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HomeMy WebLinkAboutContract 54395 CSC No. 54395 CONTRACT OF SALE AND PURCHASE G 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 the Fort Worth Independent School District, a political subdivision of the state of Texas and a legally constituted independent school district, acting by and through its Board of Trustees ("Seller"), as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). 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 to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract,approximately 2.032 acres of land,more or less,being part of Block 20 and 24 of Hill Crest Addition to the City of Fort Worth,Texas being all of Lots 1 to 6 inclusive, in said Block 20, and Lots 19 to 24 inclusive, in said Block 24, and the property lying between said Lots 1 to 6 and 19 and 24, the Hill Crest property hereby conveyed being the same conveyed by Fred M. Hammond to Arlington Heights Independent School District by deed dated September 28, 1921 and recorded in Volume 721, Page 28 of the Tarrant County Deed Records (the "Land"), together with: (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys,rights-of-way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise;(iv)any land lying in the bed of any street,road or access way,opened or proposed, in front of, at a side of or adjoining the Land,to the centerline of such street,road or access way; (v)all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and(vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property". (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 (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance(and the Property does not include)for itself,and its successors and assigns,any and all interest in any and all oil,gas and other minerals in,on,or under the Land;provided,however,Seller hereby waives and relinquishes access to any use of the surface of the Property. Section 2. Independent Contract Consideration and Purchase Price. (a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a check in the amount of$50.00("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). OFFICIAL RECORD 4201 Lafayette Ave-Thomas Place CC CITY SECRETARY FT.WORTH,TX (b) The purchase price("Purchase Price") for the Property, payable by Purchaser to Seller at Closing (as hereinafter defined), is One Million Four Hundred Eighty Thousand Dollars and 00/100 DOLLARS ($1,480,000.00). Section 3. Title Commitment and Survey. (a) Within fifteen (15) business days after the Effective Date, Purchaser shall obtain at Purchaser's sole cost and expense, a Commitment for Title Insurance("Title Commitment") from Alamo Title Company, 2900 S. Hulen Street, Suite 30, Fort Worth, Texas 76109, Telephone: 817-921-1215, Attention: Lavonne S. Keith, Escrow Officer (the "Title Company"). The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver contemporaneously with the Title Commitment legible copies of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Purchaser may obtain a survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist 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 or a utility easement; (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data; and(iv) include the Surveyor's registered number and seal and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending fifteen (15) business days after the Effective Date in which to notify Seller in writing of any objections ("Objections")Purchaser has to any matters shown on the Title Commitment or the Survey. (d) Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either: (i) this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period of time(the"Termination Period")ending on the fifth(5"')business day following the end of the Cure Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period(or which are thereafter waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions (the "Permitted Exceptions")to the status of Seller's title to the Property. (e) Any other provision herein to the contrary notwithstanding, all Objections that Seller agrees in writing to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Seller's sole cost and expense, at or prior to Closing. 4201 Lafayette Ave-Thomas Place CC Section 4. Due Diligence Documents. Within five (5) business days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review: (i) any and all tests, studies and investigations relating to the Property, including,without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the Property; (iii) any existing survey(s) of the Property; and (iv) all proposed or existing private covenants, conditions and restrictions, of which the Property will be a part and any other private agreements affecting the use or development of the Property. Section 5. Tests.Purchaser,at Purchaser's sole cost and risk, shall have the right 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 expense. At the conclusion of the Tests,the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. 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 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 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,the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) The provisions of this Section 6 control all other provisions of this Contract. (d) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty (30) days after the expiration of the Option Period. Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser the following: (i) A Special 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, but containing a reservation of the mineral rights to the Seller, and including a use restriction subject to a right of reverter on behalf of Seller that the Property, for thirty (30) years from the date of conveyance by Seller to 4201 Lafayette Ave-Thomas Place CC Purchaser, shall be occupied and used solely for: the purpose of operating a city park, or operating recreational facilities or authorizing non-profit entities to do so, or operating adult education or training facilities or authorizing non-profits to do so, or operating art,music, or performing arts facilities, or authorizing non-profit entities to do so, or operating a voting location for local, state,or federal elections,or for operating or authorizing a non-profit to operate for any other purpose that benefits the public or public interests of persons and families living within the Fort Worth Independent School District as well as the citizens of the city of Fort Worth; (ii) A Non-Foreign Person Affidavit, in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (iii) Evidence of authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser may reasonably request; and (iv) Any other instrument or document reasonably necessary for Title Company to issue the Owner Policy in accordance with Section 8(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 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 thew respective attorneys'fees. (5) Purchaser shall pay all recording fees and any other closing costs as set forth by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Seller, likewise, qualifies for exemption from ad valorem taxation for the Property and there should be no ad valorem taxes assessed on the period of time prior to Closing unless due to Purchaser's occupation,possession, and use of the Property prior to 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 except those disclosed in the Permitted Encumbrances. 4201 Lafayette Ave-Thomas Place CC Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing, that: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms;neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or two which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment,order,writ,junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. To the best of Seller's knowledge, there is no action, suit, proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal,state,county or municipal department, commission, board, bureau o agency or other governmental entity and no such action, suit,proceeding or claim is threatened or asserted; (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property,nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except as otherwise disclosed in the Title Commitment,no lease, contract or agreement exists relating to the Property or any portion thereof, with the exception of a lease agreement dated July 18, 2000 between City of Fort Worth and Fort Worth Independent School District, which is not terminable at will or upon not more than thirty(30) days'prior notice except tenant leases; (f) No Competing Rights. Except for other condemning authorities, no person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any part thereof; however, Seller is not aware of any competing rights at this time; (g) No Regulatory Violations. To the best of Seller's knowledge, the Property is not in breach of any law, ordinance or regulation, or any order of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending or, to the best o Seller's knowledge and belief and after due inquiry, threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property; and (h) No Hazardous Materials. To the best of Seller's knowledge: (i) there are no required federal, state, or local permits concerning or related to environmental protection and regulation for the Property; (ii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iii) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (iv) Seller does not have actual 4201 Lafayette Ave-Thomas Place CC knowledge of any environmental condition, situation or incident on, at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law, rule, ordinance or common law theory governing environmental protection. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant to this Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement, notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall survive Closing. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii)place or permit to be placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other improvements of any kind; or (iv) excavate or permit the excavation of the Property or any portion thereof (c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and expenses of obtaining all such approvals except for attorneys' fees that Seller may consider necessary in connection with reviewing such applications and instruments,which shall be borne solely by Seller. Section 11. 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 12. Closing Documents.No later than three(3)business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents(including but not limited to the Deed)for Purchaser's reasonable right of approval. Section 13. 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 420t Lafayette Ave-Thomas Place CC 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. (b) The address of Buyer under this Contract is: City of Fort Worth With a copy to: Property Management Department Leann D. Guzman 200 Texas Street City Attorney's Office Fort Worth, Texas 76102 200 Texas Street Attn:Roger Venables Fort Worth, Texas 76102 Telephone: 817-392-6334 Telephone 817-392-7600 (c) The address of Seller under this Contract is: With a copy to: Arturo Cavazos, Chief of District Operations Richard C. DeBerry Fort Worth Independent School District McDonald Sanders, P.C. 100 N. University Dr.NW 777 Main Street, Suite 2700 Fort Worth, Texas 76107 Fort Worth, Texas 76102 Telephone 817-814-2650 Telephone: 817-336-8651 (d) From time to time either party may designate another address or phone number under this Contract by giving the other party advance written notice of the change. Section 14. 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: (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing; (2) at the Closing any of Seller's representations, warranties, or covenants contained herein are not true or have been breached or modified; or (3) Seller 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: (i) 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; or (ii) waive,prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof; or (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions,warranties,representations,obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed 4201 Lafayette Ave-Thomas Place CC and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement: (i)will expire two years after the Closing as to matters for which Purchaser has not provided written notice to Seller within such period of time; and(ii)will expire as to all matters specified in any such written notice to the extent that such matters are not resolved or made the subject of litigation instituted prior to the expiration of three years after the Closing. Section 16. 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 17. 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 18. 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 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/Effective Date. 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. The date on which the Title Company receipts a copy of the Contract is the"Effective Date." Section 24. Counterparts.This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 25. Terminology. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context,any gender includes any other gender, the singular includes the plural, and the plural includes the singular. Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. 4201 Lafayette Ave-Thomas Place CC Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, each party shall bear its own attorneys' fees. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 4201 Lafayette Ave-Thomas Place CC This Contract is EXECUTED as of the Effective Date. SELLER: The Fort Worth Independent School District By: ,�e �d- into Ramos, Jr. President ort Worth Independent School District Board of Education Date: August 25, 2020 APPROVED AS TO LEGALITY AND FORM '00w . .�� Attorney Representing FWISD PURCHASER: CITY OF FORT WORTH,TEXAS DAnl BaLdoff ByQana Burghdoff(Xug 17,2020 13:23 CDT) Dana Burghdoff,Assistant City Manager „ - Attest: �\ ......... .�R. City Secreta M&C: M&C 20-0371 �, ;�_t `4 Date: 6/2/2020 APPROVED AS TO LEGALITY AND FORM &W A. its uLwg Matthew A.Murray(Aug 17,2020 12:4 CDT) Matthew A. Murray Assistant City Attorney OFFICIAL RECORD 4201 Lafayette Ave-Thomas Place CC CITY SECRETARY FT.WORTH,TX CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: I By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. I R ge abl Assistant it c or PMD �i I i i I I I i I 4201 Lafayette Ave—Thomas Place CC—Contract of Sale and Purchase OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: Name: Title: Date: 4201 Lafayette Ave-Thomas Place CC City of Fort Worth, Texas Mayor and Council Communication DATE: 06/02/20 M&C FILE NUMBER: M&C 20-0371 LOG NAME: 21THOMAS PLACE CC SUBJECT Authorize the Execution of a Contract of Sale and Purchase Agreement with the Fort Worth Independent School District for the Acquisition of Approximately 2.032 Acres of Land and Improvements Located at 4201 Lafayette Avenue in the Amount of$1,480,000.00,Authorize the Payment of Estimated Closing Costs in the Amount of$15,000.00, Dedicate the Property as Parkland to be Known as Thomas Place Park, Update the FY2020-2024 Capital Improvement Plan,and Adopt Appropriation Ordinance(2018 BOND PROGRAM)(COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of a Contract of Sale and Purchase Agreement with the Fort Worth Independent School District for the acquisition of fee simple interest in approximately 2.032 acres of land, more or less,and improvements, being all of Lots 1 to 6 inclusive, Block 20,and Lots 19 to 24 inclusive, Block 24,of the Hill Crest Addition,an addition to the City of Fort Worth,located at 4201 Lafayette Avenue, Fort Worth,Texas, in the amount of$1,480,000.00; 2. Authorize the payment of the estimated closing costs in the amount of$15,000.00;and 3. Authorize the City Manager or his designee to execute,accept,and record the appropriate instruments to complete the transaction;and 4. Dedicate the property as parkland to be known as Thomas Place Park,effective upon conveyance;and 5. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the amount of$748,154.01 from available funds for property acquisition and site improvements. DISCUSSION: The purpose of this Mayor and Council Communication is to seek approval to acquire the land and make improvements to the property located at 4201 Lafayette Avenue,the Thomas Place Community Center and park. The building,constructed in 1922,was operated at one time by the Arlington Heights Independent School District as Hi Mount Elementary School. Since 1979 the City has leased the property which includes a 4,872 square foot building,from the Fort Worth Independent School District(FWISD). The City provides general maintenance of the property in accordance with the Lease,but without fee ownership has been unable to make necessary capital improvements or expand the facility. The FWISD has agreed to a purchase price of$1,480,000.00, based on an independent appraisal of the property. On May 5,2018, Fort Worth voters authorized the sale of$1,000,000.00 in General Obligation public securities to finance the purchase of the property. Park Dedication Policy Fees in the amount of$748,154.01 will be used toward the purchase of the property and site improvements. The deed will contain a reverter clause in favor of the FWISD for 30 years in the event the City discontinues use of the property as a public park and community center. The reverter clause will expire on the 30th anniversary of the property conveyance to the City.The mineral estate will not be acquired and the deed will contain a surface waiver for the exploration of minerals. The City will pay estimated closing costs in the amount of$15,000.00. Funding for this project was included in the FY2020-2024 Capital Improvement Plan in the amount of$1,000,000.00. Additional funding in the amount of$748,154.01 is needed to cover the cost identified in the final appraisal,closing costs,and site improvements. The action in this M&C will update the FY2020-2024 Capital Improvement Plan. This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election(Ordinance No.23209- 05-2018)and subsequent actions taken by the Mayor and Council. The property and the existing improvements are currently leased from the FWISD. Funding for ongoing maintenance currently exists in the General Fund. This property is located in COUNCIL DISTRICT 7. A Form 1295 is not required because:This contract will be with a governmental entity,state agency or public institution of higher education: Fort Worth Independent School District FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Unspecified-All Funds,Community Park 8,Community Park 23, Community Park 25,and Community Park 26 projects of the PARD Dedication Fees Fund,and upon approval of the above recommendations and adoption of the attached appropriation ordinance,funds will be available in the PARD Dedication Fees Fund Thomas Place Community Center project. Prior to an expenditure being incurred,the Park&Recreation Department has the responsibility of verifying the availability of funds. Submitted for City Manager's Office by- Dana Burghdoff 8018 Originating Business Unit Head: Steve Cooke 5134 David Creek 5744 Additional Information Contact: Roger Venables 6334