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HomeMy WebLinkAboutContract 35699 CITY SECRETARY��� CONTRACT NO. __. .. CONTRACT OF SALE AND PURCHASE (Purchase by City of Fort Worth Fire Department) 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 located within Tarrant, Denton, Parker, and Wise Counties, Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Purchaser") and MAISA PROPERTIES, INC., ("Seller") 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 Lot 2, Block 7, of the Zurn Subdivision of the Evans South Addition to the City of Fort Worth, according to the Plat recorded Volume 60, Page 576, Plat Records, Tarrant County, Texas, and with a street address of 856 Irma St, Fort Worth, Texas 76104, together with any easements rights-of-way, licenses, interests and rights appurtenant thereto, (collectively, the "Property"), and more particularly described on the attached Exhibit"A", incorporated herein for all purposes. 2. Purchaser is a municipal corporation that desires to acquire the Property for public use. 3. Seller desires to sell the Property for fair market value for public use, which will benefit the citizens of the City 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 Property to Purchaser, and Purchaser agrees to purchase and accept the Property from Seller, for the purchase price (as defined below), subject to the terms 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, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") 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 pursuant to Section 3 or("Permitted Encumbrances"). (c) Seller shall convey all rights of title and interest in any water and water rights in the Property. Seller shall retain all mineral interests in the Property except that Seller shall waive any and all rights of egress and ingress upon or across the surface of the Property for purposes of exploring for or developing oil, gas hydrocarbons, or other minerals. CFW FD Purchase from Maisa Properties Rev.6/18/09 Section 2. Independent Contract Consideration and Purchase Price. (a) Contemporaneously with the execution of this contract, Purchaser delivers to Seller a check in the amount of Fifty Dollars and 00/100 Dollars ($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 Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at closing (defined below), is FIFTEEN THOUSAND and 00/100 DOLLARS ($15,000.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. Section 3. Title Commitment and Survey. (a) Within thirty (30) 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 ten (10) 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 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) 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 written notice thereof within fifteen (15) days after receipt of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to cure the Objections, but shall be under no obligation to do so. (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 fifteen (15) 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 after the CFw FD Purchase from Maisa Properties Rev.6118109 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 hereto shall have any further rights or 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. 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 Cure 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 or engineering reports and studies in Seller's possession concerning the Property, ("Reports"). 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 risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such Tests. 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 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 ninety (90) 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, neither party shall have any further rights or obligations under this Contract. (c) If Purchaser gives notice of Contract termination to Seller under this Section, any Earnest Money shall be returned to Purchaser. (d) The provisions of this Section 6 control all other provisions of this Contract. (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. CFW FD Purchase from Maisa Properties Rev.6/18/09 Section 7. Closing Contingencies (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company in no more than (1 S) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than November 31, 2007. The Closing Contingencies are as follows: (1)NONE (b) Purchaser agrees to pursue the approvals and agreements described in the Closing Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser in connection with Purchaser's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before November 31, 2007, then Purchaser must terminate this Contract, and upon the termination, Seller shall retain the Earnest Money and any interest earned and neither party will have any further rights or obligations hereunder; however, the Closing may be extended if the Closing Contingencies are not satisfied if agreed to in writing by the parties. Section 8. Closin Subject to Section (d) below, Closing shall occur on or after September 1, 2007, but no later than November 31, 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 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, 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 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. CFW FD Purchase from Maisa Properties Rev.6118109 (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 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) Seller shall pay all recording fees and any other closing costs as set forth by the Title Company. (6) Seller shall pay all closing costs. (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, 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 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 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. (d) If Purchaser is not prepared to close on or before November 31, 2007, the Closing may be extended if agreed to in writing by the parties. Section 9. Agents. 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 10. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchaser a copy of the General Warranty Deed, which is subject to Purchaser's reasonable right of approval. Section 11. 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 CFW FD Purchase from Maisa Properties Rev.6/18/09 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 Buyer under this Contract is: City of Fort Worth With a copy to: 1000 Throckmorton Street Vicki Ganske Fort Worth, Texas 76102 City Attorney's Office Attention: Willie F. Ingram City of Fort Worth Real Property Services Division 1000 Throckmorton Telephone: 817-392-6645 Fort Worth, Texas 76102 Fax (817) 392-8361 Telephone: (817) 392-7765 Fax (817) 392-8361 (c) The address of Seller under this Contract is: Maisa Properties,Inc. 2106 Vista Ridge Ct. Arlington, TX 76013 Telephone: 817-247-7263 Fax 817-446-4076 (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 12. 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 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 shall have the right to 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. CFw FD Purchase from Maisa Properties Rev.6/18/09 Section 13. 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 14. 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 15. 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 29, 2007, this Contract offer shall be null and void. Section 16. 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 17. Governing 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. 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 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. 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] CFW FD Purchase from Maisa Properties Rev.6/18/09 This Contract is EXECUTED as of the Effective Date. SELLER: MAISA PROPERTIES,INC. 2106 Vista Ridge Ct. Arlington, TX 76013 By:,-] e-, ��'/5X T,�'7 Name: Nabil Khatib, President Date: BUYER: CITY OF FORT WORTH, TEXAS A Home-Rule Municipality duly organized and operating under the Constitution and laws of the State of Texas in Tarrant, Denton, Parker and Wise Counties, Texas fn - (o � By: Name: Marc A. Ott,Assistant City Manager M&C L /Y36 6 DOE #5485 Attest: Marty Hendrix, City Secretary APPROVED AS TO LEGALITY AND FORM L Hanio cont r ct A t�horrization �----1-� Assistant City Attorn Dal:@ CFW FD Purchase from Maisa Properties Rev.6/18/09 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: CFW FD Purchase from Maisa Properties Rev.6/18/09 EXHIBIT "A" Description of Property CFW FD Purchase from Maisa Properties Rev.6/18/09 PROPERTY DESCRIPTION 0.1148 of an acre of land being all of Lot 2,Zurn's Subdivision of the South 1/2 of Block 7,Evans South Addition,an Addition to the City of Fort Worth,Tarrant County,Texas,recorded in Volume 60,Page 576, Deed Records of Tarrant County, Texas, said 0.1148 of an acre of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod with plastic cap stamped"Landes&Assoc."set for the northeast corner of the aforementioned Lot 2 and the northwest comer of Lot 1 of the aforementioned Zurn's Subdivision in the south R.O.W. line of Irma Street; THENCE South,along the common line of said Lot 1 and Lot 2,a distance of 100.00 feet to a 1/2 inch iron rod with plastic cap stamped"Landes&Assoc."set for the common comer of Lots 1,2, 23, and 24 of said Zurn's Subdivision; THENCE West, along the common line of said Lot 2 and Lot 23,a distance of 50.00 feet to a 1/2 inch iron rod with plastic cap stamped"Landes&Assoc."set at the for the common corner of Lots 2, 3, 22 and 23 of said Zum's Subdivision; THENCE North,along the common line of said Lots2 and Lot 3, a distance of 100.00 feet to a 1/2 inch iron rod with plastic cap stamped"Landes&Assoc."set for the northwest comer of said Lot 2 and the northeast corner of Lot 3 in the south R.O.W.line of the aforesaid Irma Street; THENCE East,along the north Line of said Lot 2 with said south R.O.W. line,a distance of 50.00 feet to the PLACE OF BEGINNING and containing 5,000 square feet or 0.1148 of an acre of land. See Survey Map of Lot 2,Zurn's Subdivision dated 9-11-07 prepared by James G. Ferguson,R.P.L.S.No. 1956 5 ,LAMES G.FERGUSON low . y BOA33 OaP �MC�g�Nd,E, �,��2`. / \ _ / k) ƒ \M k0 \ © !&/ \ ®®( 0` w\� {® \ (k0 \~ }) - |f§ aat2 \ >�k� �� \ tz m0 � k�/ \� 02 ~ N \ §j 2 §) «00 \ @£ \ ( w\ \\ ( \( j \u ) /) \ w;) - -- - - - - - - - - - - - am m { IF � -) � � §\ � @ k «» mew - � � a � . . . §� .j■ � � \\ \ j \\ � LL \«m _m -- ^ � � � §) a W ■ —- - - - �\ � � . ) \ � § 3 _ ¥ I g§3S N _ ' $ \ Z. * + I ; � k ! § f � | ! —-- -- & � zo to / , ! / \ { \ _=� aS_ § Ee , _ ! � � Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/14/2007 DATE: Tuesday, August 14, 2007 LOG NAME: 30MAISA PURCH REFERENCE NO.: **L-14366 SUBJECT: Authorize the Acquisition of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., Located in South Fort Worth for the Relocation of Fire Station No. 5 (DOE 5485) RECOMMENDATION: It is recommended that the City Council: 1. Approve the acquisition of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., located in south Fort Worth for the relocation of Fire Station No. 5; 2. Find that the price offered in the amount of $15,000.00, plus an estimated closing cost of $1,000.00,is just compensation; and 3. Authorize the acceptance and recording of appropriate instruments. DISCUSSION: In order to provide fire protection and maintain response times to fires and other emergencies in areas of south Fort Worth, City Staff recommends the purchase of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., for the relocation of Fire Station No. 5, which is currently located in the Evans Avenue and Rosedale Street Business and Cultural District. Maisa Properties, Inc., has agreed to sell the property for a negotiated amount of $15,000.00. The property was appraised at $11,250.00 by an outside independent appraiser. Closing costs are estimated at $1,000.00. Infrastructure support is included in the construction costs, and is to be incurred by the Fort Worth Fire Department. This land acquisition is being funded by the Critical Capital Projects Fund from the sale of Certificates of Obligation, Series 2007. The land to be acquired is described as: Grantor Legal Description Sq Ft Amount Maisa Properties, Inc. Lot 2, Zurn Subdivision 5,000 $15,000.00 Fort Worth, Tarrant County Texas Estimated Closing Costs $1,000.00 Total $16,000.00 The property is located in COUNCIL DISTRICT 8, Mapsco 77K. http://www.fortworthgov.org/council_packet/Reports/mc_print.asp 9/27/2007 Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the 2007 Critical Capital Projects Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C295 541100 208110073940 $16,000.00 Submitted for City Manager's Office by. Marc A. Ott (8476) Originating Department Head: A. Douglas Rademaker (6157) Additional Information Contact: Willie Ingram (6645) http://www.fortworthgov.org/council_packet/Reports/mc_print.asp 9/27/2007 CITY SECRETARY CONTRACT NO. CONTRACT OF SALE AND PURCHASE (Purchase by City of Fort Worth Fire Department) 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 located within Tarrant, Denton, Parker, and Wise Counties, Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Purchaser") and MAISA PROPERTIES, INC., ("Seller") 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 Lot 2, Block 7, of the Zurn Subdivision of the Evans South Addition to the City of Fort Worth, according to the Plat recorded Volume 60, Page 576, Plat Records, Tarrant County, Texas, and with a street address of 856 Irma St, Fort Worth, Texas 76104, together with any easements rights-of-way, licenses, interests and rights appurtenant thereto, (collectively, the "Property"), and more particularly described on the attached Exhibit "A", incorporated herein for all purposes. 2. Purchaser is a municipal corporation that desires to acquire the Property for public use. 3. Seller desires to sell the Property for fair market value for public use, which will benefit the citizens of the City 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 Property to Purchaser, and Purchaser agrees to purchase and accept the Property from Seller, for the purchase price (as defined below), subject to the terms 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, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") 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 pursuant to Section 3 or("Permitted Encumbrances"). (c) Seller shall convey all rights of title and interest in any water and water rights in the Property. Seller shall retain all mineral interests in the Property except that Seller shall waive any and all rights of egress and ingress upon or across the surface of the Property for purposes of exploring for or developing oil, gas hydrocarbons, or other minerals. CFw FD Purchase from Maisa Properties � ^, Rev.6/18/09 t u L: ', Section 2. Independent Contract Consideration and Purchase Price. (a) Contemporaneously with the execution of this contract, Purchaser delivers to Seller a check in the amount of Fifty Dollars and 00/100 Dollars ($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 Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at closing (defined below), is FIFTEEN THOUSAND and 00/100 DOLLARS ($15,000.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. Section 3. Title Commitment and Survey. (a) Within thirty (30) 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 ten (10) 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 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) 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 written notice thereof within fifteen (15) days after receipt of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to cure the Objections, but shall be under no obligation to do so. (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 fifteen (15) 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 after the CFW FD Purchase from Maisa Properties Rev.6/18/09 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 hereto shall have any further rights or 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. 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 Cure 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 or engineering reports and studies in Seller's possession concerning the Property, ("Reports"). 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 risk and expense, and Purchaser agrees to indemnify and defend Seller and the Property from any liens and claims resulting from such Tests. 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 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 ninety (90) 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, neither party shall have any further rights or obligations under this Contract. (c) If Purchaser gives notice of Contract termination to Seller under this Section, any Earnest Money shall be returned to Purchaser. (d) The provisions of this Section 6 control all other provisions of this Contract. (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. CFW FD Purchase from Maisa Properties Rev.6/18/09 Section 7. Closing Contingencies (a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company in no more than (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but not later than November 31, 2007. The Closing Contingencies are as follows: (1)NONE (b) Purchaser agrees to pursue the approvals and agreements described in the Closing Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser in connection with Purchaser's pursuit of the above approvals. (c) If any Closing Contingencies are not satisfied to Purchaser's satisfaction so that Purchaser is prepared to close on or before November 31, 2007, then Purchaser must terminate this Contract, and upon the termination, Seller shall retain the Earnest Money and any interest earned and neither party will have any further rights or obligations hereunder; however, the Closing may be extended if the Closing Contingencies are not satisfied if agreed to in writing by the parties. Section 8. Closin Subject to Section (d) below, Closing shall occur on or after September 1, 2007, but no later than November 31, 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 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, 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 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. CFW FD Purchase from Maisa Properties Rev.6/18/09 (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 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) Seller shall pay all recording fees and any other closing costs as set forth by the Title Company. (6) Seller shall pay all closing costs. (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, 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 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 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. (d) If Purchaser is not prepared to close on or before November 31, 2007, the Closing may be extended if agreed to in writing by the parties. Section 9. Agents. 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 10. Closing Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchaser a copy of the General Warranty Deed, which is subject to Purchaser's reasonable right of approval. Section 11. 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 CFW FD Purchase from Maisa Properties Rev.6/18/09 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 Buyer under this Contract is: City of Fort Worth With a copy to: 1000 Throckmorton Street Vicki Ganske Fort Worth, Texas 76102 City Attorney's Office Attention: Willie F. Ingram City of Fort Worth Real Property Services Division 1000 Throckmorton Telephone: 817-392-6645 Fort Worth, Texas 76102 Fax(817) 392-8361 Telephone: (817) 392-7765 Fax (817) 392-8361 (c) The address of Seller under this Contract is: Maisa Properties, Inc. 2106 Vista Ridge Ct. Arlington, TX 76013 Telephone: 817-247-7263 Fax 817-446-4076 (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 12. 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 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 shall have the right to 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. CFW FD Purchase from Maisa Properties Rev.6/18/09 Section 13. 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 14. 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 15. 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 29, 2007, this Contract offer shall be null and void. Section 16. 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 17. Governing 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. 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 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. 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] CFw FD Purchase from Maisa Properties Rev.6/18/09 This Contract is EXECUTED as of the Effective Date. SELLER: MAISA PROPERTIES,INC. 2106 Vista Ridge Ct. Arlington, TX 76013 By: Name: Nabil Khatib, President Date: BUYER: CITY OF FORT WORTH, TEXAS A Home-Rule Municipality duly organized and operating under the Constitution and laws of the State of Texas in Tarrant, Denton, Parker and Wise Counties, Texas By: Name: Marc A. Ott,Assistant City Manager M&C 4-/ Y� DOE #5485 Attest: r�� (I A��" • /1 Marty Hendrix, kky Secretary contra aut oriza ion APPROVED AS TO LEGALITY AND FORM ----m- Date lilt ssistant City Attorn !a;G p �� CFW FD Purchase from Maisa Propertiesv. %�8/09 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: CFW FD Purchase from Maisa Properties Rev.6/18/09 EXHIBIT "A" Description of Property CFW FD Purchase from Maisa Properties Rev.6/18/09 Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/14/2007 DATE: Tuesday, August 14, 2007 LOG NAME: 30MAISA PURCH REFERENCE NO.: **L-14366 SUBJECT: Authorize the Acquisition of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., Located in South Fort Worth for the Relocation of Fire Station No. 5 (DOE 5485) RECOMMENDATION: It is recommended that the City Council: 1. Approve the acquisition of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., located in south Fort Worth for the relocation of Fire Station No. 5; 2. Find that the price offered in the amount of $15,000.00, plus an estimated closing cost of $1,000.00,is just compensation; and 3. Authorize the acceptance and recording of appropriate instruments. DISCUSSION: In order to provide fire protection and maintain response times to fires and other emergencies in areas of south Fort Worth, City Staff recommends the purchase of Lot 2, Zurn Subdivision, from Maisa Properties, Inc., for the relocation of Fire Station No. 5, which is currently located in the Evans Avenue and Rosedale Street Business and Cultural District. Maisa Properties, Inc., has agreed to sell the property for a negotiated amount of $15,000.00. The property was appraised at $11,250.00 by an outside independent appraiser. Closing costs are estimated at $1,000.00. Infrastructure support is included in the construction costs, and is to be incurred by the Fort Worth Fire Department. This land acquisition is being funded by the Critical Capital Projects Fund from the sale of Certificates of Obligation, Series 2007. The land to be acquired is described as: Grantor Legal Description Sq Ft Amount Maisa Properties, Inc. Lot 2, Zurn Subdivision 5,000 $15,000.00 Fort Worth, Tarrant County Texas Estimated Closing Costs $1,000.00 Total $16,000.00 The property is located in COUNCIL DISTRICT 8, Mapsco 77K. http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/29/2007 Page 2 of 2 FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the 2007 Critical Capital Projects Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C295 541100 208110073940 $16,000.00 Submitted for City Manager's Office b Marc A. Ott (8476) Originating Department Head: A. Douglas Rademaker (6157) Additional Information Contact: Willie Ingram (6645) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/29/2007