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HomeMy WebLinkAboutContract 42769CITY SECRETARY CONTRACT NO.--411V 1 OPTION AND CONTRACT OF SALE AND PURCHASE THIS OPTION AND 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 Claudia Jordan, ( "Seller ") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ( "Effective Date "). RECITALS Seller is the owner of 957 Evans Street, together with any easements, rights -of -way, privileges, licenses, interests, and rights appurtenant thereto (collectively, the "Property "), as shown and more particularly described on the attached Exhibit "A ", incorporated herein for all purposes. Purchaser is a municipal corporation that desires to acquire the Property for public use. AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Option Period and Authorized Zoning Agent. (a) Notwithstanding anything to the contrary contained in this Option and 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: (1) Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, rezoning the Property NS -T4R or CF and 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 1(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Option shall terminate. Upon such termination, neither party shall have any further rights or obligations under this Agreement. (c) If Purchaser gives notice of Contract termination to Seller under this Section, any Earnest Money shall be returned to Purchaser. (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. (f) By executing this Option and Contract of Sale and Purchase, Seller hereby designates Purchaser as its authorized agent to rezone the Property as NS -T4R or CF. Section 2. Sale and Purchase. OFFICIAL RECORD CITY SECRETARY (a) The City of Fort Worth's City Council must approve the sale of the Property. Subject to said approval, 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, 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 3. Indeuendent Contract Consideration and Purchase Price. (a) Contemporaneously with the execution of this Option and Contract, Purchaser delivers to Seller a check in the amount of Fifty Dollars and 00 /100 Dollars ($50.00) ( "Independent Contract Consideration ") as independent consideration for Seller's execution, delivery and performance of this Option and 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). (b) The purchase price ( "Purchase Price ") for the Property, payable by Purchaser to Seller at Closing (as hereinafter defined), is Twenty Thousand and No /100 Dollars ($20,000.00). Seller has determined that the Purchase Price meets or exceeds the current fair market value of the Property. Section 4. Title Commitment and Survev. (a) Within 30 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, Telephone: 817 - 921 -1215, Attention: Lavonne Keith (the "Title Company "). The Title Commitment shall set forth the status of the title of the Property 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) If Purchaser does not have a survey of the property satisfactory to the Purchaser, in Purchaser's sole discretion, then within ten (10) days after the Effective Date of this Contract, Purchaser may obtain a survey of the Property (the "Survey ") at Purchaser's sole cost and expense. 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) 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 last of the Title Commitment, Survey and all documents referred to in the Title Commitment, specifying Purchaser's objections ( "Objections "), if any. 2 957 Evans Street 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, will not, or cannot cure the Objections, cause the Title Commitment and Survey to be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice of Objections from Purchaser ( "Cure Period "), then 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 hereinafter defined) 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 5. 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 6. 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 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 (as defined below). Section 7. Closing (a) Subject to Section (e) below, the closing ( "Closing ") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or after December 31, 2011, but not later than March 7, 2012. (b) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) A General 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 9 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 7(a)(3) below. 3 957 Evans Street (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) Purchaser shall pay all recording fees and any other closing costs as set forth by the Title Company. (6) Purchaser shall pay all closing costs. (c) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the property for 2011 shall be for the period of time the Property was owned by Seller, and based on estimates of the amount of taxes that will be due and payable on the Property during 2011, Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing. As soon as the amount of taxes and assessments on the Property for 2011 is known, Seller shall pay any additional amount of taxes to be paid for any taxes and assessments applicable to the Property up to and including the date of Closing. The provisions of this Section 8(b) survive the Closing. (d) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind. (e) If Purchaser is not prepared to close on or before March 7, 2012, the Closing shall be extended for up to 30 days automatically unless otherwise agreed to in writing by the parties. Section 8. Azents. 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 9. Closing Documents. No later than fifteen (15) 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 10. 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, 4 957 Evans Street (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 Buyer under this Contract is: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Cynthia Garcia Telephone: 817- 392 -8187 Fax (817) 392 -7328 (c) The address of Seller under this Contract is: Claudia Jordan 2445 Northglen Drive Fort Worth, TX 76119 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 Fax (817) 392 -8359 (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. Section 11. 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 12. 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. 957 Evans Street Section 13. 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 14. Takins Prior to ClosinE. 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 15. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 16. 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 17. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 18. Severabili ty. 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 19. 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 20. 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] 6 957 Evans Street This Contract is EXECUTED as of the Effective Date. SELLER: Name: Claudia TPrdan Date: ' l , % -- ,'/ BUYER: CITY ORT W TH, TEXAS By: Name: Fernando Costa, Assistant City Manager LL tit.. ty Gky geepetffl-y ZLP Wald P. Gonzales, ALI M &C Date: =NOM&CREQUIRED DOE# APPROVED AS TO LEGALITY AND FORM il k' 0 1(, Gvav v— Assistant City Attorn 7 ,. OFFICIAL RECORD CITY SECRETARY I CT, ORTH, TX 7 Evans Street _, By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: ziz Name: Title: �'SU"�✓ �f- ')u4- Date: OFFICIAL RECORD CITY SECRETARY TX FT. 57E a ns Stre EXHIBIT "A" Description of Property Lots 31 & 32 of Mc Anulty and Nesbitt's Subdivision of Block 2 of the Evans South Addition to the City of Fort Worth, Tarrant County, Texas.