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HomeMy WebLinkAboutContract 37410i CITY SECRETARY OPTION TO PURCHASE CONTRACT Now 3 THIS OPTION TO PURCHASE ("Option"), dated J1111e 18. 200t; 2008, is between The City of Fort Worth, Texas, a home rule municipality ("Seller"), acting by and through its duly authorized Assistant City Manager, Tom Higgins, on its own behalf and on behalf of the Fort Worth Independent School District, Tarrant County Water Control & Improvement District Number 1, Tarrant County Education District, JPS Hospital District, Tarrant County College District and the State of Texas, County of Tarrant; and Everest Partners. hic. ("Purchaser"), acting by and through its duly authorized Ament Debbie Danilow/Heart2Heart Real Estate License No 0471.157. a duly authorized Associate of DFW Properties net License No 0521647 1000 Ballpark Wad;, Ste 308. Arlington, Tx 76011. RE�CiTAi.S A. Seller is the owner of certain tracts of real property, which are more particularly described on Exhibit "X% attached hereto and incorporated herein by reference, known as 713 Grainger, Fort Worth, Texas (the "Property"). $. Purchaser desires to purchase and develop the Properly. C. Due to various fmancial as well as other feasibility constraints which pertain to Purchaser's intended use of the Property, Seller has agreed to grant to Purchaser an option to purchase the Property. AG]REEi'yIEiV�t' In consideration of the mutual covenants and other consideration in this Option, Seller and Purchaser agree as follows: 1. Oration• In consideration of ONE HUNDRED AND NO/100 DOLLARS ($100.00), Seller grants to Purchaser the exclusive right and option to purchase the Property, SUBJECT, HOWEVER, to the terms and conditions hereinafter set forth. This option amount is in addition to and independent of any other consideration or payment provided for in this Option, is nonrefundable, and Shall be retained by Seller notwithstanding any other provision of this Option. 2. Option Period. This Option shall expire on July 1, 2009. Purchaser may exercise this Option -oy giving written nonce tv Seiler prior to the expiration of the t3ptionI Purchaser may extend the Option for one additional six (6) month period by notifying Seller in writing of the extension prior to the expiration of the Option. "s. Purchase price. The purchase price for the Property shaft be Fifteen Thousand, Six Hundred and Ninety Three and 48/100 Dollars ($15,693,48). 4. Zoning. Purchaser intends to develop the Property as part of a mixed use project, generally to consist of medical office and retail (the "Project"). Purchaser shall apply for and obtain the approvals necessary to change the zoning classification of the Property to a PDSU for office and retail ("Zoning Change") in accordance with the Near Southside Development Standards and Guidelines adopted by the Fort Worth City Council and in accordance with the attached site plan attached as Exhibit 1 - FICIAL RECORD SECRETARY t FT. WORTH, TX CITY SECRETARY OPTION TO PURCHASE CONTRACT Now 3 THIS OPTION TO PURCHASE ("Option"), dated J1111e 18. 200t; 2008, is between The City of Fort Worth, Texas, a home rule municipality ("Seller"), acting by and through its duly authorized Assistant City Manager, Tom Higgins, on its own behalf and on behalf of the Fort Worth Independent School District, Tarrant County Water Control & Improvement District Number 1, Tarrant County Education District, JPS Hospital District, Tarrant County College District and the State of Texas, County of Tarrant; and Everest Partners. hic. ("Purchaser"), acting by and through its duly authorized Ament Debbie Danilow/Heart2Heart Real Estate License No 0471.157. a duly authorized Associate of DFW Properties net License No 0521647 1000 Ballpark Wad;, Ste 308. Arlington, Tx 76011. RE�CiTAi.S A. Seller is the owner of certain tracts of real property, which are more particularly described on Exhibit "X% attached hereto and incorporated herein by reference, known as 713 Grainger, Fort Worth, Texas (the "Property"). $. Purchaser desires to purchase and develop the Properly. C. Due to various fmancial as well as other feasibility constraints which pertain to Purchaser's intended use of the Property, Seller has agreed to grant to Purchaser an option to purchase the Property. AG]REEi'yIEiV�t' In consideration of the mutual covenants and other consideration in this Option, Seller and Purchaser agree as follows: 1. Oration• In consideration of ONE HUNDRED AND NO/100 DOLLARS ($100.00), Seller grants to Purchaser the exclusive right and option to purchase the Property, SUBJECT, HOWEVER, to the terms and conditions hereinafter set forth. This option amount is in addition to and independent of any other consideration or payment provided for in this Option, is nonrefundable, and Shall be retained by Seller notwithstanding any other provision of this Option. 2. Option Period. This Option shall expire on July 1, 2009. Purchaser may exercise this Option -oy giving written nonce tv Seiler prior to the expiration of the t3ptionI Purchaser may extend the Option for one additional six (6) month period by notifying Seller in writing of the extension prior to the expiration of the Option. "s. Purchase price. The purchase price for the Property shaft be Fifteen Thousand, Six Hundred and Ninety Three and 48/100 Dollars ($15,693,48). 4. Zoning. Purchaser intends to develop the Property as part of a mixed use project, generally to consist of medical office and retail (the "Project"). Purchaser shall apply for and obtain the approvals necessary to change the zoning classification of the Property to a PDSU for office and retail ("Zoning Change") in accordance with the Near Southside Development Standards and Guidelines adopted by the Fort Worth City Council and in accordance with the attached site plan attached as Exhibit 1 - FICIAL RECORD SECRETARY t FT. WORTH, TX "B" and made apart hereof for all purposes. Purchaser shall make an application with the City of Fort Worth for the Zoning Change. Purchaser agrees to pursue the approval of the Zoning Change with reasonable diligence, and, in connection therewith, Seller agrees to cooperate fully with Purchaser so long as the Zoning Change is for construction of the Project, which cooperation may include appointing Purchaser as Seller's authorized agent to apply for the Zoning Change; provided, however, Purchaser acknowledges and agrees that the Zoning Change is subject to the approval of the Fort Worth City Council. 5. ReplattinE. Purchaser, at its expense, will have the responsibility for replatting the Property, along with the adjacent dots owned by Purchaser together in one plat, and such replatting will be a condition to Closing. As part of the replat process, Purchaser and Seller must agree upon the location of any sanitary sewer, water, storm drainage, or other right-of4ay easements located on the Property necessary for its development, and by the recording of such replat, Purchaser shall dedicate such easements to the public at no cost to the Seller. Purchaser agrees to pursue the replat of the Property with reasonable diligence, and in connection therewith, Seller agrees to fully cooperate with Purchaser, which cooperation may include appointing Purchaser as Seller's authorized agent to apply for the repeat. Purchaser shall obtain all necessary approvals for the replat prior to Closing, but shall not file the replat until the date of Closing. b. Closinit. A. Closing of the sale of the Property (the "Closing") shall occur within 30 days after Purchaser satisfies the conditions in Paragraph 4 and 5, but no later than July 1, 2DO9, at I2 ,miblic T itic Cornpetnn _ 280 t So litilau. Ste, 100, Ft Worth. Tx 7610Q ("Title Company"). Seller agrees that Purchaser may set an earlier date for Closing upon at least five (5) days' prior notice to Seller, provided that the Purchaser's obligations in Sections 4 and 5 have been fulfilled. 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: (a) A Tax Resale Deed ("Deed"), fully executed and acknowledged by Seller, the form of the deed is attached as Exhibit "C"; (b) Any other instrument or document necessary for Title Company to issue the Owner Policy; and (c) Any other document required hereunder or by the Title Company to consummate the sale of the Property. 2. Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company: (a) 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; and OFFICIAL RECORD �-�--' CITY SECRETARY FT. WORTH, TX (b) Any other document required hereunder or by the Title Company to consummate the sale of the Property. C. At closing, Seller shall deliver to Purchaser sole and actual possession of the property being purchased. D. Purchaser shall pay all recording fees and any other closing costs set forth by the Title Company, E. Seller and Purchaser shall each pay their respective attorneys' fees and Purchaser shall be responsible for all of the escrow and recording fees. �: tndemnificarion, Representations, '1�i'arranties, ''AS ISF`. Seiler hereby makes the following representations, warranties and disclaimers as of the date of this Option, all of which shall be deemed to have been made by Seller as of the date of the closing and which shall survive the closing and shall be incorporated into the Deed as follows: BY THE ACCEPTANCE OF TffiS DEED, GRANTEE TAKES AND ACCEPTS THE PROPERTY "AS ISWITH ALL FAULTS, IF ANY, GRANTEE ACKNOWLEDGES THAT THE PROPERTY CONDITION IS A MATERIAL PART OF THE CONSIDERATION FOR THE PURCHASE. GRANTEE HAS HAD AN OPPORTUNITY TO INSPECT THE PROPERTY, GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, FITNESS FOR INTENDED USE, LAYOUT, ZONING, MERCHANTABILITY, OR ANY OTHER MATTER AFFECTING THE PROPERTY; GRANTEE EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL POLLUTION, OR LAND USE RULES, REGULATIONS OR MQUIREMENTS. The provisions of Section 7 shall be incorporated into the Deed. 8. 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 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. Purchaser and any contractors used to perform any function contained in this paragraph shall provide Seller certificates of insurance acceptable to Seller insuring against such suits, claims or damages. Purchaser shall be solely responsible for all costs of any environmental site assessments Purchaser deems necessary. If the Closing does not occur for any reason, the Property will be restored by Purchaser to its original condition at Purchaser' sole expense following any site work, to the extent reasonably practical. 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. 3 ���� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX N onces. A. Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if delivered in person to the address set forth hereinbelow for the party to whom the notice is given, or placed in the United States mail, return receipt requested, addressed to such party at the address hereinafter specified. B. The address of Seller for all purposes under this Option and for all notices hereunder shall be: The City of Fort Worth, Texas Economic Development 1000 Throckmorton Fort Worth, Texas 76102 Attn: Cynthia Garcia With a copy to: City Attorneys Office 1000 Tnrockmorton Fort Worth, Texas 76102 Attn: Leann D. Guzman C. The address of Purchaser for all purposes under this Option and for all notices hereunder shall be: Everest Partners, Inc./Dr. K. Chunduri 1650 West Rosedale Fort Worth. Texas 76104 With a copy to: D. From time to time any party may designate another address within the forty-eight (4$) contiguous states of the United States of America for all purposes of this Option by gg the other party not less than thirty (30) days' advance written notice of such change of address in accordance with the provisions hereof. 11. Termination, Default, and Remedies. A. If Purchaser rails 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. Be 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 4 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract, then Purchaser as Purchaser's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing, whereupon neither parry hereto shall have any further rights or obligations hereunder. 12. ntire Agreement. This Option (including the exhibits hereto) contains the entire agreement between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein shall be of any force and effect. No variation, modification, or changes hereof shall be binding on any party hereto unless set forth in a document executed by such parties or a duly authorized agent, officer or representative hereof. 13. -Succession. This Option si�atl inure to the benent of and be binding on the parties hereto and their respective successors and assigns. Purchaser shall not assign this Option or any rights or obligations hereunder to any third party without the prior written consent of Seller. 14. Governing Law and Venue. This Option shall be governed by and construed in accordance with the laws of the state of Texas. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. 15, Performance ol` Agreement. The obligations under the terms of this Option are performable in Tarrant County, Texas. 1 �. Severabilitv. In case any one or more of the provisions contained in this Oprion shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Option shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 17. No Partnershia. The terns, provisions and agreements set forth in This Option are not intended to create a piu mership or any other kind of joint venture, and neither party hereto is hereby authorized or appointed to act as the agent or representative of the other in any respect. [SIGNATURES APPEAR ON FOLLOWING PAGE] 5 OFFICIAL RECORD CITY SECRETARY FT WORTH, TX EXECUTED by Seller and Purchaser to be ei%ctive as or the date first written above. SELLER: CITY OF FORT WORTH, A Texas municipal corporation f By: Name: Tom Higgins Title: Assistant City Manager J c- Attest: as to Legality and Form: PURCHASER: By: Dr. K. Chunduri Name: Krishnababu Chunduri Title: Vice -President Contract Author ization is, 1o ot0, OFFICIAL RECOR® CITY SECRETARY WORTH, TX ExitI= ``Ar' Proaerty Description Lot 10, Block 2, Grauiger 1Filing Addition, situated in the City of Fort Worth, Tarrant County, Texas, as shown by a deed of record in Volume 8677, Page 467, of the Deed Records of Tarrant County Texas, Account 1085786 7 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit OTICE OF CONFIDENTIALITY RIGHTS: N IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF OTHE FOLLGWING INFORMATION FROM ANY INS`IRUVIENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER TAX RESALE DEED WITHOUT WARRANTY -STATE OF T`E�AS COUNTY OF TARR.ANT § THAT the City of Fort Worth, a municipal corporation of Tarrant County, Texas, Grantor, acting by and through acting for the use and benefit of itself and dly authorized Assistant City Manager its u, hereinafter referred to collectively as "Grantor", for and in consideration /100 Dollars ($ ), paid to it by , "Grantees', the receipt and sufficiency of which is hereby acknowledged, does convey unto the said , all of its right, title and interest acquired or held by the Grantor in and to the following described real property situated in Tarrant County, Texas, to wit: The City of Fort Worth was named Grantee on its own behalf and on behalf of the taxing entities named above in a deed dated ,which was recorded in County Records, Tarrant County, Texas, on O�FICI�IL RECORD CITY SECRETARY � r. WORTH, TX This Tax Resale Deed Without Warranty is made subject to, and Grantee acknowledges, the right of redemption as provided in the Texas Tax Code, V.T.C.A. Aica: Grantee acknowledges that Grantor has not made and does not make any representations as to the physical condition, or any other matter affecting or related to the property or any improvements thereon. BY THE ACCEPTANCE OF THIS DEED, GRANTEE TAKES AND ACCEPTS THE PROPERTY "AS IS", WITH ALL FAULTS, IF ANY. GRANTEE ACKNOWLEDGES THAT THE PROPERTY CONDITION IS A MATERIAL PART OF THE CONSIDERATION FOR THE PURCHASE. GRANTEE HAS HAD AN OPPORTUNITY TO INSPECT THE PROPERTY, GRANTOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, FITNESS FOR INTENDED USE, LAYOUT, ZONING, MERCHANTABILITY, OR ANY OTHER MATTER AFFECTING THE PROPERTY; GRANTEE EXPRESSLY kCKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. GRANTOR HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL POLLUTION, OR LAND USE RULES, REGULATIONS OR REQUIREMENTS. Grantor expressly disclaims, and by the acceptance of this deed Grantee acknowledges and agrees that Grantor has disclaimed, any and all express or implied representations, warranties, or guaranties, of any kind, that might arise by common law as well as the warranties in the Texas Property Code, concerning the property and improvements thereon, including without limitation (1) the value, condition, merchantability, habitability, marketability, profitability, or fitness for a particular use or purpose of the property and/or any improvements thereon and (2) the manner or quality of the construction or materials incorporated into any improvements and repair, quality, state of repair or lack of repair of any improvements. This Tax Resale Deed Without Warranty is expressly made and accepted by Grantee subject to any and alI restrictions, existing easements, rights -of --way, and prescriptive rights, 0 EC RECORD CI EC = FT. WORTH, Tx whether of record or not; all presently recorded and validly existing instruments, covenants, conditions, zoning laws, regulations, ordinances of municipal and other governmental authorities, and reservations, including, but not limited to, minerals previously reserved or conveyed, if any, relating to the property, but only to the extent that they are still in effect. TO HAVE AND TO HOLD all of its right, title and interest in and to the above described premises, together with, all and singular, the rights and appurtenances thereto in any manner belonging unto Grantor and assigns, forever, so that neither Grantor nor its successors and assigns, nor any person or persons claiming under it, shall at any time hereafter have, claim, or demand any right, title or interest to the aforesaid property, premises or appurtenances, or any part thereof. When the context requires, singular nouns and pronouns include the plural. N WITNESS WHEREOF, this instrument is executed on the day of 2408. By: Grantee°s address: CITY OF FORT WORTH Assistant City Manager APPROVED AS TO FORM AND LEGALITY: By: STATE OF TEXAS § COUNTY OF TARRANT § Assistant City Attorney BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person and officer whose name is subscribed to Lite foregoing instrument, and acknowledged to me that he executed the same as the act and deed 10 �r=r;rcrAr. RECOR® � CITY SECRETARY >°T: WORTH, TX of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER IVIY HAND AND SEAL OF OFFICE this day of 20080 Notary Public in and for the State of Texas 11 OFFICIA►l. RECORD CITY SECRETARY T. WORTH, TX EARNEST MONEY: A. Not later than 3 days after the effective date, Buyer must deposit $ 500.00 D�has earnest money with Re ublic Title Com an n Wilson (escrow agent) at 2801 S Hulen Ste 100 r Fort Worth Tx 76109 (address). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract by providing written notice to Buyer before Buyer deposits the earnest money and may exercise Seller's remedies under Paragraph 15. Be Buyer will deposit an additional amount of $ n/a with the escrow agent to be made part of the earnest money on or before: ❑ (i) n/a days after Buyer's right to terminate under Paragraph 7B expires; or ❑ (ii) n a Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the escrow agent to deposit the earnest money in an interest -bearing account at a federally insured financial institution and to credit any interest to Buyer. Escrow agent acknowledges receipt of: Cl A. the contract on this day 0 Be earnest money in the amount of $ on Escrow i�gent: By: ESCROW RECEIPT (effective date); in the or of Address: E-mail: OFFICtgL RECORD CITY SECRETgR� FT. WORTH, TX i • • • • . • • • . • COUNCIL ACTION: Approved on 7/15/2008 DATE: Tuesday, July 15, 2008 LOG NAME: 17713 GRAINGER REFERENCE NO.: *�L-14588 SUBJECT: Authorize the Direct Sale of Tax -Foreclosed Property Located at 713 Grainger for $15,693.48 in Accordance with Section 34.05 of the Texas Property Tax Code to Everest Partners, Inc., and Authorize Execution of Appropriate Instruments RECOMMENDATION: It is recommended that the City Council: 1. Authorize the direct sale of tax -foreclosed property located at 713 Grainger for $15,693.48, in accordance with Section 34.05 of the Texas Property Tax Code to Everest Partners, Inc.; and 2. Authorize the City Manager to execute and record the appropriate instruments conveying the property free from city encumbrances to complete the sale. DISCUSSION: The property located at 713 Grainger was struck off to the City of Fort Worth (City) as a result of a tax foreclosure. The City holds the property as trustee for all of the taxing units that were a party to the foreclosure suit. The City is authorized to conduct a direct sale of the tax -foreclosed property to a buyer for the tax judgment amount plus any accrued court costs and administrative fees. Everest Partners, Inc., (Everest) has requested to purchase the property in order to incorporate the property with its adjacent property to develop a project consisting of medical offices and retail uses. As a part of the sale of the properties to Everest, staff recommends releasing all city liens so that it can be conveyed free of city encumbrances. The Planning and Development Department has reviewed the current zoning of the property, and determined that the zoning classifications of the property is compatible with respect to existing land use, the existing land uses of the surrounding neighborhood, and future land use designations indicated by the Comprehensive Plan. Address Legal Description 713 Grainger Lot 10 Block 2, Grainger 1st Filing Addition The property is located in COUNCIL DISTRICT 8, Mapsco 77J. Price $15,693.48 Zonina NS-T4N FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that the Economic and Community Development is responsible for the collection and deposit of funds from this sale. Logname: 17713 GRAINGER Page 1 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers GC10 444573 030023001000 $15,693.48 Submitted for City Manager's Office bk Tom Higgins (6192) Originating Department Head: Jay Chapa (5804) Additional Information Contact: Cynthia Garcia (8187) Logname: 17713 GRAINGER Page 2 of 2