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HomeMy WebLinkAboutContract 27126CITY SECRETARY CONTRACT OF SALE CONMACT NO. ..27126 IN CONSIDERATION of the mutual terms, provisions, covenants and agreements contained in this contract (the "Contract"), the parties hereto agree as follows: 1. PARTIES: Felton H. Havins, Sr. (the ",Seller") shall sell and convey to THE CITY OF FORT WORTH (the "Buyer"), and Buyer shall buy and pay for the Property (defined below). 2. PROPERTY: Being an approximately 0.5 acre site and being described as BLK 232, in North Fort Worth, an addition in the City of Fort Worth, Tarrant County, Texas, physical address of 301 N.E. 6th Street, Fort Worth Texas 76106 (the "Property"). 3. PURCHASE PRICE: The purchase price for the Property is $1,000.00 (the "Purchase Price"), all payable in cash at Closing (defined below). The Purchase Price shall not be adjusted up or down for any variance in the total acreage comprising the Property from the amount recited in Paragraph 2 above and the actual acreage comprising the Property as determined by the survey of the Property to be obtained under Paragraph 5 below. 4. EARNEST MONEY: A. Earnest Money Deposit. Within five (5) days after the execution of the Contract by Seller and Buyer, Buyer shall deposit earnest money in the form of a check in the amount of the Purchase Price (the "Earnest Money") payable to Rattilcin Title (the "Title Company"), in its capacity as escrow agent, to be held in escrow pursuant to the terms of this Contract. Seller's acceptance of this Contract is expressly conditioned upon Buyer's timely deposit of the Earnest Money with the Title Company. If Buyer fails to timely deposit the Earnest Money, Seller may, at Seller's option, terminate this Contract by delivering a written termination notice to Buyer. Notwithstanding anything herein to the contrary, a portion of the Earnest Money in the amount of $100.00 shall be non-refundable and shall be distributed to Seller at Closing or other termination of this Contract as full payment and independent consideration for Seller's performance under this Contract. If this Contract is properly terminated by Buyer pursuant to a right of termination granted to Buyer by any provision of this Contract, the Earnest Money, less the non-refundable portion, shall be promptly refunded to Buyer, and the parties shall have no further rights or obligations under this Contract. At Closing, the Earnest Money shall be applied to the Purchase Price. 5. SURVEY AND TITLE DOCUMENTS: A. Survey. Buyer shall, at Buyer's expense, obtain a survey of the Property (the "Survey"). The Survey shall be in acceptable form in order to allow the Title Company to delete the survey exemption (except as to "shortages in area") from the Title Policy. At Closing, the metes and bounds description of the Property reflected in the Survey shall be used in the warranty deed and any other documents requiring a legal description of the Property. B. Title Commitment. Prior to the date of acceptance of this Contract by Seller, Seller, at Seller's sole cost and expense, has furnished or caused to be f , ilz Buyer a commitment for an Owners' Policy of Title Insurance (the "Co �� issued on a standard Texas title insurance form by the Title Company in theCler wapvd �? � � P WM 117--a-= the Purchase Price showing indefeasible fee simple title to the Property in Seller subject to plat restrictions, utility easements, restrictive covenants, the lien for current ad valorem taxes, and any other exceptions or encumbrances. Copies of all instruments constituting an exception in the Commitment (the Title Documents") will accompany the delivery of the Commitment. 6. REVIEW OF TITLE DOCUMENTS: A. Review Period. Buyer shall have ten (10) days (the "Review Period") after Buyer's receipt of each of (i) the Title Commitment and (ii) the Title Documents to review them. If Buyer has objections to the Title Commitment or Title Documents, Buyer may deliver the objections to Seller in writing within the Review Period. Any item to which Buyer does not object shall be deemed a "Permitted Exception." Items that the Title Company identifies as to be released at Closing and all items set forth in Schedule C of the Title Commitment and any monetary liens will be deemed objections by the Buyer. Buyer's failure to object within the time provided shall be a waiver of the right to object. If there are objections by Buyer, or a third party lender, Seller may, but shall not be obligated to, satisfy the objections within ten (10) days after receipt of Buyer's objections (the "Cure Period"). Zoning ordinances and the lien for current taxes are deemed to be Permitted Exceptions. B. Cure Period. If Seller cannot satisfy the objections within the Cure Period, Seller shall deliver a written notice to Buyer, prior to expiration of the Cure Period, stating whether Seller is committed to cure the objections at or before Closing. If Seller does not timely deliver the notice or does not commit in the notice to fully cure all of the objections at or before Closing, then Buyer may terminate this Contract by delivering a written notice to Seller on or before the earlier to occur of (i) the date which is seven (7) days after the expiration of the Cure Period; or (ii) the scheduled Closing Date. If Buyer properly and timely terminates this Contract, the refundable portion of the Earnest Money shall be immediately returned to Buyer and neither party shall have any rights or obligations under. this Contract (except for those which may expressly survive the termination of this Contract). If Buyer does not properly and timely terminate this Contract, then Buyer shall be deemed to have waived any uncured objections and must accept such title as Seller is able to convey at Closing. 7. SELLER'S WARRANTIES AND REPRESENTATIONS: A. Statements. Seller represents and warrants to Buyer the following: (1) Title. At the Closing, Seller will have the right to, and will, convey to Buyer good and indefeasible fee simple title to the Property free and clear of any and all leases, licenses, liens, assessments, unrecorded easements, security interests, and other encumbrances except the Permitted Exceptions or as otherwise disclosed in this Contract. Delivery of the Title Policy will be deemed to satisfy the obligation of Seller as to the sufficiency of title required under this Contract. However, delivery of the Commitment will not release Seller from the warranties of title set forth in the warranty deed. U:\WSB\T1B\C1TY0FTW.WPD PAGE2 (2) Negative Covenants. Seller shall not further encumber the Property or allow an encumbrance upon the title to the Property, or modify the terms or conditions of any existing leases, contracts or encumbrances, if any, without the written consent of Buyer. There are no leases or licenses affecting the Property that will not be terminated at or prior to Closing. (3) Liens and Debts. There are no mechanic's liens, Uniform Commercial Code liens against the Property, and Seller shall not create any such liens to attach to the Property prior to Closing, which will not be satisfied out of the Closing proceeds. Except for those obligations assumed and agreed to by the Buyer in this Contract and except as otherwise disclosed in this Contract, all obligations of Seller arising from the ownership and operation of the Property and any business operated on the Property, including, but not limited to, taxes, leasing commissions, salaries, contracts, and similar agreements, have been paid or will be paid prior to Closing. (d) Litigation. There is no pending or, to Seller's actual, present knowledge, threatened litigation, condemnation, or assessment affecting the Property except as disclosed in Paragraph 8 or elsewhere in this Contract. Seller shall promptly advise Buyer of any litigation, condemnation or assessment affecting the Property that is instituted after the Effective Date. B. Remedies. If Buyer discovers prior to Closing that any of Seller's warranties or representations have been misrepresented or are inaccurate, Buyer may notify Seller promptly in writing, and Seller may attempt to correct or remedy the misrepresentation or inaccuracy. If the misrepresentation or inaccuracy is not remedied prior to Closing, upon written notice to Seller, Buyer may as Buyer's sole remedy, either (1) proceed to Closing waiving any claim for any then known breach or warranty or misrepresentation; or (ii) terminate this Contract and recover the Earnest Money. 8. SELLER'S DISCLOSURE: The Property is the subject of an enforcement action brought by the Texas Natural Resource Conservation Commission ("TNRCC") against TechniCoat, Inc., Felton Havins, Sr. and American Cyanamid Company (succeeded in interest by Cytec Industries, Inc.). The enforcement matter resulted in the issuance of An Agreed Order issued by the Texas Water Commission (predecessor agency of the TNRCC) on or about August 19, 1991, which was amended by an Amendment To Agreed Order Docket No. 98-0723-IHW-E that was issued by the TNRCC on or about June 16, 1999 (hereinafter collectively referred, to as the "Agreed Order"). The Agreed Order pertains not only to the Property, but also to adjacent real property that was owned by American Cyanamid Company and leased to TechniCoat, Inc. and is referred to in the Agreed Order as the Southern Portion (hereinafter all the real property subject to the Agreed Order is referred to as the "Site"). Among other requirements, the Agreed Order requires the assessment of and environmental remediation of the Site, both of contaminated soil and groundwater. TechniCoat, Inc. and Felton Havins, Sr. have conducted environmental assessment and remediation activities at the Site, but have not completed all the actions required by the Agreed Order. The Agreed Order also assesses an administrative penalty of $158,880, composed of three subparts: (1) $10,000 due and UAW SBITIBICITYOFTW.WPD PAGE 3 payable within thirty (30) days of the date of the original Agreed Order; (2) $45,000 due and payable within thirty (30) days of the final closing of the sale of the Property from proceeds of the sale in accordance with Ordering Provision Nos. 11-13, and (3) $103,880 that shall be deferred and foregone pending the timely and satisfactory completion by Felton Havins, Sr., and TechniCoat, Inc. of all of the Ordering Provisions enumerated in the Agreed Order. Currently only $10,000 of the administrative penalty amount has been satisfied. Seller agrees to deliver to Buyer within five days of execution of this Contract copies of all reports describing investigative studies and remedial measures relating to environmental conditions on the Property prepared by or on behalf of Seller since August 1991 and which have not already been obtained by or provided to the Buyer and which are not privileged under the attorney -client privilege and which are in the possession of Seller, Seller's legal counsel, McGinnis, Lochridge & Kilgore, L.L.P., or Seller's consultant Eggleston & Associates. 9. BUYER'S INVESTIGATION: Once Buyer has received the reports specified in Paragraph 8, Buyer has five days to examine such documents to determine the extent of any limitations or permitted uses of the Property. ("Examination Period") If Buyer determines, in its sole discretion, that the Property cannot be used by Buyer as contemplated, Buyer may terminate this Contract by delivering a written notice to Seller within ten days of receiving copies of the reports specified in Paragraph 8. If Buyer properly and timely terminates this Contract, the refundable portion of the Earnest Money shall be immediately returned to Buyer and neither party shall have any rights or obligations under this Contract (except for those which may expressly survive the termination of this Contract). If Buyer does not properly and timely terminate this Contract, then Buyer shall be deemed to have waived any claim regarding any condition on the property. Zoning, permitted uses,. height limitations, setback requirements, minimum parking requirements, limitations on coverage of improvements to total area of land, requirements of the Americans with Disabilities Act, wetlands restrictions and other matters may have a significant economic impact upon the intended use of the Property by Buyer. Buyer is not relying upon Seller's warranties or representations concerning the permitted uses of the Property. However, if Seller receives notice of any zoning changes or nonconformances of the Property under existing law prior to the Closing, Seller shall promptly disclose such matters to Buyer in writing. 10. SALE ON "AS -IS" BASIS: THIS CONTRACT IS AN ARMS -LENGTH AGREEMENT BETWEEN THE BUYER AND SELLER. THE SUBJECT PROPERTY IS BEING SOLD BY SELLER TO BUYER ON AN "AS -IS" BASIS ONLY, WITHOUT REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS, MERCHANTABILITY OR HABITABILITY THEREOF OR AS TO USE FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LOCAL, STATE OR FEDERAL ORDINANCES, REGULATIONS, STATUTES OR OTHER LAWS, INCLUDING WITHOUT LIMITATION ENVIRONMENTAL LAWS AND REGULATIONS OR ANY RESTRICTIVE COVENANTS, AS WELL AS THE EXISTENCE OF HAZARDOUS WASTES, THEREON OR THEREIN. FOR PURPOSES OF THIS CONTRACT, HAZARDOUS WASTES MEANS ANY POLLUTANTS, TOXIC SUBSTANCES, OILS, HAZARDOUS WASTES, HAZARDOUS MATERIALS HAZARDOUS SUBSTANCES, OR ANY OTHER MATERIALS OF ANY KIND AS DEFINED IN OR REGULATED PURSUANT TO THE RESOURCE CONSERVATION AND UAW5BITIBICITY0FTW. W PD PAGE 4 RECOVERY ACT, AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, AS AMENDED, THE FEDERAL CLEAN WATER ACT, AS AMENDED, OR ANY OTHER FEDERAL, STATE, OR LOCAL GOVERNMENT LAW, REGULATION, ORDINANCE, RULE OR BYLAWS, WHETHER EXISTING AS OF THE CLOSING DATE, OR SUBSEQUENTLY ENACTED. 11. RELEASE AND LIMITATION OF LIABILITY: FELTON HAVINS, SR. AND/OR TECHNICOAT, INC. AND/OR THEIR HEIRS, REPRESENTATIVES, ASSIGNS, AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, EMPLOYEES, ASSIGNS AND SUCCESSORS (HEREINAFTER REFERRED TO AS "TECHNICOAT PARTY") WILL HAVE NO LIABILITY TO BUYER WITH RESPECT TO THE CONDITION OF THE SUBJECT SITE (INCLUDING, BUT NOT LIMITED TO THE PROPERTY) AND BUYER WAIVES ANY AND ALL CLAIMS OR CAUSES OF ACTION AGAINST TECHNICOAT PARTY CURRENTLY EXISTING OR ARISING THEREFROM IN THE FUTURE. TECHNICOAT PARTY AND BUYER ACKNOWLEDGE THAT THIS IS A PRIMARY BASIS UPON WHICH THE SUBJECT PROPERTY IS BEING SOLD AND THAT IT IS A MATERIAL FACTOR IN REACHING AN AGREEMENT ON THE PURCHASE PRICE. AFTER CLOSING, AS BETWEEN BUYER AND TECHNICOAT PARTY, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL PROBLEMS AND HAZARDOUS WASTE, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE RESPONSIBILITY OF BUYER, REGARDLESS OF WHETHER THE ENVIRONMENTAL PROBLEMS AND/OR HAZARDOUS WASTE WERE KNOWN OR UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, BUYER HOLDS HARMLESS AND RELEASES TECHNICOAT PARTY FROM LIABILITY FOR ANY LATENT DEFECTS AND FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AND/OR HAZARDOUS WASTE AFFECTING THE SITE OR ARISING FROM TECHNICOAT PARTY'S ACTIVITIES, OPERATIONS, USE OR OWNERSHIP OF THE SITE, INCLUDING, BUT NOT LIMITED TO, LIABILITY UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID WASTE DISPOSAL ACT, THE TEXAS WATER CODE, OR ANY OTHER APPLICABLE FEDERAL, STATE, OR LOCAL ACT OR REGULATION. BUYER HOLDS HARMLESS AND RELEASES SELLER FROM ANY LIABILITY FROM ENVIRONMENTAL PROBLEMS AND/OR HAZARDOUS WASTE AFFECTING THE PROPERTY OR OTHER REAL PROPERTY INCLUDING, BUT NOT LIMITED TO, THE SITE OR ANY PROPERTY NOW OWNED BY OR LATER ACQUIRED BY THE BUYER, ARISING AS THE RESULT OF TECHNICOAT PARTY'S OWN ACTIONS INCLUDING, BUT NOT LIMITED TO, THE NEGLIGENCE OR THE NEGLIGENCE OF TECHNICOAT PARTY'S REPRESENTATIVES. BUYER HOLDS HARMLESS AND RELEASES TECHNICOAT PARTY FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS AND/OR HAZARDOUS WASTE AFFECTING THE SITE ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY, STRICT LIABILITY, NUISANCE, TRESPASS, NEGLIGENCE, GROSS NEGLIGENCE OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE U AW SMTIBICITYDFTW. W PD PAGE 5 ON TECHNICOAT PARTY IN THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING THE SITE. BUYER HEREBY RELEASES AND FOREVER DISCHARGES TECHNICOAT PARTY FROM ANY AND ALL DAMAGES, CLAIMS, OBLIGATIONS, DISPUTES, DEMANDS, ACTIONS AND CAUSES OF ACTION OF WHATEVER KIND OR CHARACTER, KNOWN OR UNKNOWN, GROWING OUT OF, RELATED TO, OR CONNECTED IN ANY MANNER WITH THEIR OWNERSHIP, ACTIVITIES, AND/OR USE OF THE PROPERTY OR SITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION THAT BUYER HAD, NOW HAS, OR MAY HAVE IN THE FUTURE AGAINST TECHNICOAT PARTY. BUYER AGREES TO RECONFIRM THE PROVISIONS OF THIS PARAGRAPH IN THE WARRANTY DEED FROM SELLER TO BUYER TO BE DELIVERED AT CLOSING. 12. BUYER'S OBLIGATION TO COMPLY WITH ANY APPLICABLE ENVIRONMENTAL REMEDIATION REQUIREMENTS AND SATISFY ADMINISTRATIVE PENALTIES: As additional consideration, Buyer assumes and agrees to perform all required environmental assessment and remediation work on the Site in order to meet the requirements of the TNRCC, the Environmental Protection Agency, or any other regulatory agency with jurisdiction over any applicable remediation requirements. This obligation as to the TNRCC's requirements may be performed as remediation activities under a Voluntary Cleanup Agreement or under the terns of the Agreed Order on behalf of Seller, if the TNRCC does not terminate the Agreed Order, but Buyer's obligations are not limited to such remediation activities and requirements. Additionally, Buyer assumes and agrees to satisfy all of Felton Havins, Sr.'s and TechniCoat, Inc.'s remaining administrative penalty amounts due under the Agreed Order, if any, minus the Purchase Price, which Seller agrees to remit to the TNRCC. 13. ASSIGNMENT: At any time prior to Closing, Buyer may assign this Contract, but only with the prior written consent of Buyer, any other assignment is prohibited. As part of the assignment, the assignee must assume and specifically agree to comply with all provisions of the Contract, including without limitation the obligations in Paragraph 12, and Buyer must provide Seller with a copy of the executed assignment. However, despite the assignment and assignee's assumption and agreement to comply with those obligations, Buyer hereby agrees that such assignment shall not relieve Buyer from its independent obligation to comply with the provisions in Paragraph 12. 14. CLOSING. A. Closing Date. The closing of the transaction described in this Contract (the "Closing") shall be held at 10:00 a.m., fifteen (15) days after the expiration of the Review Period and Examination Period (the "Closing Date") at the offices of the Title Company at its address stated below. However, if any objections which were properly and timely made by the Buyer pursuant to this Contract have not been cured on the scheduled Closing Date, then either parry may postpone the date of the Closing by delivering a written notice to the other party specifying an extended Closing Date which is not more than ten (10) days after the previously scheduled Closing Date, but if the sale contemplated hereby has not closed by the ninetieth (90) day after the Effective Date, for UAWS \T1B\C1TvoPTW.WPD PAGE any reason whatsoever, then Seller may terminate this Contract by written notice to Buyer where upon all Earnest Money shall be refunded to Buyer and neither party will have any further responsibility to each other. Rattikin Title Brian Grona 201 Main, Suite 800 Fort Worth, Tx 76102 B. Seller's Closing Documents. At the Closing, Seller shall deliver to Buyer at Seller's expense: (1) A duly executed General Warranty Deed conveying the Property in fee simple according to the legal description prepared by the surveyor as shown on the Survey, subject only to the Permitted Exceptions; (2) Any updated Title Commitment committing the underwriter for the Title Company to issue promptly after Closing the Title Policy pursuant to the Title Commitment at no expense to Buyer, subject only to the Permitted Exceptions, in the full amount of the Purchase Price, dated as of the date of the Closing, and (at an additional premium cost) with the survey exception deleted at Buyer's expense (but not as to "shortages in area"); (3) Possession of the Property, subject to applicable Permitted Exceptions; (4) Evidence of Seller's authority and capacity to close this transaction; (5) All other documents reasonably required by the Title Company to close this transaction. C. Buyer's Closing Documents. At the Closing, Buyer shall deliver to Seller at Buyer's expense: (1) The Purchase Price, with the Earnest Money and interest earned thereon being applied thereto: (2) All other documents reasonably required by the Title Company to close this transaction. D. Closing Costs. Each party shall pay its share of the costs of Closing which are customarily paid by a Seller or Buyer in a transaction of this character. E. Prorations. Ad valorem taxes for the year of Closing shall be prorated at the Closing effective as of the date of Closing. If the Closing occurs before the tax rate is fixed for the year of Closing, the apportionment of the taxes shall be upon the basis of the UAW SBIT1MCITYOFTW.WPD PAGE 7 tax rate for the preceding year applied to the latest assessed valuation, but any difference between estimated taxes for the year of Closing and the actual taxes paid by Buyer shall be adjusted equitably between the parties upon proof of payment of the taxes by Buyer. This provision shall survive the Closing. 15. DEFAULT: A. Buyer's Remedies. If Seller fails to close this Contract for any reason, except Buyer's default or the termination of this Contract pursuant to a right to terminate set forth in this Contract, Seller shall be in default and Buyer may, as Buyer's sole remedy, and at Buyer's election either, (i) terminate the purchase of the Property and recover the Earnest Money and 'interest earned thereon as full liquidated damages, or (ii) enforce specific performance of this Contract. If Buyer does not commence an action for specific performance within forty-five (45) 'days after any alleged failure of Seller to proceed to Closing without justification, then Buyer shall be deemed to have elected to receive the Earnest Money and interest earned thereon as liquidated damages. B. Seller's Remedies. If Buyer fails to close this Contract for any reason, except Seller's default or the termination of this Contract pursuant to a right to terminate set forth in this Contract, Buyer shall be in default and Seller may, as Seller's sole remedy, retain the Earnest Money as full liquidated damages. lb. MISCELLANEOUS PROVISIONS: A. Effective Date. The term "Effective Date" means the latter of the two dates on which this Contract is signed by Seller and Buyer, as indicated by their signatures below. If the last party to execute this Contract fails to complete the date of execution below that party's signature, the Effective Date shall be the date this fully executed Contract is acknowledged by the Title .Company. B. Notices. All notices and other, communications required or permitted under this Contract must be in writing and shall be deemed delivered, where actually received or not, on the earlier of (i) actual receipt, if delivered in person or by messenger with evidence of delivery; or (ii) receipt of an electronic facsimile transmission ("fax") with confirmation of delivery; or (iii) upon deposit in the United States Mail as required below. Any party may change its address for notice purposes by delivering written notice of its new address to all other parties in the manner set forth above. Copies of all written notices should also be delivered to the Title Company, but failure to notify the Title Company will not cause an otherwise properly delivered notice to be ineffective. Address for notices: If to Felton H. Havins, Sr.: Gus Stearns 3301 Hamilton Ave., Suite 1100 Fort Worth, Texas 76107 Telephone: (817) 877-1395 Facsimile: (817) 8774397 UAW SB\TJWCITYOFTW.WPD PAGE If to the City of Fort Worth: Brian Boerner Environmental Management 1000 Throckmorton Fort Worth, Texas 76102 Telephone: (817) 871-6088 Facsimile: (817) 871-6359 C. Mutual Termination. If this Contract is terminated by mutual agreement of both parties at any time prior to Closing, the obligations of each party under this Contract shall terminate, except that (i) Buyer shall pay the costs to repair any damage to the Property caused by Buyer or its agents and (ii) Buyer shall deliver to Seller any reports or documents in Buyer's possession concerning the Property. D. Forms. In case of a dispute as to the form of any document required under this Contract, the most recent form prepared by the North Texas Commercial Association of Realtors, Inc., if available, or by the State Bar of Texas, modified as necessary to conform to the requirements of this Contract, shall be deemed reasonable. E. Broker. No agent, broker, or other person acting pursuant to authority or either party is entitled to any brokerage fee, commission, or finder's, or other fee in connection with the transactions contemplated by this Contract. G. Attorneys' Fees. The prevailing party in any legal proceeding brought in relation to this Contract or transaction shall be entitled to recover from the non -prevailing parties court costs, reasonable attorneys' fees and all other reasonable litigation expenses, as determined by the Court. H. Integration. This Contract contains that complete agreement between the parties with respect to the Property and cannot be modified except by written agreement. The parties agree that there are no oral or signed agreements, understandings, representations, or warranties made by the parties that are not expressly set forth herein. I. Survival. Any warranty, representation, covenant, condition, or obligation contained in this Contract not otherwise discharged at the Closing will survive the Closing of this transaction. In addition, Paragraphs 10,It, 12, and 16(G, I, J, and M) shall survive the Closing of this transaction. J. Binding Effect. This Contract shall inure to the benefit of and be binding upon the parties to this Contract and their respective heirs, legal representatives, successors, and assigns. K. Time for Performance. Time is of the essence under each provision of this Contract. Strict compliance with the times for performance is required, unless otherwise set forth within "days" shall refer to calendar days. L. Business Day. If any date of performance under this Contract falls on a Saturday, Sunday, or Texas legal holiday, such date of performance shall be deferred to the next day which is not a Saturday, Sunday, or Texas legal holiday. U:\WSB\TIB\CITYQFTW.WPD PAGE 9 M. Governing Law. This Contract shall be construed under and governed by the laws of the State of Texas, and unless otherwise provided herein, all obligations of the parties created under this Contract are to be performed in the county where the Property is located. N. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision shall not affect any other provisions, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from this Contract. O. Counterparts. This Contract may be executed in a number of identical counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. P. Gender: Number. Unless the context requires otherwise, all pronouns used in this Contract shall be construed to include the other genders, whether used in the masculine, feminine, or neuter gender. Words in the singular number shall be construed to include the plural, and words in the plural shall be construed to include the singular. 17. ADDITIONAL PROVISIONS: A. "Seller's Knowledge" means the'knowledge of the officers of Seller, and any consultant retained by Seller in connection with this transaction, without the review of any files or conducting any investigation whatsoever. 18. CONTRACT AS OFFER: The execution of this Contract by the first party to do so constitutes an offer to purchase or sell the Property. Unless within five (5) business days from the date of execution of this Contract by the first party, this Contract is accepted by the other party by signing the offer and delivering a fully executed copy to the first party, the offer of this Contract shall be deemed automatically withdrawn and terminated, and the Earnest Money, if any, shall be promptly retumed to Buyer. EXECUTED on the dates stated below. SELLER: BUYER: ton H. l� vies, r.: Owner Date of Execution:% THR:- IT O Mike Cl-'- Assistant City Manager Date of Execution: UAWSBMBICfTY0FTW.WPD PAGE 10 Z---131jv Contract Authorizamon 2 Date 0 Ww0l,r..[_�E. APPROVED AS TO FORM AND LEGALITY: Assistant `ty Attorney U:IWSBITIBICITYOFTW.WPD PAGE 11 t, o `.fort Warth, Texas "allow and Council coms"June lention PDATE 8f iQ'i REFER r-NCE NUMSF-R L bG NAMEPAGE- - _ L-131 52 IXTH � I of 1 .4 TFfC RI E THE PURCHASE OF PROPERTY LOCATED AT 301 N.E- -TN STREET IRECOMENDATION. J It is recommended that the City Council author-lze the City Manager to execute all necessary docvments to purchase property located at 301 N. E. th Street, approximately 0-2295 acres. DISCUSSION: Can November 14. 2000 (NIX O-13075), City Council approved the purchase of approximately 34 acres for the development of a balJpark. I'n order to be able to complete the purchase of the properly, it has become necessary to purchase the property located at 301 N.E, 6th Street. This property contains 0.2295 acres, It is anticipated that once the purchase of the property is completed, the terms of the purchase agreement for the 34 acres will be achieved soon thereafter. The purchase price for the property located at 3011 N. E. 6th Street is not to exceed $2,000.00. FISCAL I FOR A`t"IONGERTIFICATIONJ: The Finance Director certifies, that funds are available in the current operating budget, as appropriated, of the General Fund. MC.n Subrnllted for City Manager S FuriD ACCOUNT 1 C fY I EIS ,Atom UUNT T j O;'rT'Y . ]E ", qY Office by: - - - . - tt.P i Mike GFCi)nicr 6140- 9Ug 00PUlment Head: Haan l3oemcr 8079 ; (frnan) I� — - _ 13 _ ' GG01 539120 09C}5�L117 Addifinrsa2 furoi�nxa[inn C'��611xct: