HomeMy WebLinkAboutContract 43330CITY SECRVARY
CONTRACT NO. q5,.5,5o
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 Carolyn 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 920 E Humbolt 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.
2. 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.
(a) Notwithstanding anything to the contrary contained in this Option and Contract, until
sixty (60) 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, Purchaser being
satisfied with the results of the Tests (defined in Section 6) and;
(2) The purchase of the Property being approved by the Fort Worth City Council.
(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) 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.
(e) OFFICIAL RECORD
Section 2. Sale and Purchase.
CITY SECRETARY
FT. WORTH, TX
(a) Seller agrees to sell and convey to Purchaser and Purchaser a7lz✓ t;, pr.�rz:4&w-aR4-a-cept
from Seller, on and subject to the terms and conditions set forth in this Contract, the Property.
06-1 9-1 2 PO4:3) IN 920 E Humbolt Street
(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 (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. Independent 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 Eight Thousand Seven Hundred Fifty and No/100 Dollars
($8,750.00). Seller has determined that the Purchase Price reflects the current fair market value of the
Property.
Section 4. Title Commitment.
(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)
(b) If the Title Commitment 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 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.
(c) If Purchaser gives notice of Objections and Seller does not, will not, or cannot cure the
Objections, cause the Title Commitment to be amended to give effect to matters that are cured, and give
Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice 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
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920 E Humbolt Street
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 May 1, 2012 but not later
than July 31, 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.
(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.
920 E Humbolt Street
(3) Title Company shall issue to Purchaser, at Seller'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 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.
(6) Seller 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 2012 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 2012 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 July 31, 2012, the Closing shall be
extended for up to 90 days automatically unless otherwise agreed to in writing by the parties.
Section 8. 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 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,
(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.
4
920 E Humbolt Street
(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:
Carolyn Jordan
1702 Leighton Wood Lane
Silver Spring, MD 20910
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.
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. TakinE 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.
920 E Humbolt Street
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. 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 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
920 E Humbolt Street
This Contract is EXECUTED as of the Effective Date.
SELLER:
Name: Carolyn Jor
Date:
w
BUYER:
CITY OF FORT WORTH, TEXAS
By:
Name: Fernando Costa., Assistant Citv Manager
M&C
Date:
APPR VED AS TO LEGALITY AND FORM
f
Assis nt City Attorney
OFFiCiAL khQi; "
CITY SECRETARY
920 E Humbolt Street
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:
920 E Humbolt Street
M&C - Council Agenda
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/5/2012
DATE: Tuesday, June 05, 2012 REFERENCE NO.: **C-25623
LOG NAME: 17EVROPUBLICFACILITY 920EHLIMBOLT
SUBJECT:
Authorize Acquisition of Property Located on 920 East Humbolt Street from Carolyn Jordan, in the Amount
of $8,750.00 for a Future Public Facility to Be Leased and Operated by the United Community Centers, Inc.
(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of the property located at 920 East Humbolt Street in the amount of $8,750.00
from Carolyn Jordan, plus up to $5,000.00 in closing costs; and
2. Authorize the execution, acceptance and recording of the appropriate instruments for the acquisition.
DISCUSSION:
On December 13, 2011, (M&C C-25368) the City Council authorized a change in use and expenditure of
up to $4,965,947.92 in Economic Development Initiative (EDI) Grant funds and Section 108 Loan funds for
the construction of a public facility to be located at the corner of Evans Avenue and Humbolt Street within
the Evans Rosedale Business and Cultural District, which was designated as the redevelopment area for
the EDI funds awarded by the United States Department of Housing and Urban Development (HUD) in
1998. The City Council also approved authorization to acquire properties located at 951 Evans Avenue,
957 Evans Avenue, 912, 916, 926, 930, 952, 954, and 962 East Humbolt Street. Currently, eight of the
nine properties have been acquired. The property at 926 East Humbolt Street is currently under an option
Agreement and is in the process of closing.
Though the HUD approved project also includes 920 East Humbolt Street, the owner was not interested in
selling the property to the City at that time, therefore the project was adjusted. However, recently, the
property owner of 920 East Humbolt Street contacted the City and is agreeable to selling the property and
has signed the Option and Contract for Sale and Purchase. In order to move the project forward, Staff
recommends authorization to acquire the vacant lot located at 920 East Humbolt Street for up to
$8,750.00 plus up to $5,000.00 in closing costs and authorization to execute, accept, and record the
appropriate instruments for acquisition.
The proposed public facility will have approximately 22,000 square feet and will include a playground to be
used by the local community. As approved in the Mayor and Council Communication referenced above,
the facility will be leased to the United Community Centers, Inc., (UCC) which provides services such as
clothing, a food pantry, adult literacy programs, school aged child care and other community enrichment
activities to primarily low and moderate income persons.
An Authorization to Use Grant Funds for this Project which included 920 East Humbolt Street was
approved by HUD on March 15, 2012.
http://apps.cfwnet.org/ecouncil/printmc.asp?id=16862&print=true&DocType... 6/8/2012
M&C - Council Agenda
Page 2 of 2
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current capital
budget, as appropriated, of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers
CERTIFICATIONS:
Submitted for Citv Manaaer's Office bv:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1. 920HUMBOLT.r)df (Public)
2. Available Funds.docx (CFW Internal)
FROM Fund/Account/Centers
GR76 541100 020206855400
Fernando Costa (6122)
Jay Chapa (5804)
Cynthia Garcia (8187)
Charletra Hurt (7536)
$13.750.00
http ://apps. cf\vnet. org/ecouncil/printmc. asp?id=16862&print=true&DocType... 6/8/2012
Memorandum of Option Agreement
Date: May 3, 2012
Seller: Carolyn Jordan
Landlord's Mailing Address: 1702 Leighton Wood Lane, Silver Spring, MD — Montgomery
County
Purchaser: City of Fort Worth
Purchaser's Mailing Address: 1000 Throckmorton Street, Fort Worth, TX 76102 — Tarrant
County
Date of Option Agreement:
Premises: 920 E Humbolt Street, Lot 36 of Mc Anulty and Nesbitt's Subdivision of Block 2 of
the Evans South Addition to the City of Fort Worth, Tarrant County, Texas, according to plat
recorded in Volume 63, Page 7, Deed Records of Tarrant County, Texas.
Term of Option: Sixty (60) days
Additional Provisions: The Option Agreement is incorporated by reference and is binding on
Seller and Purchaser. If a conflict exists between any term of this Memorandum of Option
Agreement and the Option Agreement, the Option Agreement controls.
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06-19-12 PO4:40 IN
Seller:
Purchaser:
CITY OF FORT WORTH, a Texas municipal
corporation
By: (001 -,..
Name:"ndo cost,
Title: rr
STATE OF IKW/�4 t v y, §
COUNTY OF 1��M ��§
instrument was acknowledged before me on IIthe
, 2012, by CW a I— -•, 6v_
of v1--k Y�l� a
on behalf of said �
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N4tary Erfblic in o
STATE OF TEXAS
COUNTY OF TARRANT
the
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(Printed Name of Notary)
My commission expires: M%vtL � l ` 20, S
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Notary Public, District of Columbia
My Commission Expires March 31, 2015
day of
This instrument was acknowledged before me on the day of
2012, by r,!f r-r r\oU) Co S (r,�Assistant
City M ger of The City of Fort Worth, a Texas municipal corporation, on behalf of said
municipal corporation.
(SEAL)
Notary Public in and for
MARIA S. SANCHEZ the State of Texas
'= MY COMMISSION EXPIRES
F +: December 14, 2013
Sotl Ck v
(Printed Name of Notary)
My commission expires: / a / — /,�)
M&C Review Page 1 of 2
Official site of the City of Fo t WorthTexas
COUNCILAGENDA FoRTWORTll
COUNCIL ACTION: Approved on 6/5/2012
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of the property located at 920 East Humbolt Street in the amount
of $8,750.00 from Carolyn Jordan, plus up to $5,000.00 in closing costs; and
2. Authorize the execution, acceptance and recording of the appropriate instruments for the
acquisition.
DISCUSSION:
On December 13, 2011, (M&C C-25368) the City Council authorized a change in use and
expenditure of up to $4,965,947.92 in Economic Development Initiative (EDI) Grant funds and
Section 108 Loan funds for the construction of a public facility to be located at the corner of Evans
Avenue and Humbolt Street within the Evans Rosedale Business and Cultural District, which was
designated as the redevelopment area for the EDI funds awarded by the United States Department of
Housing and Urban Development (HUD) in 1998. The City Council also approved authorization to
acquire properties located at 951 Evans Avenue, 957 Evans Avenue, 912, 916, 926, 930, 952, 954,
and 962 East Humbolt Street. Currently, eight of the nine properties have been acquired. The
property at 926 East Humbolt Street is currently under an option Agreement and is in the process of
closing.
Though the HUD approved project also includes 920 East Humbolt Street, the owner was not
interested in selling the property to the City at that time, therefore the project was adjusted. However,
recently, the property owner of 920 East Humbolt Street contacted the City and is agreeable to selling
the property and has signed the Option and Contract for Sale and Purchase. In order to move the
project forward, Staff recommends authorization to acquire the vacant lot located at 920 East
Humbolt Street for up to $8,750.00 plus up to $5,000.00 in closing costs and authorization to execute,
accept, and record the appropriate instruments for acquisition.
The proposed public facility will have approximately 22,000 square feet and will include a playground
to be used by the local community. As approved in the Mayor and Council Communication
referenced above, the facility will be leased to the United Community Centers, Inc., (UCC) which
provides services such as clothing, a food pantry, adult literacy programs, school aged child care and
other community enrichment activities to primarily low and moderate income persons.
An Authorization to Use Grant Funds for this Project which included 920 East Humbolt Street was
approved by HUD on March 15, 2012.
This project is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
http://apps.cfwnet.org/council_packetlmc_review.asp?ID=16862&councildate=61512O12 6/21/2012
M&C Review
Page 2 of 2
The Financial Management Services Director certifies that funds are available in the current capital
budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers
Submitted for Citv Manager's Office bv:
Oriainatinp Department Head:
Additional Information Contact:
ATTACHMENTS
920HUMBOLT.Ddf
FROM Fund/Account/Centers
GR76 541100 020206855400 $13.750.00
Fernando Costa (6122)
Jay Chapa (5804)
Cynthia Garcia (8187)
Charletra Hurt (7536)
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=l 6862&councildate=6/5/2012 6/21/2012