HomeMy WebLinkAboutContract 36192 (2) CITY SECRETARY
CONTRACT NO. .�
PURCHASE CONTRACT
(Sale by City of Fort Worth)
THIS PURCHASE CONTRACT ("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, acting by and through its duly
authorized City Manager or Assistant City Manager("Seller's and BAYLOR HEALTH CARE
SYSTEM, a Texas non-profit corporation ("Purchaser") 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 the approximately 12,974 square foot tract of land described as a
0.298 acre tract of land situated in the E.S. Harris Survey, Abstract Number 688, Tarrant
County, Texas, in the City of Fort Worth, together with any easements, rights-of-way,
licenses, interests, and rights appurtenant thereto (collectively, the "Property"), as more
particularly described on the attached Exhibit"A", incorporated herein for all purposes.
2. Purchaser is Baylor Health Care System, a Texas non-profit corporation or its related
assigns as defined in Section 15.
3. Seller desires to sell the Property for fair market value for development in accordance
with the City's Comprehensive Plan.
4. Purchaser desires to acquire the Property for development in accordance with the City's
Comprehensive Plan.
5. Seller will convey this property through direct sale in accordance with Section
272.001(bxl)of the Texas Local Government Code.
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as
follows:
Section 1. Sale and Purchase.
(a) Until the Seller's City Council has formally accepted same, this instrument shall
constitute a firm offer by Purchaser to purchase the Property for the price and on the conditions
and terms herein set forth, which shall not be binding upon the Seller unless and until the
consideration has been approved, accepted and receipt of payment therefor authorized in an open
meeting by the Seller's City Council. After having been so accepted,this document shall contain
the entire agreement between the parties.
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(b) 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.
(c) 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(as defined below in Section 3) and the survey that are not cured and that are
subsequently waived pursuant to Section 3 below("Permitted Encumbrances").
(d) Seller shall retain all mineral interests in the Property if any. Seller waives and
conveys to Grantee the right of ingress and egress to and from the surface of the Property
relating to the portion of the mineral estate owned by Seller.
Section 2. Purchase Price, Independent Contract Consideration,and Earnest Money.
(a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to
Seller in cash at Closing (defined below), is Seventy Eight Thousand Six Hundred Thirty-Nine
and 00/Dollars ($78,639.00), based upon the assumption that the net square footage of the
Property is 12,974. "Net square footage,"means all of the land within the surveyed boundaries
of the Property. The Purchase Price also includes a fee of$500.00 for the release of an Ingress
or Egress Easement from Burlington Northern Santa Fe Railroad that encumbers the Property
and a reimbursement of the fee for the appraisal. Seller has determined that the Purchase Price
reflects the fair market value of the Property.
(b) Contemporaneously with the execution of this Contract, Purchaser delivers to
Seller a check in the amount of$100.00("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 nonrefundable, and shall be retained by Seller
notwithstanding any other provision of this Contract.
(c) Within five (5) days after the execution and delivery of this Contract by Seller to
Purchaser, Purchaser shall deliver to Title Company (as defined below in Section 3) a check
payable to the order of Title Company or other means of fimding reasonably satisfactory to
Seller in the amount of$2,360.00 as earnest money ("Earnest Money"). Title Company shall
hold the Earnest Money in escrow and deliver it in accordance with the provisions of this
Contract. The Title Company shall invest the Earnest Money in an interest bearing account _.
through a bank or other financial institution selected by Purchaser (hereafter, all references in
this Contract to Earnest Money include the amount deposited by Purchaser with the Title
Company pursuant to this Section 2(c)together with all interest accrued thereon).
Section 3. Title Commitment and Survey.
(a) On or before thirty (30) days after the Effective Date, Purchaser may obtain, at
Purchaser's sole cost and expense (i) an Owner's Commitment for Title Insurance and Title
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Policy("Title Commitment") from Ticor Title Insurance Company, 8235 Douglas Avenue, Suite
104, Dallas, Texas 75225; Attn: David Griffin("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) On or before thirty (30) days after the Effective Date, Purchaser may obtain, at
Purchaser's sole cost and expense, an updated survey ("Survey") consisting 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 Seller, Purchaser, their respective successors and
assigns, and the 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 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
that are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give
Seller written notice thereof within seven(7)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 seven(7)day period following receipt of the
notice 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 expiration of such Cure
Period but prior to the expiration of the Option Period(as defined below in Section 6), and,upon
such termination, Purchaser shall be entitled to the return of the Earnest Money, and 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 environmental or engineering reports and studies
in Seller's possession concerning the Property("Reports').
Section S. Representations,Warranties."AS IS"
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(a) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PURCHASER
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS
OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER
EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF,
AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INCOME TO BE
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY
FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT
THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE _
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
FTTNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER
OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,STATE OF
REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR(H)ANY OTHER MATTER
WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT SELLER HAS
NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE
U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R.,
PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF
ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980,
AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT
ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER
AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS
IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS
NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FOR A PARTICULAR
PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON
ANY REPRESENTATIONS, STATEMENTS,ASSERTIONS OR NON-ASSERTIONS BY
THE SELLER WITH RESPECT TO THE PROPERTY CONDITION,BUT IS RELYING
SOLELY UPON ITS EXAMINATION OF THE PROPERTY. PURCHASER TAKES
THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF
TITLE SET FORTH IN THE CLOSING DOCUMENTS). UPON CONVEYANCE, AS
BETWEEN SELLER AND PURCHASER, THE RISK OF LIABILITY OR EXPENSE
FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, EVEN IF
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ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE
RESPONSIBILITY OF PURCHASER, REGARDLESS OF WHETHER THE
ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING.
ONCE CLOSING HAS OCCURRED, PURCHASER INDEMN FIES, HOLDS
HARMLESS AND RELEASES SELLER FROM LIABILITY FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION
AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND
RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT OR THE
TEXAS WATER CODE. PURCHASER INDEMNIFIES, HOLDS HARMLESS AND
RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS
OR CONDITIONS AFFECTING THE PROPERTY ARISING AS THE RESULT OF
SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S
REPRESENTATIVES, BUT NOT ANY WILLFUL ACTS OR OMISSIONS OR GROSS
NEGLIGENCE OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER
INDEMNIFIES, HOLDS HARMLESS AND RELEASES SELLER FROM ANY
LIABILITY FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING
THE PROPERTY ARISING AS A RESULT OF THEORIES OF PRODUCTS
LIABILITY AND STRICT LIABILITY, OR UNDER NEW LAWS OR CHANGES TO
EXISTING LAWS ENACTED AFTER CONVEYANCE DATE THAT WOULD
OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF TRANSACTION NEW
LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS AFFECTING
THE PROPERTY. PROVISIONS OF THIS SECTION SHALL SURVIVE THE
CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE PRICE HAS
BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO
THE FOREGOING. PURCHASER ACKNOWLEDGES AND ACCEPTS ALL THE
TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF.
b. The provisions of Section 5(a)shall be incorporated into the Deed.
C. The provisions of 5(a)shall survive Closing(as defined below).
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until thirty
(30) 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 7
below).
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(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, Purchaser shall be entitled to the return of the Earnest Money, and
neither party shall have any further rights or obligations under this Contract.
(c) If Purchaser does not terminate this Contract prior to the expiration of the Option
Period,then the Earnest Money shall become non-refimdable to Purchaser except in the event of
Seller's default in the performance of Seller's obligations under this Contract, and Title i
Company shall release the Earnest Money to Seller at any time thereafter upon request by Seller. T
(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 T
without a written amendment to this Contract signed by both parties.
Section 7. 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 analyses, and other tests, studies and surveys, including without limitation, environmental
and engineering tests, borings, analyses, 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' 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 test studies or results of Tests obtained during the Option Period.
Section 8. Closine Contingencies and Closing.
(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 thirty (30) days after the
expiration of the Option Period or the satisfaction of the following contingencies to Closing
("Closing Contingencies"),whichever is later, but no event shall Closing be later than December
14,2007. The Closing Contingencies are as follows:
(1)NONE
(b) 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 Deed Without Warranties ("Deed"), fully executed and
acknowledged by Seller, conveying to Purchaser good and indefeasible fee
simple title to the Property subject to existing easements, rights-of-way,
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and prescriptive rights, whether of record or not, 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(bX3)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 fiords or a
certified or cashiers check or such other means of funding acceptable to Seller,in
an amount equal to the Purchase Price.
(3) The 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) The Earnest Money (including any Additional Earnest Money) shall be
applied to the Purchase Price at Closing.
(5) Purchaser shall pay all closing costs including but not limited to escrow or
settlement fees charged by the Title Company and recording fees..
(6) Seller and Purchaser shall each pay their respective attorneys'fees.
(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 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 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 9(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.
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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 except Purchaser's representative Jeff Cox of CB Richard Ellis. Purchaser will be
solely responsible for pay of any brokerage fees or commissions.
Section 10. Closing Documents. No later than fifteen (15) days prior to the Closing,
Seller shall deliver to Purchaser a copy of the Deed Without Warranties, 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
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 Seller under this Contract is:
City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
Attention: Real Property Division
Laura B. Chavez
Telephone: 817-392-2311
Fax(817)392-8361 s
a
With a copy to:
Vicki Ganske
City Attorney's Office
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
Telephone: (817)392-7765
Fax: (817)392-8359
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(c) The address of Purchaser under this Contract is:
Baylor Health Care System—Office of General Counsel
Attn. General Counsel
2001 Bryan Street, Suite 2800
Dallas,Texas 75201
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Fax: 214.820.1535
With a copy to:
Cherry Petersen&Landry,LLP
Attn: Robin Phillips
8350 N. Central Expressway, Suite 800
Dallas,Texas 75206
Phone: 214.265.7007
Fax: 214.265.7008
(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, and Title Company shall deliver the Earnest Money to Seller as
liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It
is agreed that the Earnest Money to which the Seller is entitled hereunder is a reasonable forecast
of just compensation for the harm that would be caused by Purchaser's breach and that the harm
that would be caused by such breach is one that is incapable or very difficult of accurate
estimation, and that the payment of these sums upon such breach shall constitute full satisfaction
of Purchaser's 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 Whereupon the
Earnest Money shall be returned to Purchaser and neither party hereto shall have any further
rights or obligations hereunder.
(c) If either Seller or Purchaser becomes entitled to the Earnest Money upon
cancellation of this Contract in accordance with its terms, Purchaser and Seller covenant and
agree to deliver a letter of instruction to the Title Company directing disbursement of the Earnest
Money to the party entitled thereto.
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
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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. Assiens This Contract inures to the benefit of and is binding on the parties
and their respective legal representatives, successors, and assigns. Any attempted assignment
shall be void.
Section 15. Time for Execution. If Purchaser has not executed and returned a fully
executed copy of this Contract to Purchaser by 5:00 p.m., Fort Worth, Texas time on October
2%2007,this Contract shall be null and void.
Section 16. Time of the Essence. Time is of the essence under this Contract.
Section 17. 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 whereupon the Earnest Money shall be returned
to Purchaser, 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 18. Governing Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 19. Performance of Contract. The obligations under the terms of the Contract are
performable in Tan-ant County, Texas, and any and all payments under the terms of the Contract
are to be made in Tan-ant County,Texas.
Section 20. Venue. Venue of any action brought under this Contract shall be in Tarrant
County,Texas if venue is legally proper in that county.
Section 21. 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 22. 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 23. 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]
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This Contract is executed as of the Effective Date.
SELLER: CIT F RT WORTH,TEXAS
A
By:
Assistant City MamWa Marc A. Ott
Dee:
Marty HendrixO'
City Secretary
M&C:
=r7 Date:
DOE#
e&as-to I.egali --AForm
Assistant City Attorney
PURCHASER:
BAYLOR HE H CARE SYSTEM,
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a Texas non Andfit corg)oraon
ALEZLegal Review
By-
BRE Transaction Review Name: G Br k
Ttd4K
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CITY SECRETARY I
CONTRACT NO .
By its execution below,Title Company acknowledges receipt of the Earnest Money described in
this Contract and agrees to hold and deliver the same and perform its other duties pursuant to the
provisions of this Contract.
TITLE COMPANY:
TICOR E INSURANCE COMPANY
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Name: d Ao
Title:
Date: /1
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EXHIBIT "A"
Description of Property
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MNALPsA 10-31-07.noc
METES & BOUNDS DESCRIPTION
BEING a '0_298 acre tract of land situated in the E. S_ Harris Survey, Abstract Number
688, Tarrant County, Texas, in the City of Fort Worth, being a portion of the tract of
land described In the deed to the City of Fort Worth, recorded in Document Number
D205032570, Deed Records of Tarrant County. Texas said 0.298 acre tract of land being
more particularly described•as follows:
BEGINNING at a 5/8 inch iron rod with a yellow plastic cap stamped "Dunaway Assoc,
LP.'?-set in the w•esterl/line of said City of Fort Worth tract for the. common easterly
corner of'Lot 46, Block 8, Frisco Addition, cui addition to the City of Fort Worth,
according to the plat recorded in Volume 106, Page 135, Plat Records of Tarrant County,
Texas and Lot 1, Block 2, All Saints Episcopal Hospital, an addition to the City of Fort
Worth, according to the plat recorded In Cabinet A, Slide 1411, Plat Records of Tarrant
County,•Texas;
THENCE
pp North 89'49'13" East a distancd of 52.99 feet to a 5/8 Inch iron rod with a
1 p11All�Sante E isco tall 'Hospital,ital,ed n n❑add Assoc,
toPtheet in Cit of FortWoryth,ne of Lot accbrdin 1 o the
Block
P P P y 9
plat recorded in Cabinet A, Slide 10871, Plat Records of Tarrant County; Texat-, also
being the easterly line of said City of Fort Worth tract, for the beginning of a
non-tangent curve to the left, the radius point of said curve being situated North
70'05'51" East a distance of 1,275.00 feet from said Iron rod;
THENCE with the common line of said Lot 1R, Block 1, All Saints Episcopal Hospital and
sold City of Fort Worth tract the following:
Southeasterly along said curve through ❑ central angle of 011611" an are distance
of,26.63'feet with. a chord bearing of South 2029'15" East and a chord distance of
26.03 feet to a 6/8 Inch iron rod with a yellow plastic cap stamped "Dunaway
Assoc, LP" set for the point of tong6ncy of said curve;
South 21'04'20" East a distance of 223.99 to a 5/8 inch iron rod with a yellow
plastic cap stamped "bunaway Assoc,•LP" set for corner;
THENCE deporting sold common line South 68'55'40!",West a distance of 50.00 feet -
to--a-5/A- Inch iron rod with a yellow plastic cap stomped "Dunaway Assoc, LP" set for corner-
in the common'lina of sold Lot 1, Biock.2, Ali Saints Episcopal Hospital and said City of
Fort Worth tract for the. most northerly corner of Lot 1, Block 1, Meiric Addition, an
addition to the 'City of Fort Worth according to the plat recorded in Volume 355-50,
Page 51, Plat Records of Tarrant County Texas, from which a 5/8 inch iron rod with
cap stamped "Sempco" found bears South 35`15'45" West a distance of 0.27 feet;
THENCE with said common line the following: j
North 21'04'20",West a distance of 223.99 feet to a 1/2 inch iron rod found for the
point of curvature of a curve to the right having a radius of 1.325.00 feet;
Northwesterly'.along sold curve through a central angle of 01'5635" an are distance
of.44.93 feet with a chord bearingg of North 20*06*02" West and a chord distance of
44.93 feet to the I.OINT OF BEGINNING;
CONTAINING a computed area of 0..298 acres (12,974 square feet) of land_
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/27/2007
DATE: Tuesday, November 27, 2007
LOG NAME: 30BAYLOR REFERENCE NO.: **L-14422
SUBJECT:
Authorize the Direct Sale of Approximately 12,794 Square Feet of City Fee Owned Surplus Property
Known as Tract 18A, Abstract 688 in the E.S. Harris Survey, Fort Worth, Tarrant County, Texas, to
Baylor Health Care System, a Texas Non-Profit Corporation, in Accordance with Texas Local
Government Code 272.001 (b) (1) and Authorize the Execution and Recording of the Appropriate
Instruments (DOE #4953)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the Direct Sale of Approximately 12,794 Square Feet of City Fee Owned Surplus Property
known as Tract 18A, Abstract 688 in the E.S. Harris Survey, Fort Worth, Tarrant County, Texas to Baylor
Health Care System, a Texas Non-Profit 'Corporation, in accordance with Texas Local Government Code
272.001 (b) (1)for a total sales price $78,639; and
2. Authorize the City Manager to execute and record the necessary documents.
DISCUSSION:
In December 2004, the City of Fort Worth acquired the railroad right-of-way known as Tract 18-A, Abstract
688, Fort Worth, Tarrant County, Texas, from Fort Worth and Western Railroad as part of a lawsuit
settlement(M&C G-14611, Ordinance # 16230).
The Department of Economic and Community Development requested the assistance of Real Property
Services in the sale of a portion of the acquired right-of-way to Baylor Health Care System
("Baylor"). Because of the shape of the property, the direct sale of this surplus right-of-way property is
allowed under Texas Local Government Code 272.001 (b) (1). The fair market value sales price was
established through a formal appraisal. The appraised value of the right-of-way is $77,844, plus applicable
closing costs in the amount of$795. This property is located in Reinvestment Zone/TIF#4.
As part of the sales agreement, all closing costs will be incurred by the buyer. A 6 percent Program
Management Fee will be collected and distributed from the proceeds of the sale at closing. The City will
retain all mineral interests it may own in the property.
Purchaser sae Legal Description Square Feet Amount
Baylor Health Care, a Texas Direct Sale A portion of Tract 18-A, Abstract 688 12,974 $78,639.00
Non-Profit Corporation In the, E.S. Harris Survey
Fort Worth, Tarrant County, Texas
Estimated Closing Cost 0
Total Cost $78,639.00
This property is located in Council District 9, Mapsco 76L.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/29/2007
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Engineering Department, Real Property Services, is responsible for
the deposit of funds due to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
FE71 534050 0137120 $70,421.00
P119 475290 0301000 $4,718.00
GG01 481306 0807061 $500.00
GG01 481306 0909103 $3,000.00
Submitted for City Manager's Office by� Marc A. Ott(8476)
Originating Department Head: A. Douglas Rademaker(6157)
Additional Information Contact: Laura B. Chavez (2311)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/29/2007