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HomeMy WebLinkAboutContract 35700 CITY SECRETARY CONTRACT No. ��7(06 CONTRACT OF SALE (859 E Magnolia Ave) THIS PURCHASE CONTRACT ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, acting by and through its duly authorized City Manager or Assistant City Manager ("Buyer") and FLEADA HALL, ("Seller") as of the date on which this Contract is executed by the last to sign of Seller and Buyer("Effective Date"). RECITALS 1. Seller is the owner of Lot 23, Block 7, of the Zurn Subdivision of the Evans South Addition to the City of Fort Worth, according to the plat recorded in Volume 60, Page 576, Plat Records, Tarrant County, Texas and with a street address of 859 E Magnolia Ave, Fort Worth, Texas 76104 (zip) together with any easements, rights-of-way, licenses, interests, and rights appurtenant thereto (collectively, the "Property"), and being more particularly described in the attached Exhibit "A". 2. Buyer is a municipal corporation that desires to acquire the property for public use. 3. Seller desires to sell the Property for fair market value to Buyer, which will benefit the citizens of Fort Worth in general. AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Buyer agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey the Property to Buyer, and Buyer 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 Buyer 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 below("Permitted Encumbrances"). (c) Seller expressly reserves for itself and its successors and assigns all rights of ownership, including, without limitation, any mineral deposits underlying the surface of the Property, including, without limitation, petroleum and natural gas deposits, if any, provided, Seller shall not injure, damage, or destroy the permanent improvements of Buyer. Seller does hereby waive water rights and surface rights to the subject Property, and agrees that no drilling activity shall be conducted thereon. _ Section 2. Independent Consideration and Contract Sales 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 Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Buyer to Seller at Closing (defined below), is TWELVE THOUSAND TWO HUNDRED FIFTY and no/100 DOLLARS ($12,250.00). Section 3. Title Commitment and Survey. (a) Within thirty (30) days after the Effective Date, Buyer shall obtain, at Buyer's sole cost and expense (i) an Owner's Commitment for Title Insurance ("Title Commitment") from LAVONNE KEITH, ALAMO TITLE COMPANY, 1300 UNIVERSITY DR, STE 100, FORT WORTH, TX 76107 ("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) Buyer shall provide and deliver to Title Company a copy of a survey of the Property (the "Survey") at Buyer'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 Buyer and Title Company. The Survey shall (i) be certified to Buyer, 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 description of the Property. (c) If the Title Commitment discloses any Encumbrances or other matters, which are not acceptable to Buyer in Buyer's sole discretion, then Buyer shall give Seller written notice thereof within fifteen (15) days after receipt of the Title Commitment, and all documents referred to in the Title Commitment, specifying Buyer's objections ("Objections"), if any. If Buyer 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 Buyer gives notice of Objections and Seller does not cure the Objections, cause the Title Commitment to be amended to give effect to matters that are cured, and give Buyer written notice thereof within the fifteen (15) day period following receipt of the notice of - 2 - Objections from Buyer ("Cure Period"), Buyer shall have the right either (i) to terminate this Contract by giving written notice thereof to Seller at any time after the expiration of such Cure Period but prior to the expiration of the Option Period (as defined below in Section 6) and, upon such termination, neither party 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 Buyer in Buyer's sole discretion, then Buyer in Buyer's sole discretion may extend the Cure Period for an amount of time Buyer deems necessary for Seller to cure the same. Section 4. Review Reports. Within twenty (20) days after the Effective Date, Seller shall deliver to Buyer for Buyer's review any and all environmental reports and studies in Seller's possession concerning the Property. Section 5. Inspection of the Property Buyer, at Buyer'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 tests, borings, analysis, and studies ("Tests"). Any engineering and feasibility tests shall be conducted at Buyer's sole risk and expense. Buyer shall be solely responsible for all costs of any environmental site assessments Buyer deems necessary. Buyer will restore the Property to its original condition at Buyer's sole expense following any site work. In the event this transaction does not close for any reason whatsoever, the Buyer shall release to Seller any and all independent test studies or tests results obtained during this inspection period. 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 Buyer's obligations under this Contract: Buyer being satisfied in Buyer's sole and absolute discretion that the Property is suitable for Buyer's intended uses, including, without limitation, Buyer being satisfied with the results of the Tests (defined in Section 5 above). (b) If Buyer is not satisfied in Buyer's sole and absolute discretion as to the condition precedent described in Section 5 above, Buyer 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) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closing. Subject to Section (d) below, closing shall occur on or after November 15, 2007, but no later than December 31, 2007. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: - 3 - (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Buyer the following: (i) A General Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Buyer 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 9 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 7(a)(3) below. (2) Buyer, at Buyer'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 Buyer, 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, Buyer 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 Buyer shall each pay their respective attorneys' fees. (5) Buyer shall pay all recording fees and any other closing costs as set forth by the Title Company. (b) Ad valorem and similar taxes and assessments, if any, relating to the Property shall be prorated between Seller and Buyer as of the Closing Date, based on estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing occurs. As soon as the amount of taxes and assessments on the Property for that year is known, Seller and Buyer 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 Buyer shall pay for those taxes and assessments applicable to the Property after the Closing. The provisions of this Section 7(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Buyer, free and clear of all tenancies of every kind. (d) If Buyer is not prepared to close on or before December 31, 2007, the closing period may be extended if agreed to in writing by the parties. - 4 - Section 8. Agents. Seller and Buyer 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, other than N/A , Seller shall be responsible for all commissions, fees, or other reimbursement due to N/A , who is the Seller's broker. Section 9. Closing Documents. No later than fifteen (15) days prior to the Closing Date, Seller shall deliver to Buyer a copy of the Deed, which is subject to Buyer's reasonable right of approval. Section 10. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below, (iv) deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below, or (v) telecopied to the party at the telecopy number listed below, provided that the transmission is confirmed by telephone on the date of the transmission. (b) The address of Buyer under this Contract is: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Stephanie Givens Telephone: 817-392-8873 Fax: 817-392-8361 (c) The address of Seller under this Contract is: Fleada Hall 2300 Felder Ln. Fort Worth, TX 76112 Telephone: 817-496-9168 (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. - 5 - Section 11. Termination, Default, and Remedies. (a) If Buyer 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 Buyer 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 Buyer 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 Buyer's failure to perform Buyer's obligations under this Contract, then Buyer 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. Section 12. Entire Contract. This Contract (including the attached exhibits) contains the entire contract between Seller and Buyer, 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 13. 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 consent of the other party. Section 14. Time for Execution. If Seller has not executed and returned a fully executed copy of this Contract to Buyer by 5:00 p.m., Fort Worth, Texas time on May 22, 2007, this Contract shall be null and void. Section 15. Time of the Essence. Time is of the essence under this Contract. 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, Buyer may, in Buyer'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. - 6 - Section 19. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 20. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 21. Business Days. If the Closing date or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing date or the day for such performance, as the case may be, shall be the next following regular business day. Section 22. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. This Contract is EXECUTED as of the Effective Date. SELLER: BUYER: FLEADA HALL CITY OF FORT WORTH 2300 Felder Ln. a Home-Rule Municipality duly organized and Fort Worth, TX 76112 operating under the Constitution and laws of the State of Texas in Tarrant, Denton, Parker and Wise Counties exas f By• By: Marc A. Ott, Assistan City Manager Name: Fleada Hall Date: Date: Attest Marty Hendrix, CiU Secretary AP OVED A TO LEGALITY AND FORM L Assistant City Attorney _ J C::I= / Date 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: - 8 - EXHIBIT "A" Description of Property 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: 30HALL PURCHASE REFERENCE NO.: **L-14364 SUBJECT: Authorize the Acquisition of Lot 23, Zurn Subdivision, from Felada Hall, 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 23, Zurn Subdivision, from Felada Hall, located in south Fort Worth for the relocation of Fire Station No. 5; 2. Find that the price offered in the amount of $12,250.00, 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 23, Zurn Subdivision, from Felada Hall for the relocation of Fire Station No. 5, which is currently located in the Evans Avenue and Rosedale Street Business and Cultural District. Felada Hall has agreed to sell the property for $12,250.00, plus an estimated $1,000.00 in closing costs. The acquisition amount is based on an outside independent appraisal in the amount of $12,250.00. 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 Fleada Hall Lot 23, Zurn Subdivision 5,000 $12,250.00 Fort Worth, Tarrant County, Texas Estimated Closing Costs $ 1,000.00 Total $13,250.00 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 $13,250.00 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.cfwnet.org/council_packet/Reports/mc_print.asp 8/29/2007