HomeMy WebLinkAboutContract 36903 CITY SECRETARY ��
CONTRACT NO. '
CONTRACT OF SALE AND PURCHASE
(Sale 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 ("Seller") and VGA
Leasing, L.P., acting by and through Kelly Mitchell, Agent for VGA Leasing, L.P., its general
partner ("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 a tract of land described as that portion of the 50 feet wide Fort
Worth Rio Grande Railroad right-of-way, which lies south of the right-of-way line of
Mistletoe Boulevard, a public street with a variable width, as shown on the plat of All
Saints Episcopal Hospital, an addition of the City of Fort Worth, Tarrant County, Texas,
together with any easements, rights-of-way, licenses, interests except as set forth herein,
and rights appurtenant thereto (collectively, the "Property"), as shown and more
particularly described on the attached Exhibit"A", incorporated herein for all purposes.
2. Seller desires to sell the Property for fair market value for development of parking for
adjacent mixed use development in accordance with the City's Comprehensive Plan and
the development guidelines of Fort Worth South, Inc., and in a manner that will benefit
the citizens of Fort Worth in general.
3. Purchaser desires to acquire the Property for use in accordance with the City's
Comprehensive Plan and the development guidelines of Fort Worth South,Inc.,
4. The Property is located in a reinvestment zone and the Property will be developed in
accordance with the project plan adopted by the municipality for the zone.
5. Seller will convey the Property through direct sale in accordance with Section
272.001(b)(1) and(b)(6) 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 unta the
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consideration has been approved, accepted and receipt of payment therefore 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.
(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 Purchaser 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. Independent Contract Consideration,Purchase Price, and Earnest Money.
(a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to
Seller in cash at Closing (defined below), is Two Hundred Fifty Thousand Five Hundred and
00/100 Dollars ($250,500.00). Purchaser 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 funding reasonably satisfactory to
Seller in the amount of $7,500.00 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, (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) Within thirty (30) days after the Effective Date, Purchaser may obtain, at
Purchaser's sole cost and expense (i) a Commitment for Title Insurance and Title Policy ("Title
Commitment") from Alamo Title Company ("Title Company"), setting forth the status of the title
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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 twenty-five (25) days after the Effective Date, Purchaser shall 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 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, (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 requires 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 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 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 5. Representations, Warranties, "AS IS"
(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,
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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
FITNESS 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
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 INDEMNIFIES, 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
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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 Section 5(a) shall survive the closing(as defined below).
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until sixty
(60) 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).
(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-refundable to Purchaser except in the event of
Seller's default in the performance of Seller's obligations under this Contract, and Title
Company shall release the Earnest Money to Seller at any time thereafter upon request by Seller.
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(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 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, site assessments, 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.
Section 8. 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 (i) the satisfaction
of the following contingencies to Closing ("Closing Contingencies") or (ii) the expiration of the
60 day Option Period as described in Section 6 of this agreement, whichever is later but not later
than May 19, 2008. 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 May 19, 2008 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 9. Closing.
(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 Deed Without Warranty ("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 I I below;
(ii) Any other instrument or document necessary for Title Company to
issue the Owner Policy in accordance with Section 9(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 such
other means of funding acceptable to Seller, in an amount equal to the Purchase
Price,adjusted for closing costs and prorations.
(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, 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 10. Auents. 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 11. Closing Documents. No later than thirty (30) days prior to the Closing,
Seller shall deliver to Purchaser a copy of the Deed Without Warranty, which is subject to
Purchaser's reasonable right of approval.
Section 12. 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 With a copy to:
1000 Throckmorton Street Leann Guzman
Fort Worth, Texas 76102 City Attorney's Office
Attention: Real Property Division City of Fort Worth
Laura B. Chavez 1000 Throckmorton
Telephone: 817-392-2311 Fort Worth,Texas 76102
Fax (817) 392-8361 (817) 392-7600
Fax (817) 392-8359
Leann.Guzrnan@fortworthgov.org
(c) The address of Purchaser under this Contract is:
VGA Leasing, LP
1771 International Parkway, Suite 121
Richardson, TX 75081
Attention: Kelly Mitchell, Manager
With a copy to:
Michael Alessio
Winstead, PC
5400 Renessance Tower
1201 Elm Street
Dallas, TX 75281
(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.
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Section 13. 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 14. 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 15. 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 rights
or interests under this Contract without the prior written consent of the other party; provided,
however, Purchaser may assign its rights hereunder to any Affiliate (hereafter defined) who
assumes in writing all of Purchaser's obligations hereunder without the necessity of first
obtaining Seller's prior consent, but after delivering written notice thereof to Seller. Any such
assignment will not, however, release Purchaser from its obligations under this Contract.
Section 16. Affiliates. For purposes of this Contract, "Affiliate" shall mean: (a) all entities,
incorporated or otherwise, under common control with, controlled by or controlling Purchaser;
and (b) all entities, incorporated or otherwise, in which Purchaser, VGA Leasing, L.P., acting by
and through Kelly Mitchell, Agent for VGA Leasing, L.P., its general partner and/or their
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affiliated entities own an interest. For purposes of this definition, "control" means fifty percent
(50%) or more of the ownership, determined by either value or vote.
Section 17. 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 January 18,
2008 this Offer shall be null and void.
Section 18. Time of the Essence. Time is of the essence under this Contract.
Section 19. 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 20. Governing Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 21. 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 22. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that county.
Section 23. 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 24. 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 25. 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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VGA Leasing L.P.Sales Contract
This Contract is executed as of the Effective Date.
SELLER: CITY OF FORT WORTH, TEXAS
B
Fernando Costa, Acting
Assistant City Manager
Date: 3/2.1/08
Attest
17Y\
Marty Hendrix
City Secretary
M&C L z4q
Date:_ J WT
DOE# U
Approved as to Legality and Form
sistant City Alto ey
PURCHASER:
VGA Leasing, LP
By: /J*e,a �4—(;S general partner
By:
Name: i c
Title: f�Lly�
Date: �/ 2�
VGA Leasing L.P.Sales Contract
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:
By:
Name:
Title:
Date:
Phone
Fax
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VGA Leasing L.P.Sales Contract
Grant Engineering
Engineers Surveyors Planners
3244 Hemphill Fort Worth, Texas 76110 817-923-3131 Voice 817-923-4141 Fax
MISTLETOE BLVD. N 89'14'06" E Legol Description
--- -- - - -- - - - - - - - 52.23' POINT OF
( � R/W ) BEGINNING That portion of the 50 feet wide Fort Worth
SET SET and Rio Grande Railroad right—of—woy, which
�p 2" evard, o lies south of the south right—of—woy line of
78 t�2-
LOT 1/ MistletoeBoul public street with o
Rap variable width, as shown on the plot of All
T1 (CM) Saints Episcopal Hospital, on addition to the
MISTLETOE HEIGHTS ut LOT City of Fort Worth, Tarrant County, Texas,
» according to the plot recorded in Cabinet A.
VOLUME See. PAGE S S 0 BLOCK 3 O Slide 1411, Plot Records, Tarrant County,
�k
REMNNpER OF 0) Texas, and which lies north of the south line
BLOCK C of Blocks 7 and 8 of Frisco Addition to the
ACT t D LOT IL— 4 City of Fort Worth, Tarrant County, Texas,
0 76 Q O according to the plot recorded in Volume
0 lL/ 0 00 106. Page 135, of said Plot Records, being
4 Q more particularly described by metes and
TRACTS tsar t�e� Z LOT bounds as follows:
t 7t,
E. S. KVtWS11179, SURVEY Q ^ BEGINNING at a found 1/2" steel rod at the
VOL. t t t 79, P. 2Ss I` � t northwest corner of Lot 1, Block 1, of said
WEST MAGNOLIA AVENUE 00 All Saints Episcopal Hospital, in the south
LOT W O right—of—woy line of said Mistletoe Boulevard,
74 LOT e� LOT 83 W N and in the east right—of—woy line of said
Fort Worth and Rio Grande Railroad, said rod
G FRISCO ADDITION 0 being in a curve to the left, whose radius
BLOCK VOL. toe. 13s z
tp N bears South 73'37'41" East, 1275.00 feet;
BLOCK 9 a II
7} LOT eS LOT 62 it C) THENCE along said east right-of-woy line
0 J and along said curve to the left, through a
central ongle of 37'02'12", on orc length of
824,18 feet (long chord bears South
t 0 = ALL SAINTS 02'08'47" East, 809.90 feet) to a set 1/2"
R = 1 ,325.00 — `� EPISCOPAL steel rod in the South line of said Block 7,
Frisco Addition;
LOT
L = 823.28' N HOSPITAL
0 = 35*36'01 " 60 O CAB. A THENCE South 89'00'10" West (Basis of
SL• 1411 Bearings) along the south line of said Blocks
LC = N 02 05 37" W Ile) LOT 1 7 and 8, and across said railroad
'O'""' BLOCK t right-of-woy, 52.97 feet to a found 1/2"
810.10 z LOT W 11 steel rod at the southeast corner of Lot 46,
0 Block 8, and in the west railroad
F= _ '4 right—of—way line, said rod also being in a
FRISCO d J ~ curve to the right whose radius bears North
AMM-1— Q LOT W 7rrna'),)" r—t 1 i75 nn r
M&C Request Review Pagel of 2
City of FortWorth ETnployt:e Intranet w►wvw.cfw+net.arg FORTWWORIH
ITA
Print M&C
COUNCIL ACTION: Approved on 3/18/2008
DATE: 3/18/2008 REFERENCE NO.: **L-14493 LOG NAME: 30VGA
CODE: L TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize the Direct Sale of an Approximately 41,186 Square Feet Portion of Fee-Owned Surplus
Property Located in the Former Fort Worth and Rio Grande Railroad Right-of-Way South of
Mistletoe Boulevard in Abstract 688 Tract 18A, E. S. Harris Survey to VGA Leasing, L.P., and the
Acceptance and Recording of the Appropriate Instruments, DOE No. 4953
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the Direct Sale of Approximately 41,186 Square Feet (0.9455 Acres) of Fee Owned Surplus
Property to VGA Leasing, L.P., in accordance with Texas Local Government Code 272.001 (b) (1)for the
appraised market value in the amount of$247,000; and
2. Authorize the City Manager to execute the appropriate documents.
DISCUSSION:
In December 2004, the City of Fort Worth acquired surplus 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 (Mayor and Council Communication G-14611, Ordinance No. 16230). VGA Leasing, L.P., has
submitted a request to purchase a portion of the surplus railroad right-of-way.
Fort Worth South, Inc., has determined that the buyer's development plan is consistent with the proposed
Near Southside Development Standards and Guidelines. The shape of the property qualifies the direct sale
of this surplus right-of-way property as allowed under Texas Local Government Code 272.001 (b)(1). The
fair market value purchase price was established through a formal appraisal. The appraised value of the
right-of-way is $247,000, plus applicable costs in the amount of$3,500. The total purchase price of the
railroad right-of-way is $250,500. This property is located in Reinvestment Zone/TIF No. 4.
As part of the sales agreement all closing costs will be incurred by the buyer. The Engineering Department
will collect and distribute the proceeds of the sale at closing, less its management fee. The City will retain all
mineral interests it may own in the property.
Purchaser Type Legal Description S u�Feet Amount
VGA, Leasing, L.P. Direct Sale A portion of the variable 41,186 $247,000.00
Width Fort Worth Rio Grande
Railroad City Fee-Owned
Surplus Right-of-Way,
Which lies North of the South
Line of Blocks 7 and 8
http://www.cfwnet.org/council_packet/mc_review.asp?refnum=L-14493 3/20/2008
M&C Request Review Page 2 of 2
Frisco Addition
Estimated Closing Cost $3,500.00
Total Cost $250,500.00
This property is located in COUNCIL DISTRICT 9, Mapsco 76L.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Engineering Department, Real Property Services, will be responsible
for the collection and deposit of funds due to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
FE71 473012 0137100 $232_180.00
P119 475290 0301000 $14 820.00
GG01 481306 0807061 $500.00
GG01 481306 0909103 $3 000.00
Submitted for City Manager's Office by: Fernando Costa (8476)
Originating Department Head: A. Douglas Rademaker (6157)
Additional Information Contact: Laura B. Chavez (2311)
ATTACHMENTS
http://www.cfwnet.org/council_packet/mc_review.asp?refnum=L-14493 3/20/2008