HomeMy WebLinkAboutContract 32168 CITY SECRETARY'.), J 1S
CONTRACT NO .
CONTRACT OF SALE
This contract of sale (this "Contract") is made and entered as of the Effective Date
(hereinafter defined) by and between Winwood Properties, LTD ("Seller") and the city of Fort
Worth, Texas a Home-Rule Municipality duly organized and operating under the Constitution
and the laws of the State of Texas in Tarrant, Denton and Wise County, Texas ("Purchaser").
For and in consideration of the mutual covenants and agreements contained in this Contract
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser hereby agree to the provisions found herein below.
1. CITY COUNCIL APPROVAL REQUIRED. Until the City Council has formally accepted
same, this instrument shall constitute a firm offer by Seller to sell the herein described property
for the price and on the conditions and terms herein set forth, which shall not be binding upon
the Purchaser, City of Fort Worth, unless and until the consideration has been approved,
accepted and payment thereof authorized in regular, open, public meeting by the City Council of
the City of Fort Worth. After having been so accepted, this document shall contain the entire
agreement between parties. This contract is made with reference to and in full knowledge of the
Charter and Ordinances of the City of Fort Worth and the constitution and Statutes of the State
of Texas.
2. SELLER: Winwood Properties, LTD , 4608 Mandalay Drive, Arlington, Texas
76016 (Phone: 817-572-1959 Fax: 817-561-2163 )
3. PURCHASER: The City of Fort Worth, Texas, c/o Stephanie Givens, 1000
Throckmorton Street, Fort Worth, Texas 76102 (Phone: 817-392-8873 Fax: 817-392-8361)
4. PURCHASE AND SALE: Seller agrees to sell, convey and assign to Purchaser, and
Purchaser agrees to purchase and accept from Seller, title in fee simple to that certain real
property more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference for all purposes, together will all improvements located thereon (said real property and
improvements hereinafter referred to as the "Property") for the consideration and upon and
subject to the terms, provisions, conditions and reservations hereinafter set forth.
5. CONTRACT SALES PRICE:The sales price and consideration (the "Purchase Price") to
be paid by Purchaser to Seller for the Property shall be Sixty-Five Thousand Dollars and no
cents ($65,000.00). The Purchase Price shall be payable at the Closing (hereinafter defined).
6. TITLE AND SURVEY REVIEW: Notwithstanding the foregoing, however, Purchaser
shall obtain a current Owner's Title Policy Commitment (the" Commitment') covering the
Property, together with true, correct, complete and legible copies of all documents and
instruments referred to therein, and it shall be a prerequisite to closing that same must show fee
simple title to the Property to be held by Seller. Purchaser shall have a seven (7) day period
(the"Objection Period") after receipt of the last of the items referred to in this Section in which to
approve, disapprove, or object to such items or any matters disclosed therein. If Purchaser
shall fail to give any notice to Seller during the Objection Period, Purchaser shall have waived
its rights to disapprove of or object to any such items. Those title matters not disapproved or
objected to by Purchaser shall be referred to as "Permitted Exceptions." If Purchaser shall
disapprove of, or object to, any such items during the Objection Period, Seller shall have the
fourteen (14) day period thereafter (the "Cure Period") within which to cure or correct such item
to Purchaser's satisfaction. if Seller shall fail during the Cure Period to cure or correct any such
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title objection noted by Purchaser, then Purchaser shall have the option to terminate this
contract or waive such objections and proceed to close the purchase of the Property.
7. NO REPRESENTATION: Furthermore, and notwithstanding anything contained in
this Contract to the contrary, EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER
EXPRESSLY DISCLAIMS AND PURCHASER ASKNOWLEDGES THAT SELLER HAS MADE
NO REPRESENTATIONS OR WARRANTIES AS TO ANY MATTERS, EXCEPT WITH
RESPECT TO MATTERS OF TITLE. PURCHASER AGREES THAT IT WILL RELY UPON ITS
INSPECTIONS THEROF OR ITS DETERMINATIONS NOT TO INSPECT SAME, AND UPON
CLOSING SHALL ACCEPT THE PROPERTY IN ITS "AS IS" CONDITION, "WITH ALL
FAULTS" AND WITHOUT REFERENCE TO MERCHANTABILITY OR FITNESS FOR ANY
SPECIFIC PURPOSE.
8. CLOSING: The closing of the conveyance of the Property by Seller contemplated
herein (the "Closing") shall be held at Alamo Title, 3500 Hulen Street Fort Worth, Texas 76107,
Attn: Stacy Jandrucko (Phone: 817-731-8715 Fax:817-377-2292), (the "Title Company") no
sooner than after three (3) days' prior notice and no later than fifteen (15) days after the
expiration of any Cure Period.
Along with other items specified in this Contract, at the Closing, Seller shall provide Purchaser
the following:
A. A duly executed and acknowledged General Warranty Deed (the "Deed") conveying
good and marketable fee title to the Property, free and clear of all conditions,
exceptions, or reservations, except for Permitted Exceptions and those conditions,
exceptions and reservations set forth herein. The form of the deed is attached as
Exhibit "A":
B. An Owner's Policy of Title Insurance (the "Policy'), at Purchaser's expense, in the
full amount of the Purchase Price, issued by the Title Company, insuring fee simple
indefeasible title to the Property in Purchaser free and clear of all liens subject only
to the Permitted Exceptions;
C. Evidence of Seller's capacity and authority for the closing of the contemplated
transactions; and
D. All other documents reasonably necessary to close this transaction, duly executed.
9. COSTS: Purchaser shall pay all costs associated with the Policy and recordation
of the Deed. In addition, Purchaser shall pay the following fees of Purchaser or Seller
associated with the Closing: (i) escrow fees associated with the purchase and sale, but not
related to any lienholder or third-party transaction; and (ii) notary fees charged by the Title
Company. Seller shall pay (or use the proceeds of the sale to pay) (a) any and all holders of
liens against the Property such that no liens not acceptable to Purchaser affect the Property, (b)
fees for recording any release or partial release of lien related to an existing indebtedness
secured by the Property, (c) a proration of all taxes attributable to Seller during Seller's
ownership of the Property, and (d) all other closing costs of Seller.
10. REPRESENTATIONS AND WARRANTIES OF SELLER: Notwithstanding the various
disclaimer of Seller contained herein, Seller, to the best of Seller's knowledge, herby represents
and warrants to, and covenants with Purchaser that the making, execution, delivery, and
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performance of this Contract by Seller has been duly authorized and approved and is a valid
and binding obligation, enforceable in accordance with its terms. Seller hereby represents and
warrants to Purchaser, which representations and warranties shall be deemed made by Seller
to Purchaser as of the effective date of this Contract and also as of the Closing Date, that to
Seller's current actual knowledge:
A. Seller owns, or shall own at the Closing, good and indefeasible title to the
Property. Seller is duly organized and validly existing under the laws of the State
of Texas and has all requisite power and authority to enter and perform its
obligations under this Contract. Each person executing this Contract on behalf of
Seller warrants that he or she has all requisite authority to do so;
B. There are no parties in possession of any portion of the Property except Seller:
C. Seller has, or on the Closing Date will have, the full right, power and authority to
convey the Property as provided in this Contract and to cant' our Seller's
obligations hereunder, and that all requisite action necessary to authorize Seller
to enter into this Contract and to cant' out Seller's obligations hereunder has
been, or on the Closing Date will have been, taken;
D. There are no unrecorded liens or Uniform Commercial Code liens against any of
the Property which arose by, through or under Seller which will not be satisfied at
the Closing:
E. Seller has receive no notice that the Property is not currently in compliance with
applicable laws;
F. Seller shall not further encumber, or allow the encumbrances of, the title to the
Property or modify the terms or conditions of any existing encumbrances, if any,
without the prior written consent of Purchaser; and
G. Seller has not disposed of any hazardous material on the Property and has no
knowledge of any hazardous material being disposed on the Proeprty.
An event of default shall occur if any representation of warranty above is untrue and is
not remedied by Seller prior to Closing. The foregoing representations and warranties
shall survive the Closing.
11. NOTICES: Except as otherwise provided herein, any notice, request, demand or
other communication to be given to either party hereunder, except those required to be
delivered at Closing, shall be in writing and addressed to the pertinent party(s) at the address
(es) set out herein or such other notice address as either party may hereinafter provide to the
other and shall be deemed received when (i) personally delivered, (ii) deposited in the United
States mail, postage prepaid, registered or certified mail, return receipt requested, and properly
addressed, (iii) deposited with a nationally recognized overnight courier service, charges
prepaid, and properly addressed, or (iv) sent by facsimile transmission followed by mail or
overnight courier service in the manner previously described_
12. DEFAULT: Unless otherwise provided for herein, if the transaction contemplated
hereby is not consummated by reason of Seller's breach or other failure to perform all
obligations and conditions to be performed by Seller, and Purchaser is not in default hereunder,
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Purchaser may (i) terminate this Contract or enforce Specific Performance. If the transaction
contemplated hereby is not consummated by reason of Purchaser's breach or other failure to
perform all obligations and conditions to be performed by Purchaser, Seller may, as its sole and
exclusive remedy, terminate this Contract
13. MISCELLANEOUS:
A. This Contract shall be construed under and in accordance with the laws of the
State of Texas, and all obligations of the parties created hereunder are
performable in the City of Fort Worth, Texas.
B. This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives,
successors, and assigns.
C. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision hereof,
and this Contract shall be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein.
D. This Contract constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the
parties respecting the subject matter hereof and cannot be changed except by
their written consent.
E. Time is of the essence with this Contract.
14. BINDING EFFECT: This Contract and the terms and provisions hereof shall inure to
the benefit of and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns, wherever the context so requires or permits.
15. EXECUTION: Numerous copies or counterparts of this Contract may be or may have
been executed by the parties hereto. Each such executed copy or counterpart shall have the
full force and effect of an original executed instrument.
16. EFFECTIVE DATE: The "Effective Date" shall be deemed to refer to the last date, in
point of time, on which all parties hereto have fully executed and delivered this instrument.
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This Contract of Sale is EXECUTED to be effective as of the Effective Date.
SELLER: PURCHASER:
WINWOOD PROPERTIES, LTD THE CITY OF FORT WORTH
a Home-Rule Municipality duly organized
and operating under the Constitution and
laws of the State of Texas in Tarrant,
Denton Wi County, T s
N me: L�,l Libby atson
Title: Assistant City Manager
Date: Dater
ATTEST:
Marry Hendrix, Oity Secretary
Approved to Form and Legality:
Assistant City Attorney
.'or.t�ract Authorization
-7
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Date
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/26/2005
DATE: Tuesday, July 26, 2005
LOG NAME: 30LAKELAND REFERENCE NO.: **L-14123
SUBJECT:
Authorize the Purchase of Property Located at 8504 Marks Lane, Lakeland Addition, Tarrant
County, Texas
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the purchase of the property located at 8504 Marks Lane, Lakeland Addition, Tarrant County,
Texas for a cost of$65,000 plus $3,000 closing costs; and
2. Authorize the City Manager to execute the appropriate closing documents to complete the purchase.
DISCUSSION:
The Lakeland Addition is a small residential neighborhood surrounded by the Fort Worth Nature Center
and Refuge. This area is not currently served by a municipal water or sewer system. Residents living in
the area utilize private wells and septic systems for their water and sewer services. There are currently 77
privately owned properties within this neighborhood area.
Over the past several years, the City has been acquiring properties in the Lakeland subdivision as they
have become available, and funds in the amount of $200,000 were included in the 2004 CIP for this
purpose. The purpose of the acquisitions has been to integrate these properties into the Fort Worth Nature
Center and Refuge as endorsed in the Nature Center Master Plan approved by City Council. The City has
acquired nine of the privately owned properties in this area to date.
Staff has recently identified another property in the Lakeland Addition that is for sale. This property is an
improved property consisting of approximately 0.018 acres. The City of Fort Worth currently owns an
adjacent property. Integration of this property is essential for the future development of the Fort Worth
Nature Center and Refuge. The property is further described as follows:
Owner Address Square Feet Cost
Steve and Christy 8504 Marks Lane 785 $65,000.00
Woodward Lakeland Addition
Closing Costs $3,000.00
Total $68,000.00
City staff considers the cost to be fair and reasonable and recommends the purchase of this property. The
'property value was evaluated and determined by the Engineering Department, Real Property Services
Division, based on similar parcel values in the Lakeland Addition.
The property is located in COUNCIL DISTRICT 7, Mapsco 45F.
http://www.fortworthgov.org/council_packet/Reports/mc_print.asp 07/26/2005
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C FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Capital Improvements Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C280 541100 801410027141 $68,000.00
Submitted for City Manager's Office b,)c. Marc Ott (8476)
Originating Department Head: A. Douglas Rademaker (6157)
Additional Information Contact: A. Douglas Rademaker (6157)
http://www.fortworthgov.org/council_packet/Reports/mc_print.asp 07/26/2005