HomeMy WebLinkAboutContract 41925 (2)CITY SECRETARY
CONTRACT NO. � IqM-
CONTRACT OF SALE AND PURCHASE
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, acting by and through its duly authorized City Manager or Assistant City
Manager ("Purchaser") and Belinda Atherton, ("Seller") as of the date on which this Contract is
executed by the last to sign of Seller and Purchaser ("Effective Date").
RECITALS
1. Seller is the owner of a tract of land out of the Scott, M William Survey, Abstract 1957
Tracts 1 A & 1 A6 & Abstract 1776 Tract 1, Tarrant County, Texas, commonly known as
589 Harmon Road, Fort Worth, Texas, together with any easements, rights -of -way,'
licenses, interests, and rights appurtenant thereto (collectively, the "Property").
2. Purchaser is a municipal corporation that desires to acquire the Property for public use.
3. Seller desires to sell the Property for fair market value for public use, which will benefit
the citizens of the City of Fort Worth in general.
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as
follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to
purchase and accept the Property from Seller, for the purchase price (as defined below), subject
to the terms and conditions set forth in this Contract.
(b) Seller shall convey the Property to Purchaser free and clear of all liens, claims,
easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other
encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the
Title Commitment and the survey (as defined below) that are not cured and that are subsequently
waived pursuant to Section 3 ("Permitted Encumbrances").
(c) Seller shall retain the rights to an interest in anT' mineral rights. The Deed (defined
below) will contain a surface waiver aace table to Purchaser in its sole discretion.
FICIAL RECORD
CITY SECRETARY
WORTrily'`
Section 2. Independent Contract Consideration, Earnest Monet/ and Purchase Price.
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(a) Contemporaneously with the execution of this Contract, Purchaser delivers to
Seller a check in the amount of Five Hundred Dollars and 00/100 Dollars ($500.00)
("Independent Contract Consideration") as independent consideration for Seller's execution,
delivery and performance of this Contract. This Independent Contract Consideration is in
addition to and independent of any other consideration or payment provided for in this Contract,
is non-refundable, and shall be retained by Seller notwithstanding any other provision of this
Contract; however, upon Closing (as hereinafter defined), the Independent Contract
Consideration shall be applied as a credit toward the Purchase Price (as hereinafter defined).
Theprice("Purchase Price")for the P���Na able Pur�ser to
(b) purchase Property, by
Seller at closing (as defined below), is FIVE HUNDRED TW£NT-PIPTY THOUSAND and
00/100 DOLLARS ($525,000.00). Seller has determined that the Purchase Price reflects the
current fair market value of the Property.
(c) Within 10 days of the Effective Date, Purchaser shall deliver to Lavonne S. Keith,
Alamo Title Company, 2900 South Hulen, Ste. 30, Fort Worth, TX, 76109, Direct (817) 921-
1215 ("Title Company") a check or wire in the amount of One Thousand Dollars and 00/100
Dollars ($1,000.00) ("Earnest Money"). At Closing, the Earnest Money shall be applied as a
credit toward the Purchase Price.
Section 3. Title Commitment and Survey.
(a) Within thirty (30) days after the Effective Date, Purchaser shall obtain at Seller's
sole cost and expense (i) a Commitment for Title Insurance ("Title Commitment") from the 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) Within 10 days of the Effective Date, Seller will provide Purchaser with all
surveys of the Property in Seller's possession. If Seller does not have a survey of the property
satisfactory to Purchaser, in Purchaser's sole discretion, then Purchaser will have a new survey
completed on or before Closing at Purchaser's sole cost. The description of the Property included
in the survey chosen by Purchaser (the "Survey") will be used in all of the documents set forth in
this Contract that require a legal description of the Property.
(c) If the Title Commitment or Survey discloses any Encumbrances or other matters,
which are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give
Seller written notice thereof within fifteen (15) days after receipt of the Title Commitment,
Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections
("Objections"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to
cure the Objections, but shall be under no obligation to do so.
(d) If Purchaser gives notice of Objections and Seller does not cure the Objections,
cause the Title Commitment and Survey to be amended to give effect to matters that are cured,
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and give Purchaser written notice thereof within the fifteen (15) day period following receipt of
the notice of Objections from Purchaser ("Cure Period"), Purchaser shall have the right either (i)
to terminate this Contract by giving written notice thereof to Seller at any time after the
expiration of such Cure Period but prior to the expiration of the option period (as defined below
in Section 6) and, upon such termination, neither party hereto shall have any further rights or
obligations, or (ii) to waive the Objections and consummate the purchase of the Property subject
to the Objections which shall be deemed to be Permitted Encumbrances. Notwithstanding the
foregoing sentence, if Seller has commenced curing the Objections and is diligently prosecuting
the same, as determined by Purchaser in Purchaser's sole discretion, then Purchaser in
Purchaser's sole discretion may extend the Cure Period for an amount of time Purchaser deems
necessary for Seller to cure the same.
Section 4. Review Reports. Within five (5) days after the Effective Date, Seller shall
deliver to Purchaser for Purchaser's review any and all environmental or engineering reports and
studies in Seller's possession concerning the Property ("Reports").
Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to
go on to the Property, including the Improvements, to make inspections, surveys, test borings,
soil analysis, and other tests, studies and surveys, including without limitation, environmental
and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall be conducted at
Purchaser's sole risk and expense, and Purchaser agrees to y-.n« defend Seller and th
Property from any liens and claims resulting from such Tests. The Property will be restored by
Purchaser to its original condition at Purchaser's sole expense following any site work. In the
event this transaction does not close for any reason whatsoever, the Purchaser shall release to
Seller any and all independent studies or results of Tests obtained during the option period (as
defined below).
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until one
hundred and twenty (120) days after the Effective Date ("Option Period"), the following is a
condition precedent to Purchaser's obligations under this Contract:
Purchaser being satisfied in Purchaser's sole and absolute discretion that the
Property is suitable for Purchaser's intended uses, including, without limitation,
Purchaser being satisfied with the results of the Tests (defined in Section 5
above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the
condition precedent described in Section 6 (a) above, Purchaser may give written notice thereof
to Seller on or before the end of the Option Period, whereupon this Contract shall terminate.
Upon such termination, neither party shall have any further rights or obligations under this
Contract.
(c) If Purchaser gives notice of Contract termination to Seller under this Section, any
Earnest Money shall be returned to Purchaser.
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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 signed by both parties.
Section 7. Closing Contingencies
(a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall
occur through the office of the Title Company in no more than (15) days after the satisfaction of
the following contingencies to Closing ("Closing Contingencies"), but not later than August 31,
2011. The Closing Contingencies are as follows:
(1) Any easements conveyed to the City will be at no cost to the City; and
(2) The transaction must be approved by the Fort Worth City Council at a City
council meeting.
(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 August 31, 2011, then Purchaser must terminate this
Contract, and upon the termination, Seller shall retain the Earnest Money and any interest earned
and neither party will have any further rights or obligations hereunder; however, the Closing may
be extended if the Closing Contingencies are not satisfied if agreed to in writing by the parties.
Section 8. Closing Subject to Section (d) below, Closing shall occur no later than
August 31, 2011.
(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:
4ceirx\
(i) A Warranty Deed ("Deed"), fully executed and
acknowledged by Seller, conveying to Purchaser good and indefeasible fee
simple title to the Property subject only to the Permitted Encumbrances,
with the precise form of the Deed to be determined pursuant to Section 10
below;
(ii) Any other instrument or document necessary for Title Company to
issue the Owner Policy in accordance with Section 8(a)(3) below.
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(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to
be delivered to Seller through the Title Company federally wired funds or a
certified or cashier's check or such other means of funding acceptable to Seller, in
an amount equal to the Purchase Price, adjusted for closing costs and prorations
(3) Title Company shall issue to Purchaser, at Purchaser s sole cost and
expense an Owner Policy of Title Insurance ("Owner Policy") issued by Title
Company in the amount of the Purchase Price insuring that, after the completion
of the Closing, Purchaser is the owner of indefeasible fee simple title to the
Property, subject only to the Permitted Encumbrances, and the standard printed
exceptions included in a Texas Standard Form Owner Policy of Title Insurance•
provided, however, the printed form survey exception shall be limited to
shortages in area,' the printed form exception for restrictive covenants shall be
deleted except for those restrictive covenants that are Permitted Encumbrances,
there shall be no exception for rights of parties in possession, and the standard
exception for taxes shall read: "Standby Fees and Taxes for the year of Closing
and subsequent years, and subsequent assessments for prior years due to change
in land usage or ownership";
(4) Seller and Purchaser shall each pay their respective attorneys' fees;
(5)
Seller shall pay all recording fees and any other closing costs as set forth
by the Title Company.
(b) Ad valorem and similar taxes and assessments, if any, relating to the Property
shall be prorated between Seller and Purchaser as of the Closing, based on estimates of the
amount of taxes that will be due and payable on the Property during the calendar year in which
the Closing occurs As soon as the amount of taxes and assessments on the Property for that year
is known, Seller and Purchaser shall readjust the amount of taxes to be paid by each party with
the result that Seller shall pay for any taxes and assessments applicable to the Property up to and
including the date of Closing, and Purchaser shall pay for those taxes and assessments applicable
to the Property after the Closing The provisions of this Section 8(b) survive the Closing
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser free and clear of all tenancies of every kind
(d) If Purchaser is not prepared to close on or before August 31, 2011, the Closing
may be extended if agreed to in writing by the parties.
Section 9. Agents. Seller has engaged C21 Alliance Properties to serve as its agent or
broker, and Seller shall be solely responsible for the payment of any fees, expenses, or other
costs owed to such party.
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Section 10. Closing Documents. No later than two (2) days prior to the Closing, Seller shall
deliver to Purchaser a copy of the General Warranty Deed, which is subject to Purchaser's
reasonable right of approval.
Section 11. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have
been served if (i) delivered in person to the address set forth below for the party to whom the
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, or (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.
(c)
(b) The address of Purchaser under this Contract is:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Robin Bentley
Real Property Services Division
Telephone: 817-392-7315
The address of Seller under this Contract is: ,j�
5 �s old �i
-��- /,t)nhtin .
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Telephone:
With a copy to:
Leann D. Guzman
City Attorney's Office
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Telephone: (817) 392-7600
(d) From time to time either party may designate another address under this Contract
by giving the other party advance written notice of the change.
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Section 12. Termination, Default, and Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant
to this Contract at the Closing for any reason other than termination of this Contract by Purchaser
pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to
perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive
remedy, shall have the right to terminate this Contract by giving written notice thereof to
Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights
or obligations hereunder.
(b) If Seller fails or refuses to consummate the sale of the Property pursuant to this
Contract at Closing or fails to perform any of Seller's other obligations hereunder either prior to
or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a
right so to terminate expressly set forth in this Contract or Purchaser's failure to perform
Purchaser's obligations under this Contract, then Purchaser shall have the right to terminate this
Contract by giving written notice thereof to Seller prior to or at the Closing .and neither party
hereto shall have any further rights or obligations hereunder.
Section 13. Entire Contract. This Contract (including the attached Exhibits) contains the
entire contract between Seller and Purchaser, and no oral statements or prior written matter not
specifically incorporated herein is of any force and effect. No modifications are binding on
either party unless set forth in a document executed by that party.
Section 14. Assigns. This Contract inures to the benefit of and is binding on the parties and
their respective legal representatives, successors, and assigns. Neither party may assign its
interest under this Contract without the prior written consent of the other party.
Section 15. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof
becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole
discretion, either (i) terminate this Contract and neither party shall have any further rights or
obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in
the Purchase Price to reflect the net square footage of the Property after the taking.
Section 16. Governing Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 17. 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 18. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that County.
Section 19. Severabilitv. 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
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other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein
Section 20. 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 21. 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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Thisas of the Effective Date.
Contract
is EXECUTED
SELLER:
BELINDA AT ERTON
Name:
Date: OLALT
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PURCHASER:
WORTH, CITY OF FORTTEXAS
By:
Su
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is Assistant City Manager
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` ix Citykary
"'Marty Hendrix, Seere.,��
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APPROVED AS TO LEGALITY AND FORM
(AV, /(171/1, A
ssistant City Attorne
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OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX
•
itsother duties pursuant to the
Company agrees to perform
By
its execution below, Title C p y
provisions of this Contract.
TITLE COMPANY:
By:
Name:
Title: Lin`J �.
Date: `)
OFFICIAL RECORD
CITY SECRETARY
IFT. WORTH, TX
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/7/2011 — Ordinance Nos.19714-06-2011 &
19715-06-2011
DATE: Tuesday, June 07, 2011
LOG NAME: 17589 HARMON
,SUBJECT.
REFERENCE NO.: **L-15193
Authorize the Acquisition of One Single —Family Residential Propeity Located at 589 Harmon Road, Tarrant
County, Texas, in the Amount of $525 000.00 for the Fort Worth Alliance Airport Noise Compatibility
Program and Adopt Appropriation Ordinances (COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the use of revenue derived from mineral leases on City —owned airports in the amount of
$535,000.00 for costs associated with acquiring 589 Harmon Road;
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the amount
of $535,000.00 in the Airports Gas Lease Project Fund from available funds;
3. Authorize the transfer of funds from the Airports Gas Lease Project Fund to the Municipal Airports Fund
in the amount of $535,000.00;
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Municipal Airports Fund in the amount of $535,000.00, from available funds;
5. Authorize the acquisition of a single family residence located at 589 Harmon Road in Tarrant County,
Texas, from Belinda Atherton for the Fort Worth Alliance Airport Noise Compatibility Program and find that
the price offered in the amount of $525,000.00 is just compensation plus estimated closing costs of
$10 000.00 for a total acquisition cost of $535,000.00; and
6. Authorize the acceptance and recording of appropriate instruments.
DISCUSSION:
This acquisition is required to comply with the Federal Aviation Regulations (FAR) Part 150 Noise Study for
Alliance Airport. The City Council approved a Noise Compatibility Program on March 2, 2010 (M&C
G-16863) which was subsequently accepted by the Federal Aviation Administration on December 6, 2010.
This Noise Compatibility Program identified this property for acquisition.
The acquisition amount is based on an independent appraisal. This property is located south of Alliance
Airport and is a voluntary sale. The land will be cleared of the residential improvements and will then be
marketed and sold while retaining the necessary aviation rights. This purchase is eligible to be made with
Federal Aviation Administration Noise Grant funds; however due to time constraints the Aviation
Department is utilizing mineral lease funds for the purchase and will seek reimbursement of expenses from
the FAA once Noise Grant funds are awarded. A request was made by City Council on March 8 2011 (M&C
G-17277) for these grant funds The project expenses are eligible even if the grant is awarded after the costs
are incurred.
This property is located in COUNCIL DISTRICT 2, Mapsco 7T.
FISCAL INFORMATION:
The Financial Management Services Director certifies that upon approval of the above recommendations and
adoption of the attached appropriation ordinance funds will be available in the current operating budget, as
appropriated of the Municipal Aiiports Fund
FUND CENTERS:
TO Fund/Account/Centers
2)P240 446200 551929990100
2)P240 538040 551929990100
3) PE40 476240 0551002
4)PE40 541100 0551002
4)PE40 476240 0551002
FROM Fund/Account/Centers
$535.000.00 3)P240 538040 551929990100
$535.000.00 4) PE40 541100 0551002
$535.000.00
$535.000.00
$535.000.00
CERTIFICATIONS:
Submitted for City Manager's Office by:
:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Susan Alanis (8180)
Jesus Chapa (5804)
Cynthia Garcia (8187)
Robin Bentley (7315)
1. 17 589 HARMON Rec2.doc
2. 17 589 HARMON Rec4.doc
3. Available Funds Airports Gas Lease Project Fund 052411.pdf
4.P240-539120-551929990100.doc
5. PE40-5ZZZZZ-05510ZZ.doc
$535.000.00
$535.000.00