HomeMy WebLinkAboutContract 36454 CITY SECRETARY
CONTRACT W-)
FIRST AMENDMENT OF PURCHASE CONTRACT
(WEST RETAIL)
THIS FIRST AMENDMENT OF PURCHASE CONTRACT ("Amendment") is made and
entered into by and between the CITY OF FORT WORTH, TEXAS, acting by and through its duly
authorized City Manager or Assistant City Manager ("Seller"), and CYPRESS EQUITIES 1, LP
("Purchaser"),as of January 2,2008 ("Effective Date").
RECITALS
A. Seller and Purchaser entered into a Purchase Contract (City Secretary Contract No.
35571)dated as of July 25,2007(the"Contract")for the sale and purchase of the approximately 194,776
square foot tract of land described as parcels, 3A, 4A, 4C on the attached Exhibit A, (collectively, the
"Property").
B. Purchaser has requested that Seller extend the Option Period and Closing under the
Contract and allow Purchaser to take down individual tracts of land for the development of a
commercial/retail center.
F. Seller is willing to extend the Contract and allow Purchaser to take down individual tracts
in order to have the property developed as a commercial/retail center.
G. Except as otherwise defined herein,all of the defined terms in this First Amendment have
the same meanings given to those terms in the Contract.
AGREEMENT
In consideration of the mutual covenants in this First Amendment, Seller and Purchaser agree as
follows:
1. Amendment of Contract. Seller and Purchaser amend the Contract as follows:
A. Sale and Purchase. Section 1(a)of the Contract is amended to provide as follows:
(a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to
purchase and accept the Property from Seller, subject to the terms and conditions set forth in this
Contract. The Property does not have to be conveyed as a whole at a single Closing. Seller shall
sell and convey the Property to Purchaser as a whole or by a portion of the Property("Tract"), as
elected by Purchaser. If Purchaser elects to close the purchase of the Property by individual
Tracts, the Tracts shall be as described in Exhibit A, and shall be conveyed wholly as Parcel 3A,
Parcel 4A, or Parcel 4C for the Tract. If the Property is conveyed to Purchaser by Tract, no later
than 15 days prior to Closing an individual Tract, Purchaser shall provide Seller with a survey of
the Tract ("Tract Survey") which meets the requirements of the Survey in Section 3(b). Each
Tract shall be conveyed for the Tract Purchase Price set forth below,
B. Purchase Price. Section 2(a)of the Contract is amended to provide as follows:
(a) For purposes of this Contract, the term "Net Square Feet" means the total gross square
feet within the surveyed boundaries of the Property. The purchase price ("Purchase-Price") for
the Properly, if conveyed in one Closing.. shall be Sever Hundred Tliiirty Thousand Seven
Hundred Dollars ($730,7700), payable by Purchaser to Seller in cash at Closifg -bc
'r he Tract purchase price("Tram Purchase Price') for the Property, if closed ip Iry dal l°
S,
shall be payable by Purchaser to Seller in cash at each respective Closing (defined below) as
follows:
-Parcel 3A-$345,500.00
-Parcel 4A-$320,300.00
-Parcel 4C-$ 64,900.00
Purchaser may elect to close, and Seller will convey to Purchaser, a portion of a Tract, less than
the whole, and if Purchaser so elects, the Purchase Price shall be Five Dollars ($5.00) per Net
Square Foot. If and when Purchaser closes on all three (3)Tracts (being all of the Property), the
Purchase Price shall be Seven Hundred Thirty Thousand Seven Hundred.Dollars ($730,700) and
the Tract Purchase Price for the last Tract purchased shall be adjusted up or down so that the total
Purchase Price paid for all the Property equals Seven Hundred Thirty Thousand Seven Hundred
Dollars ($730,700). In no event shall Purchaser be required to pay more than Seven Hundred
Thirty Thousand Seven Hundred Dollars($730,700) for the Property.
C. Title Commitment and Survey. Section 3(b)(ii)is amended to read as follows:
(ii) reflect the actual dimensions of and the total number of Net Square Feet within the
Property,....
D. Option Period. Section 6(a) and Section 6(e) of the Contract are amended to provide as
follows:
(a)Purchaser shall have a period of time commencing on the Effective Date and terminating
on July 3, 2008 ("Option Period") during which to enter and examine the Property and, at its
expense,conduct the Tests(defined below).
(e)The parties agree that Purchaser may request to extend the Option Period for an additional
six months by submitting a written request to Seller. Seller, in its sole discretion shall determine
whether to grant the extension. If granted, Seller shall send written notification to Purchaser of
the extension. If the extension is not granted,this Contract shall automatically terminate.
E. Closing Contingencies. Section 8(a)(6)is hereby added to the Contract:
(a)(6) Purchaser has received from Seller written approval of the proposed development and
the layout of the proposed buildings.
F. Closing Contingencies. Section 8(c) of the Contract is amended to provide as
follows:
(c) If any of the Closing Contingencies are not satisfied to chaser's satisfaction so that
Purchaser is prepared to close on all of the Property, whether sold by parcel, Tract, or in its
entirety, on or before July 11, 2408, them either Seller or Purchaser may terminate this Contract
by giving written notice to the other, and upon tertrunation, the Title Company shall, deliver to
Purchaser the Earnest Money and any interest earned, and neither party will have any further
rights or obligations hereunder, however, the Closing may be extended if the Closing
Contingencies are not satisfied and if agreed to in writing by both parties.
G. Closing. Sections 9(a)(1)(i)and 9(a)(e) of the Contract area ended to provide as follows:
#218555 V4-C a PRIESS."T H S'EFIRST MADIMT TO PURCHASE KC 2
`
(a)(l)(i) A0peoial Warranty Deed fully executed and acknowledged by Seller,
conveying to Purchaser good and indefeasible fee simple title to the parcel or Tract of the
Property that is the subject uf the Closing, subject mexisting easements, dghtu-of-way, and
prescriptive rights, whether o/record urnot, with the precise form mf the Deed tobedetermined
pursuant to Section llbelow;
bJ(3) The Title Cnozoaoy shall issue to Purchaser, at Sc{lu/m sole cost and expense, an
0nmor Policy of Title Insurance ("Owner Policy") iyxocd by Td]c Company in the amount of
oitbcz the Puocbuao Price or the Tract Purchase Price, as applicable, insuring that, after the
completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the parcel or
Tract conveyed by Seller tn Purchaser, subject only tu the Permitted Encumbrances applicable to
the Property or the Tract being closed, and the standard printed ouocpdouu included iooTexas
Standard Form {)wucr Policy of Title lomoruooe; provided, hn*ovcz the ozi4od form survey
exception shall be limited to "obmUa&em in area," the printed (broz exception for restrictive
covenants shall he deleted except for those restrictive covenants that are Permitted Encumbrances
applicable to the Property orTruut.' there shall heouexception for rights of parties inpossession,
and the standard exception for taxes shall read: "Standby Fccm and Taxes for [year of Closing]
and subsequent years, and subsequent assessments for prior years due to change in land usage or
owoczu6lo".
(d Upon completion of the Closing, Seller shall deliver possession ofthe Property or Tract
that is the subject of the Closing to Purchaser, free and clear of all tenancies of every kind.
(d) Notwithstanding anybing herein, the term "Closing" refers to the closing of each parcel
or Tract conveyed by the 8nlkx 10 the 9orc6umor, vvhiob closings may or may not occur
minonbuuuonoly.
H. Taking Prior toClosing. Section l8(ii)ie amended(n read aofollows:
(ii) proceed with the Closing of the transaction with an mGouboxnt in the 9orobuao Price to
reflect the Net S4noze Feet iothe Property after the taking,
2. Except au amended hythis First Amendment, all of the terms and conditions o{the Contract are
ratified and remain io fall force and effect. This First Amendment io executed umof the Effective Date.
[Signature page followI
#218555 V4 CYpmE8m,7TaaT.mRSTAmoMITTO PURCHASE xC 3
SELLER: Attest
CITY OF FORT WORTH
Dale Fisseler rll a endrix
Assistant City Manager City Secretary
Approved as to Form and Legality
'Assistant City Attorney'
PURCHASER:
CYPRESS EQUITIES 1,L.P.
a Texas limited partnership. Oni-ract Awthor�izatio*-
By: Cypress Equities,LLC,a Texas limited
Liability ny,its Partner
ye --
Date
/0 �neral L-1
Bria Parro
Chief Financial Officer
#2119 8555 V4-CYPRESS,71TH STFIRST ANlDt%4T TO PURCHASE KC 4
Rl WORT
REAL PROPERTY DESCRIPTION
OF EVAWROSLU.ALE CIT'i'PROPLRM
PAMWfMn,gf MMU2sed kAw
Aparcel.ofhwtu betng;a portion ofBloek 1,ofSchlalees Subdivisiouof8vaus South
Additi
,FoRTWoRT
READ.PROMTY DISCRVnOW
OF EVANS-ROSZDALIK CM PROPER MS
ro
,A parcel,oflaud„beinZ aportion ofWJ.Boaes Subdivision ofBlock3 ofBvm South
Addition,according to Plat ther MdCdia Volume 105,Page 28,of the Plat Reourds
of Tarrant County,Toms,and a portion of the included alley within said Sloe„Od
be4 more particaMy described as follows;
BEGUJNMNC1 at aAghmy Monumendt£aund,at the intersection of the east right— =waxy
of Interstate 13ighway Number 35 with the south right-of-way of Dashwood Street;
TEENCE:with said south right-of-way,North 89 degrees 20 minutes 24 seconds East;
221.91 feet,to a 518"iron rod*end at its intersection with the west right-ofway of
Missouri Avenue;
TMWCE:vft said west regh"f vvay,South 00 degrees 39 r hwU s 52 monde,:fit;
400:82 feet,to a 519"iron rod found at he intersection with the north:righW-way of
Verbena Street
'1DIMP.with said north rigbtof-way,South 89 20:noinutes o3 seconds West,
at 108.1:0 feet,pass.a 518"iron rod found,in all 11. .fbet to the ccmb�of an alley;
TFB311G..depm*&;said north right-of way,and with the centerline of said atle y,North
00 degrees 37 minutes 35 meconds Wes,50.08 feet;
TM CE:South 89 degrees 17 minutes 50 seconds West„at 6.0 feet pass a 518"iron rod
fond at the common east comer_of Lots 21 and 22 of said Block,and with the common
line of wad Lot 19,in all,l 07:91 feet to a iron.rod Ibund.at its intauctiowvvith said
can rigl*-of-way of Interstate Oghway Number 35;
T111 ICE,with said east r -of-way,North tit degrees 38 mirmtes 28 seconds West,
350:83 fivt to the Plan oftq and containing a grass area of 83,583 sgMe f t of
laud,more or less,.less 4,535 square feet of land included within the public alley for a
area of79,048 square feet ofland,more or less.
rm err
T T of FmT W * 1090 Twmawxm*mT* FM Wwv,Two 1610 Sill
(€317) . FAx(617) "l1.
Page
Surveyed on the gzwW from July tbrough Ootobw of 2MB
Basis:ofB. :TU City offort Worth btegrated GY.S.Network System,N,AD.83,
North Central Tom Z.ow Distances are ground.measurements-
52656IX}3�' NM,Dc�C ,
FXHLIIBr ,Page 3
1 R
REAL PRt3 T1'.DrSC1iI"Mri
OF EVANS-ROSMDAIX COY MOYMUS
unqW klMd 4C
A parcel of land,being a.portion efBlock 5,Evans South Addition,an unrecorded
addition,-and being more particularly desaibed as fbllows;
BHOWN1NGr at a 518"iron rod found at the intersection of the west rigl =way of
Missouri Avenue with the south dgWof=way of Via Strom
TFIEN'CE:with said west rat-of way,South Utz degrees 38 minutes 03 seconds Bast,
123.54 f wt# to a 518":iron rod set,at its intmoWon wifh the northeasterly riglt�of-way of
:Bast Rosedale Street
TMNCE:with saidnortheasterly right-of-way,South 45 degrees 39 mittutes 51 seconds
West,26.41 feet,to a 518"Iron rod set;
TMNCB:confinuing with said northeastedy ri&-of-way,North 54 degrees 09 minutes
06 seconds West,237.81 feet,to a`IW NAIL found at its intersection with said south
1EICE:with said south right-d way,North 89 degrees 20 minutes 41 moonds East,
210.0 fit,to the'place of$osgimmng and containing some 16,016 square feet of lad,
more orless.
Surveyed on the ground from July through October of 2006.
Basis ofDearfags:The City ofFort Worth Integrated G:P:s.,Network System,N.A.D.83,
North Central Texas Zone.131danc+es are ground measurements.
52656F031 KHDNKDOC
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�EYJIMIT A Page 4
City of Fart Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/1812007
DATE: Tuesday, December 18, 2007
LOG NAME: 17CYPRESS AMEND REFERENCE NO.: L-14443
SUBJECT:
Authorization to Amend the Purchase Agreement to Sell City-Owned Property in the Evans and
Rosedale Project Area to Cypress Equities I, LP, in Accordance with Section 272 of the Local
Government Code
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to amend the Purchase Agreement (Contract No. 35571) with Cypress
Equities I, LP, to extend the original option period for six months and, if necessary, allow an additional six
month extension and to permit Cypress to purchase individual tracts instead of the entire tract; and
2. Authorize the City Manager to execute an appropriate deed conveying the property to Cypress Equities 1,
LP, and record the deed, if the terms of the option agreement as amended are satisfied.
DISCUSSION:
On June 5, 2007, the City Council authorized the sale of approximately 4.5 acres of property located in the
Evans and Rosedale Project Area and known as the West Retail to Cypress Equities 1, LP, (Cypress) for
$730,700. (M&C L-14331). City Council chose Cypress to be the Master Developer of the Evans and
Rosedale Project. The West Retail portion of the Evans and Rosedale Project Area is the property bounded
by the Interstate-35W Service Road, East Terrell Avenue, Missouri Avenue and East Rosedale Street.
Pursuant to the Purchase Agreement, Cypress has a six month option period to complete its due
diligence. Since the execution of the purchase agreement, Cypress has actively pursued various
restaurants and businesses to relocate in the Evans and Rosedale Project Area. Cypress' option to
purchase the property expires on January 2, 2008. Cypress has requested to extend its option period for six
months and if necessary an additional six month extension, in order to pursue restaurants and businesses
that will impact the area in a manner that is consistent with the vision for the area. In addition, Cypress has
requested the ability to close on individual tracts in the West Retail portion instead of the entire West Retail
Tract in order to develop the property quickly. In order to close on any portion of the property, the city must
approve the development. Staff recommends the proposed amendment,
The property is located in COUNCIL DISTRICT 8.
FISCAL INFORIVIAT1ON ERTIFI AT°IO :
The Finance Director certifies that this action will have no material effect on City funds.
TO Fund/Account/Centers FROM Fund/AccountlCenters
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head; Tom Higgins (6192)
Additional Information Contact: Cynthia Garcia (8187)