HomeMy WebLinkAboutContract 24185 _,__z, r-
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AGREEMENT FOR CONVEYANCE OF PROPERTY
THIS CONTRACT("Contract")is made and entered into as of the Effective Date by and
between the Fort Worth Independent &�hool District ("Seller"), acting herein by and through its
duly authorized President of the ward. of Education, and the City of Fort Worth, Texas
("Purchaser"), acting herein by and through its duly authorized Assistant City Manager.
RECITALS:
(1) Seller is the owner of certain real property and improvements located in Fort Worth,
Tarrant County, 'Texas and more cernmonly known as the James E. Guinn School
Complex,
(2) Purchaser has established a Business Assistance Center utilizing federal grant funds and
local matching funds and services for the purpose of encouraging economic development
in the City of fort Worth and the creation of new jobs in the context of a—ore diversified r.
economy,
(3) Seller and Purchaser agree that the Guinn School site would constitute a desirable site for
the location of a new Business Assistance Center; and
(4) Purchaser plans to apply for federal grant funds to make improvements to the School site
for the relocation of the Business assistance Center,and
(5) The sale of the property is authorized by Local Government Code Sec. 272.1101(1°1.11 3),
and the consideration for the sale is supported by an appraisal obtained by the political
subdivisions in accordance with Local Government Cade Sec. 272.041(c).
W TNESSET :
In consideration of the mutual covenants set forth herein,the parties.agree as follows:
Section 1.
Saig and RarghAn
(a) Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and
accept from Seller, for the Consideration (as hereinafter defined) on and !a,Vl ier t to the
terms and conditions set forth iii this Contract:
The tract of land situated it,Tarrant County, Texas more particularly descnbed, in
Exhibit "A" hereto together with all buildings,improvements, fixtures,easements,
rights-of-way, licenses, interests, rights, and appurtenances appertaining thereto,
if any, (herein collectively called.the"Property")
r7.
Section 2.
Considera#ion
(a) The consideration (Consideration) for the conveyance of the Property shall be Two
Hundred Forty Thousand Dollar°s ($240,OOQ), payable stalely in the farm of credits
through the City of Fort . Worth Development Department for future
developm,entlbuilding fees incurred by the Seller in the development of its properties
within the City of Fort Worth for public school purposes.
(b) The development fee credits provided for in Section 2(a) are not assignable to any other
person or entity.
Section 3.
Title Commitment.Survey ocurnents
(a) Within thirty (30) days after the Effective Date, Purchaser, at P'urchaser's sole cost and
expense, may obtain an Owners Commitment for Title Insurance("Title Commitment")
from a title company, of Purchaser's choice ("Title Company"), which Title Commitment
shall set forth file status of the title of the Property,and shall show all Encumbrances and
ether matters affecting the Property.
(b) Within thirty (30) days after the Effective Date, Purchaser, at Purchaser's sole cost and
expense, may obtain a survey ("Survey") consisting, of a plat and field notes describing
the Property. The description of the Land prepared as a part of the Survey may be used
in all of the documents set forth Herein that rewire a description of the Land. If
requested by Purchaser,the description of the Lard prepared as a part of the Survey shall
be substituted as Exhibit "A" hereto and fully incorporated herein as though originally a
part hereof.
(c) If the Title Commitment or Survey fair +,) show marketable title to the Property to be in
Seller, free and clear of all encumbrar °xcept as may be accepted by Purchaser, then
Purchaser shall give Seller written notice in detail of the objections ("Objections") and
request Seller to use its best efforts, at no cost to seller, to cure the same, within fifteen
(1 5) days after receipt of the Title Commitment, the attendant documents thereto, and the
Survey.
It If Purchaser gives such notice of Objections and Seller does not cure the Objections and
cause the'Title Commitment, Survey and Required Documentation to be amended to give
effect to matters that are cured, within the ten (10) day period following receipt of the
notice of Objections from Purchaser, Purchaser shall have the right to either(i) terminate
this Contract by giving notice thereof to Seller and'Title Company at any time within five
( ) days after the end of such ten (10) day period, in which event the cash consideration
shall be returned to Purchaser, and neither party hereto shall have any further rights or
obligations hereunder, or (ii) waive the Objections and consummate the purchase,of the
Property subject to the Objections which shall be deemed to be Permitted Encumbrances.
2
If Purchaser does not give notice of termination to Seller within the five (5) day period,
Purchaser mall be deemed to have waived the Objections.
Section 4:
der ° anon.IDfanit end �mcrlic,*
If either Soler or Purchaser shall fail to consv Aimate the p-archase of the Property for any reason,
the other party may cancel this Contract by written noiice and neither party shall have any
liability hereunder.
Section 5.
(a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur in
the office of the Title Company; in Port Worth, Texas, on or before sixty (60) clays from
the Effective Date, unless Seller and .Purchaser mutually ;ree to an earlier or later date
("Closing Bate")., Purchaser shall give Seller notice of the date and time for the Closing.
(b) At the Closing;, all of the following concurrent conditions shall occur:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Purchaser the following:
(i) A Special Warranty Deed("Decd"), in form and substance satisfactory to
Purch er, fully executed and acknowledged by Seller, conveying to
Purchaser title to the Property subject only to the Permitted
Encumbrances;
(ii) Evidence satisfactory to Purchaser and the Title Company that the person
execs ling the closing documents un behalf of Seller has full right, poorer
and authority to do so.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Purchaser:
(i) Evidence satisfactory to Seller and the Title Company that the person
executing the closing documents on behalf of Purchaser has full ri i t,
power, and authority to do so.
(ii) The sales price/consideration referenced herein, in form and substance
acceptable to Seller,which represents an on-going continuing obligation to
fund/credit the future devclopmentlbuilding fees referenced herein. to
Seller until fully satisfic .
( ) Seller and Purchaser shall each pay their respective attorneys' fees.
3
Of
_.
(4) Purchaser shall pay all recording fees and all other costs associated with this
conveyance not specified herein, including the cost of an Owner's Title Policy if
Insurance in the mount of the consideration, if desired by Purchaser:
Section 6.
(a) Purchaser's obligations under this Contract shall be contingent and specifically
conditioned until sixty (60) days after the Effective Date ("Review Period"), upon.
Purchaser's being ratisfi�id, in Purchasers sole discretion, of the folio ing conditions
precedent:
(1) Purchasers being satisfied in P'urchaser's sole discretion that the use and
occupancy of the Property is suitable for Purchaser`s intended uses (hereinafter
collectively called "Purchasers Uses"); likewise, Purchner shall be satisfied in
Purchaser`s sale .discretion that Purchaser's Uses will be in confortrity with all
applicable zoning ordinances and regulations, with all other laws, orders,
ordinances, rules, regulations, and requirements, and with all covenants,
conditions, restriction, and agreements affecting or relating to the operation, use,
or occupancy of the Property;
(2) Purchasers tieing satisfied in Purchaser's sole discretion with the results of the
Inspections(aG described in Section o hereof);
(3) Purchaser's being satisfied in Purchasers sole discretion that it will be able to
secure such casualty and comprehensive public liability insurance and fire and
extended insurance covering the Property, the improvements thereon; and
Purchasers Uses related thereto as it may deem necessary or advisable and at costs
which are acceptable to Purchaser;and
(4) Purchaser's being satisfied,in Purchaser's sole discretion that all utilities and
municipal services required for Purchasers Uses of the Property are or will be
available.
(b) In the event that the Purchaser is not satisfied as to any of these conditions precedent,
Purchaser shall have the option at any time before the termination of the Review Period
to either (i) terminate this Contract by giving written notice thereof, and neither party
hereto shall have any further rights or obligations hereunder, or (ii) elect to waive the
condition and consummate this transaction,
(c) The provisions of this Section 6 shall control all ether provisions of this Contract in
respect of any obligations imposed upon Purchaser under this Contract.
4
Section 7,
(a) This' ontract anct all documents'to be executed arad delivered by Seller at Closing are
and at the Closing yill be ulyuthoried, ertted and cliveredp and legal, valid and
binding obligations of Seller that'do net and will not violate
any,,provisions of'any,
agreement to which Seller is a party or to which Seller is subject.
(b) Seller has and at the Closing Date will have and will convey-to Purchaser marketable fee
simple title 'to the Property free and clear of all encumbrances except the 'Permitted
Pncnrc'�rances.
(c) To Seller°s knowledge,there are no '°under round storage;tank located oft th Property;
as that term is defined in the o npreheaasiv! Enviionrmental Response, Compensation
and Liability tact of 1980,42 USC 6991.
(d) cller is making no representations,as to the condition,quality or quantity,of the property
or the improvements thereon. At closing,the Property shall be conveyed to Purchaser`'as
is" and "where;is" without liability,or responsibility for the condition or'stattas`there6£
No guaranties or warranties are"oeing made in this sale except as may, be specifically
required by dais Contract:
Section 8.
Agtab,
Seller and Purchaser hereby represent and warrant to the either that'it has not engaged the
services of any agency,broker or other similar party in connection with this transaction.'
Section 9:
Iosn
Purchaser, at Purchaser°s sole cost Arad r=isk; shall have'the right to go can tb the Property
and to mal=e inspections ("Inspectionsi') of the Property; including but not limited to the roof,
electrical, plumbing,exterior, H-VAC, landscaping, fences, and the interior of the Iinpro ernents,
and io conduct surveys, test borings; soil analyses, and other tests aiad stirveys'tt erco ; Seiler
will cooperate with Purchaser in arranging the Inspections: If:the Purchaser's Inspections aus .
y damage to the Land,Improvements or Personal Property and ift e sale of the Property is nut
consummated pursuant hereto,Purchaser shall restore or cause to be restored the s f the
Land, the Improvements and the Personal Property to near the condition thereof existing prior-
to any entry by Purchaser as may be practicable.
Section 10.
o
(a) Any notice required-or permitted,hereunder sell be in writing and'shall be deemtU to,
have been given when hand delivered or depesiWd it the United'Staiess mail, certified .
t
rrtagl, addressed to such party at the address specified below, Any address for notice may
be change by notice so given.
(b) The acs-tress of Seller for all piarposes under this Contract and for all notices hereunder
shall be.
President, Board of Education
Fort Worth I.S.I .
1001 . University Drive
Fort Worth,Texas 76107
with a caps to:
Supenntendent
Fort Worth I.S.D.
100 N. University give
For Worth, Texas 76107
v.
(c) The address of purchaser for all purposes under this Contract and for alg notices
hereunder shall be:
City Manager
City of Fort Worth
1000 Throckmorton Street
Fort North,Texas 76102
with a copy to:
Cry Attorney
City of Fort Worth
1000 Thrdckmorton Street
Fort Worth,Texas 7610
Section 11.
This Coixtract(including the exhibits hereto)contains the entire agreement between Seller
and Purchase, and no oral statements or prior written matter not specifically incorporated herein
shall be of any force and effeelt, No variation., niodification, or changes g hereof shall be binding s
on any party hereto unless ;yet forth in a document executed by such patties or a duly authorized
agent, officer or representative thereat;
6
Section 12,
This Contract shall inure to the benefit of and be binding on,the parties hereto,and their-
respective legal resehtativos, successors, and assigns. Neither,patty may assign its rights
hereunder at any,time,at prior to Closing,to any other,person or entity without the prior written
consent of the other pity.
Section 13.
IT Seller and Purchaser has not executed and returned a fully executed copy of this
'Conti-act to Purchaser by p.m., Fort Vlor h, Texas,tire, on 1997;
this Contract shall be null and void. 'The,Mate on which this Contract is executed by the.last Co
sign of Seller and Purchaser shall be the "Effective Date" of this Contract. 'This Codtracr may be
signed in multiple counterparts,`each of which shall be deemed an original.
cction 1�3>
e ontract.
'T��'ile�s of thy.essence�n the execution and performance,of this C,
Section'15.
am
Prior to Closing,risk of loss with regard to the Property shall be borne by Seller If,prior
-to Closing, the Property is destroyed or damaged.,or becomes subject to a taking by virtue of
eminent domain,to any extent x;hatso'ever,Purchaser may( )terminate this Contract, and neither
Harty hereto shall have any further;rights'`or obligations hereunder, or (ii) proceed i h the
'losing with no reduction in the Purchase Price and shall purehase such remaining Property"as,
Section 16.
Terminology
The caption �eside the:section nutnber$ of this Contract are car reference only and shall
not modify or 'Xontra'A in'any manner whatsoever. Wherever required by the context,
any gender shall include any ether gender;the singular shall include the plural, and the plural
shall include the;singular.
t
Section 17.
ernln a
This Contract shall ho governed by and,construed in accordance with the laws of the
State of Texas.
ect"n A
The obligations under,the terms of this Contract are performable ui Tarrant County,
Texas.
eetion 9,
MUM
The parties hereto hereby consent that venue of any action vought under :his Cgntrkt
shall be in'Tarrant County,Texas,provided,ho suer, that venue of sitwh action is legally,proper,
in Tarrant County,'Texas:.
In case ,ny one or,more of the provisAons contained in ffiis Contract shall fat any mason
be held to be invalid; illegal, dr,unenf6rccable in'any aspect;"such inval idity, illegality, or
unentbrceability shall not affect any other provisionhereof; and this Contract shall be construed
as if such it alid, illegal;csr unenforceable prevision-had lever been contained herein
ectio n 2l a
. ale 'Cyst �
The parties acknowledge that each party and,its counsel have reviewed and revised, this
Contract, and the parties hereby agree that the normal ale of consltr ction to the effect that any,
ambiguities are to be resohred, against the dra�ti g party shall net be employed in the
interpretation of this Contractor any,amendments or:exhibits hereto.
Sbao Abnrey►1 o venln ��adies
This Contr fi is subject to the approval of both,the Board of Education of thei Fart North,
Independent §choral District, Seller, acid the City,Council of,�e City of Dort c�r�h, �'exas,
Purchaser.
N WITLESS E OF,this Contract is hp-re by executed as ofth Effective Date.
aer'.
TITLE;
Bate Executed. ' ? "J
Place of Execution Port North',Texas
ITI OF FORT WORTH
"Purchaser"
BY: --
TITLE;
Bate Executed;
Place of Execution. Fart Forth,Text
At
cAmy docik yetlGusnn School k 8-12-')g
An*w AS TO
'"I a .
ITT
qGoriar
1y Secretary
c'ont r t n
,C* of Fort Xorth, Texos
ity
4b000raod, U"Cl
DATE FtEFERENct NUMBER � E C fi NAME E f AGE '
7/218/98 L-1-2294 02CREDIT' 1 of,
u ACQG!-S T10 OF TIDE 'JA:f ES'E. GUINN SCHOOL'PROPERTY FR OW THE FORS
.I"WORTH INDEPENDENT SCHOOL DISTkICT FOR DFJELOF'E ENT CREDIT
i END(yam �.I�I �y�
RECOATION:
It i's.recommended,that the City Council authorize the purchase of Block 4, Lots I1 , 2R, and 3R, Sinnott
i Addition from the Fort VVorth Independent School :District (FWISD)r n exchange for development fee
credits in the amount of$240,000!00
On April 7, 1998 (Mk: L-12228), the;City Council authorized,the purchase of the above mentioned,
property from the 1=WISD for a,purchase price of 10.00 for the Names E. Guinn Sch ool renovaVir�
project, Following that action, the FWI D notified the City,that they are required to sell property for fair
market value.The original agreement had not fret boen executed:
Fair market value has been determined through an independent appraisal to,be $240,000.00.,City, staff
has negotiated an agreement with the`F I SD to al!oW for the,pure ase of the property in exchange for
credit through the Developnment Department for development fees in the,arnount of$240"00,0.00.
i This ,action will allow for the renovation of the James E. Guinn Middle School building. The,renovated
building would serve a; the headquarters far the partnering agencies that make"up the Buslness
Assistance Center. Exterior improvements to the remaining'two buildings will also be'domp'feted as,part
of this project.
The property is located in COUNCIL DI TRIC¢T 8, Mapsco 77K
FISCAL INEORMATICNI, ERTIFICATION:
The Finance Director certifies that this action will have no material effect on City finds.
MG
ubmit'e€i for City Manager's � jLT 101 � C}Li ? EN T � ��ifJ � � i C T �
Office by-. (to),
i men Guajardo 6191 - - 1 � TY C0 0
i
JUL
-Ramon vuujardo, 191 (from) .
I Additional Information Contact:
Vi r f
Ramon Ginkjardo 6191