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HomeMy WebLinkAboutContract 36132 CITY SivCRETARY CONTRACT NO. CONTRACT OF SALE AND PURCHASE (Purchase by City of Fort Worth) 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 Mount Gilead Baptist Church, ("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 a 2.502 acre tract of land situated in the Alfred Stinson Survey Abstract No. 1413, Tarrant County, Texas and being the same tract of land as deeded to Mount Gilead Baptist Church as recorded in Volume 4972, Page 287 and in Volume 4978, Page 468 of the Deed Records of Tarrant County, Texas, said acre tract, together with any easements, rights-of-way, licenses, interests, and rights appurtenant thereto, is collectively hereafter called the "Property, as shown 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 a Detention Pond. 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. rr, r DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX 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 ONE HUNDRED TEN THOUSAND and 00/100 DOLLARS ($110,000.00). 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 Purchaser's sole cost and expense (i) an Owner's Commitment for Title Insurance ("Title Commitment") from the Alamo Title Company, 1300 S University Ste 100, Fort Worth Texas 76107 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) Purchaser shall obtain a survey of the Property ("Survey") at Purchaser's 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) DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX 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 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. DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX (e) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. 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 October 5, 2007. The Closing Contingencies are as follows: (1) Any easements conveyed to the City will be at no cost to the City. (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 October 5, 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. Closing Subject to Section (d) below, Closing shall occur on or after October 5, 2007, but no later than January 31, 2008. (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. DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX (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) 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 October 5, 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 DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX 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 Leann Guzman Fort Worth, Texas 76102 City Attorney's Office Attention: Deanna Tate-Cody City of Fort Worth Real Property Services Division 1000 Throckmorton Telephone: 817-392-8379 Fort Worth, Texas 76102 Fax (817) 392-8361 Telephone: (817) 392-8973 Fax (817) 392-8359 (c) The address of Seller under this Contract is: Mount Gilead Baptist Church 600 Grove Street Fort Worth, TX 76102 Telephone: 817-3 3 6-2695 Fax 817-335-1309 (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. DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX 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. Sectio Time for E uted and returned a fully executed copy of this urchaser by 00 p ZFAorth, Texas time on ep em r 07, is ontract offer shall be nu 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] DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX This Contract is EXECUTED as of the Effective Date. SELLER: Mount Gilead Baptist Church 600 Grove Street Fo , TX 76102 By.` Reverend Cedric D. Britt, Pastor 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 AttesjV Marty endrix, City Secretary M&C L- ALk%0� Date: DOE# 4737 APP OVED AS TO LEGALITY AND FORM Assistant City Attoray DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX 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: DOE#4737 PURCHASE CONTRACT FOR MOUNT GILEAD BAPTIST CHURCH LTD.DOC OF FORT WORTH,TX m o -C n a n $ � o rJ$ w v: Uzi j{ �•W; � � r_` � � O `O O =S n•O � � �A O tyio oY,N e?:P2 W Or,4:Z3rhh p a �CrjA 0 J r N F 0 ° E o VZ�Oh p � <w4 S vn'ou ; e 'r� '"F u zQh� o ? 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ZZN 0 > OZ DyO O O0O 0 °O NO N W °O - Z ° WO Z f7 W v U U N V UN W W O N W UO N U. U U 0O uN � NU CU V ° V ° h m No o ° v o Ew N osvOQ S O m maE OU+ O c i ° 0 O Q �N0OOiWn- N 0_ ti N O Pagel of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 11/6/2007 DATE: Tuesday, November 06, 2007 LOG NAME: 30MT GILEAD PUR REFERENCE NO.: **L-14419 SUBJECT: Authorize Acquisition of 3000 Mississippi Avenue for a Detention Pond for Morningside Neighborhood Drainage Improvement Project from Mount Gilead Baptist Church Located in South Fort Worth (DOE 4737) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the payment of $110,000.00 to Mount Gilead Baptist Church to acquire real property at 3000 Mississippi Avenue for a detention pond for Morningside Neighborhood Drainage Improvement project and estimated closing costs of$3,000,00; and 2. Authorize the appropriate City representatives to execute the documents necessary to complete the purchase of the property. DISCUSSION: The acquisition of 3000 Mississippi Avenue is required for the Morningside Drainage Improvement Project to improve drainage for Morningside Neighborhood on Mississippi Avenue. The acquisition amount $110,000.00 is based on an outside independent appraisal. The land to be acquired is described as: Grantor Legal Description Acres Amount Mount Gilead Parcel 4, Abstract 1413, Trace 1A&4A 2.502 $110,000.00 Baptist Church Alfred Stinson Survey Tarrant County, Texas Estimated Closing Costs $3,000.00 Total $113,000.00 The property is located in COUNCIL DISTRICT 8, Mapsco 77Y. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available, in the current capital budget, as appropriated, of http://www.fortworthgov.org/councll_packet/Reports/Mc_print.asp 11/7/2007 Page 2 of 2 the Street Improvements Fund. TO Fund/Account/Centers FROM Fund/Account/Centers C200 541100 208280008842 $113,000.00 Submitted for City Manager's Office by Marc A. Ott (8476) Originating Department Head: A. Douglas Rademaker(6157) Additional Information Contact: Jill D. Griffin (6253) http://www.fortworthgov.org/council_packet/Reports/mc_print.asp 11/7/2007