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HomeMy WebLinkAboutContract 38657CITY SECRETAR �y� ��I CONTRgG�O p�� 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 Texas home rule municipal corporation, acting by and through its duly authorized City Manager or Assistant City Manager ("Seller") and United Community Centers, Inc., a Texas nonprofit corporation, acting by and through Celia Esparza, its duly authorized President/CEO ("Purchaser") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser and Seller's City Council has approved and accepted the Contract in an opening meeting pursuant to Section 1 (a) hereof ("Effective )ate"). (Sometimes Seller and Purchaser are referred to individually as a "Party" and collectively as the "Parties"). RECITALS 1. Seller is the owner of tract of land described as Lots 6A, 7, 8, 9, 10 and 11, Block 69, Polytechnic Heights Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to plat recorded in Volume 63, Page 109, Plat Records Tarrant County, Texas, commonly known as 3101 Avenue J, Fort Worth, Texas, 76105, together with any easements, rights -of -way, licenses, interests, benefits, privileges and rights appurtenant thereto (collectively, the "Property"). 2. Seller desires to sell the Property for fair market value to Purchaser to use as part A anew neighborhood multipurpose community center ("Project") where Purchaser will provide public services that are eligible activities in accordance with the Community Development Block Grant Entitlement Program Regulations, 24 CFR 570, as amended ("CDBG Regulations") and that will benefit the citizens of the City of Fort Worth in general ("Services"). The use of the Property shall be subject for a period of twenty (20) years to certain use restrictions. 3. Seller will convey the Property through direct sale in accordance with Section 272.001 of the Texas Local Government Code. AGREEMENT In consideration of the mutual covenants, representations, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Seller and Purchaser agree as follows: Section 1. Agreement of Sale and Purchase. OFFICIAL RECORD CF•w Sale to United Community Centers 05-01-09 A11 1of16 Legal Rev. (a) Until the Seller's City Council has formally accepted same, this writing 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 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 in Section 2), 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 (as defined below in Section 3) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances") and any express reservations described herein. (d) In Seller's conveyance of the Property to Purchaser, the following rights and interests shall be reserved to Seller (or have previously been reserved by Seller's predecessor in title), and such reservation is hereby approved for all purposes: all right, title, and interest in and to all oil, gas, and other minerals in and under the Property, if any. Seller waives 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) Contemporaneously with the execution of this Contract, Purchaser hereby delivers to Seller the amount of One Hundred and 00/100 Dollars ($100.00) ("Independent Contract Consideration") which amount the Parties bargained for and agreed to as consideration for Seller's execution and delivery 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. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller in cash at closing (as defined below in Section 9), is One Hundred Ninety Seven Thousand Five Hundred and 00/100 Dollars ($197,500.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. (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 Section3) a check payable to the order of Title Company or other means of funding reasonably satisfactory to Seller earnest money in the amount of Five Thousand Nine CFw sale to United Community Centers 2 of 16 Legal Rev. Hundred Twenty Five and 00/100 Dollars ($5,925.00) ("Earnest Money"). Purchaser's failure to deposit the Earnest Money as provided herein shall entitle Seller to void this Contract. The Earnest Money shall secure Purchaser's performance of its closing obligations stated in this Contract. Title company shall hold the Earnest Money in escrow and deliver it in accordance with the provisions of this Contract. (d) Use Restrictions (i) Seller shall convey the Property to Purchaser subject to certain use restrictions on the Property as set forth in this subsection, which shall be included in the Deed (as defined in Section 9). (ii) For a term often (10) years after the date of the Deed, the Property shall be used by Purchaser or any subsequent grantee only for purposes relating to activities which meet a national objective and which are eligible activities as those terms are defined in the CDBG Regulations ("CDBG Activities"). The requirements of this paragraph shall collectively be referred to as the "Ten Year Use Restriction". If the Property is not used in accordance with the Ten Year Use Restriction, Purchaser shall repay Seller a total of $766,500.00 ("CDBG Investment Amount"), which represents the entire amount of Seller's payment to Grantee of Community Development Block Grant funds for improvements on the Property. The performance of Purchaser's obligations and the repayment of the CDBG Investment Amount in the event Purchaser fails to perform shall be secured by a Deed of Trust to Secure Assumption which shall be filed by Seller contemporaneously with the Deed. (iii) For an additional period of ten (10) years following the Ten Year Use Restriction period, if Purchaser or any affiliate entity of Purchaser retains ownership of the Property, the Property shall be used by Purchaser or its affiliate entity only for CDBG Activities. If Purchaser or its affiliate entity fail to comply with the terms of this paragraph, Purchaser or its affiliated entity must repay the CDBG Investment Amount less any amounts forgiven in accordance with the Deed of Trust to Secure Performance,. following: (iv) The Deed of Trust to Secure Performance shall provide the a) Purchaser shall perform CDBG Activities on the Property for a period of twenty (20) years; b) In Years 140, if the CDBG Activities are not performed on the Property, the CDBG Investment Amount shall be repaid to Seller; c) In Years 11-20, the CDBG Investment Amount shall be forgiven at a rate of 10% per year; and CFW Sale to United Community Centers 3 Of 16 Legal Rev. d) In Years 11-20, if the CDBG Activities are not performed on the Property by Purchaser or its affiliate, the CDBG Investment Amount minus any forgiven portions shall be repaid to Seller. Section3. Title Commitment and Survey. (a) Within thirty (30) days after the Effective Date, Purchaser shall obtain at Purchaser's sole cost and expense (i) a Commitment for Title Insurance and Title Policy ("Title Commitment") from a Tile Company of Purchaser's choice ("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) Purchaser may, at its sole cost and expense, obtain a survey ("Survey") 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 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 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 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. Seller shall deliver to Purchaser without recourse or warranty any environmental or engineering reports and studies in Seller's possession concerning the Property ("Reports") within five (5) days after the Effective Date. Section 5. Representations, Warranties, "AS IS" CFW Sale to United Community Centers 4 of 16 Legal Rev. (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 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 19809 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 CFVV Sale to United Community Centers 5 of 16 Legal Rev. 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 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 in Section 8). Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until forty-five (45) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: CFw Sale to United Community Centers 6 of 16 Legal Rev. 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 ( as defined in Section 7). (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 (1) Seller's default in the performance of Seller's obligations under this Contract, or (2) Purchaser does not receive adequate assurance prior to Closing that CDBG funds in an amount not less than $766,500.00 will be awarded and made available to Purchaser for the construction of the community center. (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 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 no more than (15) days after the satisfaction of the following contingencies to Closing ("Closing Contingencies"), but UCC must provide sufficient proof to the City of adequate funding for completion of the construction of the project and UCC and the City execute an agreement for the use of CDBG funds on the construction of the community center. CF'w Sale to United Commwiity Centers 7 of 16 Legal Rev. 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 any 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 July 1, 2009, then Purchaser must terminate this Contract, and upon the termination, and provided Seller is not in default and is ready, willing and able to consummate the transaction, 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, and prescriptive rights, whether of record or not, with the precise form of the Deed to be determined pursuant to Section 11 below; 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 the following: (i) 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. (ii) a Deed of Trust to Secure Performance. CFw sale to United Commmiity Centers 8 of 16 Legal Rev. (3) The Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, a Texas 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 Deed of Trust to Secure Performance, 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) Seller and Purchaser shall each pay their respective attorneys' fees. (6) Except as otherwise provided herein, all costs and expenses in connection with Closing shall be paid or borne by Purchaser including without limitation, Title Company attorney and escrow or settlement fees, costs of tax certificates, Survey costs, and title insurance policy costs. (b) Ad valorem and similar taxes and assessments, if any, relating to the Property shall be prorated between Seller and Purchaser as of the Closing, based on estimates of the amount of taxes that will be due and payable on the Property during the calendar year in which the Closing occurs. As soon as the amount of taxes and assessments on the Property for that year is known, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with the result that Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing, and Purchaser shall pay for those taxes and assessments applicable to the Property after the Closing. The provisions of this Section 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. Section 10. Agents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction. Section 11. Closing Documents. No later than fifteen (15) 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. CFW Sale to United Community Centers 9 Of 16 Legal Rev. Section 12. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (1) 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 Housing & Economic Development Department 1000 Throckmorton Street Fort Worth, Texas 76102 Jay Chapa, Director Telephone: 817-3 92-6103 Fax (817) 392-8361 With a copy to: Leann Guzman City Attorney's Office City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 Fax (817) 392-8359 (817) 3924973 (c) The address of Purchaser under this Contract is: United Community Centers, Inc 1200 E. Maddox Ave Fort Worth, Texas 76104-5745 Telephone: (817) 927-5556 Fax (817) 924-3992 With a copy to: Dan Sykes Gordon, Sykes & Cheatham, LLP 1320 S, University Dr., Ste. 806 Fort Worth, Texas 76107 (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. CFW Sale to United Community Centers 10 Of 16 Legal Rev. 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 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. 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 CF'VV Sale to United Community Centers 11 Of 16 Legal Rev. otherwise, in which Purchaser and/or their 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 16. Time for Execution. If Purchaser has not executed and returned a fully executed original of this Contract to Purchaser by 5:00 p.m., Fort Worth, Texas time on May 15, 2009, the offer of this Contract shall be automatically revolted and terminated. Section 17. Time of the Essence. It is expressly agreed that time is of the essence with respect to this Contract. Section 18. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a tatting 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 tatting. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. 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 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that county. Section 22. 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 23. 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 for the City of Fort Worth or federal holiday, then the Closing or the day for such performance, as the case may be, shall be the next following regular business day. Section 24. Multiple Counterparts. This Contract may be executed in any number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in malting proof of this Contract, it shall not be necessary to produce or account for more than one such counterpart. CFW Sale to United Community Centers 12 Of 16 Legal Rev. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] CFW Sale to United Community Centers 13 Of 16 Legal Rev. This Contract is executed as of the Effective Date. SELLER: CITY OF FORT WORTH, TEXAS By: �� • Assistant Cit anager Date: Log City Secretary ate: Date: as to Legality and Form S Assistant City Attorney PURCHASER: Name: Celia Es arza Title: President/CEO Date: r e ' �rir'Y��6�� �ECCRD C ITY�SE/�CyR�QE.�TA�RY FT �iM!_AI�R. A e 9 A X CFW Sale to United Community Centers 14 of 16 Legal Rev. 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 CFW Sale to United Community Centers Legal Rev. M&C Review Page 1 of 3 Official site of the City of Fort Worth, Texas iz, ,-.xi � ..,..:u:� ?r`C; �.,r.-,,.. ,e ,�. e..:..,,. ,... ...,,�,. ....%:.e.�,'..i�,.m'_^^s"'"-``as.u�-:;vvw.�....C.r �x::;::.,_...,«..x._..Y=Sr`�'.`��2'��',aa-tea,_-v+�._.r�+'�,`;-.."e.S�'�^su;�mx�.r,.�'.";ei.�+�""`" _ x,.-v�J=", `3'.-t",'3 COUNCIL ACTION: Approved on 12/2/2008 -Res. No. 3686-12-2008 DATE: 12/2/2008 REFERENCE NO.: L-14679 LOG NAME: 17UCC CODE: L TYPE: NON -CONSENT PUBLIC HEARING: NO SUBJECT: Adopt Resolution Authorizing the Direct Sale of City Fee Owned Property Located at 3101 Avenue J at the Northeast Corner of Avenue J and Wesleyan Street to United Community Centers, Inc., for $197,500.00 ��� _, ���__���.�< � � ��:.-��� �� ,c, , . :max, �F�-� -�,� x-��t�-�� RECOMMENDATION: It is recommended that the City Council: 1. Authorize the direct sale of City fee owned property located at 3101 Avenue J at the northeast corner of Avenue J and Wesleyan Street for $197,500.00 to United Community Centers, Inc., in accordance with Section 272.001(i) of the Texas Local Government Code; 2. Authorize the City Manager to execute and record appropriate instruments conveying the property to United Community Centers, Inc., free and clear of all encumbrances except the survey and the encumbrances appearing in the title commitment; and 3. Adopt attached resolution stating the terms and setting forth the public purpose of conveyance. DISCUSSION: On May 26, 1981, the City Council authorized the purchase of property located in the Polytechnic Wesleyan area at 3101 Avenue J with Community Development Block Grant (CDBG) funds (M&C C-5704). Since 1981, the City has leased the property to United Community Centers (UCC). The UCC operates the property as a community center. UCC has requested to purchase the property to build a new community center. The proposed center will contain approximately 13,100 square feet and will have a playground. The UCC will offer services that include after school child care, youth programs for ages 12 through 17, emergency assistance, and in-depth case management plus will have space to host community events. UCC serves 13,000 clients per year. The purchase price determined by an appraisal is $197,500.00. Staff recommends the sale of the property to UCC for the appraised value. UCC is responsible for all closing costs. The proceeds from the sale of the property will be deposited as program income into a CDBG account. http://apps.cfwnet.org/council�acicet/mc review.asp?ID=10765&councildate=l2/2/2008 3/26/2009 M&C Review Page 2 of 3 Terms of the sale include: • The City will retain the mineral rights; • Deed of Trust with the following conditions: i. Purchaser shall perform CDBG Activities on the Property for a period of 20 years; ii. In Years 1 through 10, if the CDBG Activities are not performed on the Property, the CDBG Investment Amount (staff is negotiating a contract for the CDBG funds and another M&C is forthcoming) shall be repaid to Seller; iii. In Years 11 through 20, the CDBG Investment Amount shall be forgiven at a rate of 10 percent per year; and iv. In Years 11 through 20, if the CDBG Activities are not performed on the Property by Purchaser or its affiliate, the CDBG Investment Amount minus any forgiven portions shall be repaid to Seller. • The conveyance shall not occur until UCC can provide sufficient proof to the City of adequate funding for the completion of the construction of the project and UCC and the City execute an agreement for the use of CDBG funds on the construction of the community center. Notice of the intent to sell the property was advertised in the Fort Worth Star -Telegram in compliance with Chapter XXI, Section 5 of the Fort Worth City Charter. The advertisement ran for five consecutive weeks as follows: Friday, October 3, 2008; Friday, November 7, 2008; Friday, November 14, 2008; Friday, November 21, 2008; and Friday, November 28, 2008. Address Legal Description Price Zoning 3101 Avenue J Polytechnic Heights Addition, Block 69, $ 197500.00 A-5 Lots 6A, 7, 8, 9, 10 and 11 The property is located in COUNCIL DISTRICT 8 and the Polytechnic/Wesleyan NEZ, Mapsco 78P FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City http://apps.cfwnet.org/council�acket/mc_review.asp?ID=10765&councildate=l2/2/2008 3/26/2009 M&C Review Page 3 of 3 funds. TO Fund/Account/Centers GR91 451685 005 206 066 000 �197,500.00 Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: ATTACHMENTS Resolution for Public Purpose.doc FROM Fund/Account/Centers T.M. Higgins (6192) Jay Chapa (5804) Cynthia Garcia (8187) Avis F. Chaisson (6342) http://apps.cfwnet.org/council�acket/mc review.asp?ID=10765&councildate=l2/2/2008 3/26/2009