HomeMy WebLinkAboutContract 46810 34
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CONTRACT NO. LVV9 IU
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os �a CONTRACT OF SALE AND PURCHASE
8! 9 900 MONROE STREET
THIS 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
Monroe Street Prof Bldg, Ltd., ("Seller") as of the date on which this Contract is executed by the last to
sign of Seller and Purchaser("Effective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract, Lot 1, Block 2,
Hirschfield Addition of the City of Fort Worth,Tarrant County, Texas, also known as 900 Monroe Street,
Fort Worth, Texas 76102 (collectively, the "Land"), which Land is more particularly described on the
attached Exhibit "A", which is attached hereto and incorporated herein by reference for all purposes,
together with (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores
between the Land and all abutting properties; (iii) all roads, alleys, rights-of-way, easements, streets and
ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface
or otherwise;(iv) any land lying in the bed of any street, road or access way, opened or proposed, in front
of, at a side of or adjoining the Land, to the centerline of such street, road or access way; (v) all of Seller's
rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land;
and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and items (i)-(vi) are
collectively referred to as the "Property".
(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 and the Survey (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 2. Independent Contract Consideration and Purchase.Price.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a
check in the amount of$50.00 ("Independent Contract Consideration") as independent consideration
for Seller's execution, delivery and performance of this 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
OFFICIAL RECORD
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FT.WORTH,TX
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) Within three (3) days of the execution of this Contract, Purchaser shall deposit into
escrow with the Title Company (as hereinafter defined), the sum of Twenty-Five Thousand and 00/100
Dollars ($25,000.00) ("Earnest Money"). The Earnest Money will be held in escrow and delivered by
Title Company in accordance with the provisions of this Contract, and if the sale and purchase of the
Property closes under this Contract, the Earnest Money will be applied toward the Purchase Price (as
hereinafter defined). The Earnest Money will be placed in an interest-bearing account by Title Company
as directed by Purchaser, with all interest accruing to Purchaser prior to Closing. Earnest Money will be
refunded to the Purchaser if the Fort Worth City Council does not approve the transaction, per Section 7
below.
(c) The purchase price("Purchase Price") for the Property, payable by Purchaser to Seller at
Closing(as hereinafter defined), is THREE MILLION and 00/100 DOLLARS ($3,000,000.00).
Section 3. Title Commitment and Survey.
(a) Within 3 business days after the Effective Date, Purchaser shall obtain at Seller's sole
cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title, 800 W
10`x' Street, Fort Worth, Texas 76109, Telephone: 817-37-9009, Attention: Stefanie Cherryhomes (the
"Title Company"). The Title Commitment shall be effective as of a date which is on or after the
Effective Date, showing Seller as the record title owner of the Land, 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) If Purchaser does not have a survey of the property satisfactory to the Purchaser, in
Purchaser's sole discretion, then within 10 business days after the Effective Date of this Contract, Seller
shall provide to Purchaser a copy of a survey of the Property ("Survey")at Seller's sole cost and expense.
The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a current
on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to
Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns,
and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the
Property net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii)
identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data,
and (iv) include the Surveyor's registered number and sea] and the date of the Survey. The description of
the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract
that require a Legal description of the Property.
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending 10 business days after the first date on which Purchaser has received both the
Title Commitment(and exception instruments) and the Survey, in which to notify Seller in writing of any
objections("Objections") Purchaser has to any matters shown on the Title Commitment or the Survey.
(d) Seller shall have the option, but not the obligation, to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser's
notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such
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Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If
Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or
agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement
may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the
period of time (the "Termination Period")ending on the fifth business day following the end of the Cure
Period, and the Escrow Agent shall return the Earnest Money to Purchaser and the parties shall be
released of further obligations under this Agreement; or(ii) any such Objections may be waived by or on
behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination
is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in
the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period
(or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted
exceptions(the "Permitted Exceptions") to the status of Seller's title to the Property.
(d) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this
Agreement and are not attributable to actions by Purchaser and (ii) all Objections that Seller agrees in
writing to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured
or removed by Seller, at Seller's sole cost and expense, at or prior to Closing.
Section 4. Due Diligence Documents. Within 2 business days after the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review (i) any and all leases or other agreements affecting the
Property; (ii) any and all tests, construction plans, studies and investigations relating to the Property and
the operation and maintenance thereof, including, without limitation, any soil tests, engineering reports or
studies, and any Phase I or other environmental audits, reports or studies of the Property; (iii) any and all
information regarding condemnation notice(s), proceedings and awards affecting the Property; and (iv) all
proposed or existing private covenants, conditions and restrictions, of which the Property will be a part
and any other private agreements affecting the use or development of the Property.
Section 5. 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 expense. At
the conclusion of the Tests, the Property will be restored by Purchaser, at Purchaser's sole expense, to at
least a similar condition as before the Tests were conducted. 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 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until 10 days after
the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations
under this Contract:
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 5 above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or
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before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, the
Earnest Money (including all interest earned thereon) will be returned to Purchaser, the Contract will
terminate, and neither party shall have any further rights or obligations under this Contract.
(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.
Section 7. Closinp_ Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on or before July 25, 2014, or on such
other date that may be mutually satisfactory and agreed to in writing by both Seller and Purchaser, but
after formal approval of the purchase by the Fort Worth City Council in a public City Council meeting.
Approval of the purchase on the terms and conditions herein by the Fort Worth City Council is a
condition precedent to Closing.
Section 8. Closing.
(a) 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 Special 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, but containing
a reservation of the mineral rights, with the precise form of the Deed to
be determined pursuant to Section 10 below;
(ii) Assignment and Assumption of Leases, assigning all leases on the
Property to Purchaser;
(iii) Assignment of Parking Agreement (City Secretary Contract Number
24403);
(iv) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller,
confirming that Seller is not a foreign person or entity within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended;
(v) Evidence of authority to consummate the sale of the Property as is
contemplated in this Agreement or as Purchaser or the escrow agent may
reasonably request; and
(vi) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(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.
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(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 survey exception
shall be limited to "shortages in area," 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 shall its legal fees, commissions, the title policy premium, and one-half of
the escrow fee.
(5) Purchaser shall pay for its legal fees, recording fees, inspection and appraisal
costs, and one-half of the escrow fee.
(b) 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 the current year shal I 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 the
current year, 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 the current year
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. Notwithstanding anything herein to the contrary, Purchaser shall remain responsible
for any ad valorem taxes which are paid by Purchaser pursuant to Purchaser's leases with Seller for
premises on the Property, for so long as those leases are in full force and effect.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted
Encumbrances.
Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing, that:
(a) Seller's Authority. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided for herein will
constitute a violation or breach by Seller of any provision of any agreement or other
instrument to which Seller is a party or two which Seller may be subject although not a
party, or will result in or constitute a violation or breach of any judgment, order, writ,
junction or decree issued against or binding upon Seller or the Property;
(b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the
Property or any portion thereof, or affecting Seller and relating to the ownership,
operation, use or occupancy of the Property, pending or being prosecuted in any court or
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by or before any federal, state, county or municipal department, commission, board,
bureau o agency or other governmental entity and no such action, suit, proceeding or
claim is threatened or asserted, other than the dispute between Seller's partners on the
distribution of the sales proceeds;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not
obligated to withhold any portion of the Sales Price for the benefit of the Internal
Revenue Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of
creditors, receivership, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed
by or against Seller or the Property, nor is any such action pending by or against Seller
or the Property;
(e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no
lease, contract or agreement exists relating to the Property or any portion thereof which
is not terminable at will or upon not more than 30 days' prior notice except tenant
Ieases;
(f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to
purchase, lease or otherwise acquire or possess the Property or any part thereof,
(g) No Regulatory Violations. The Property is not in breach of any law, ordinance or
regulation, or any order of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
wherever located, including, without limitation, those relating to environmental matters
and hazardous waste, and no claim, action, suit or proceeding is pending or, to the best o
Seller's knowledge and belief and after due inquiry, threatened against or affecting
Seller or affecting the Property, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
entity wherever located, with respect to the Property or the Seller's present use and
operation of the Property; and
(h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal,
state and local permits concerning or related to environmental protection and regulation
for the Property have been secured and are current; (ii) Seller is and has been in full
compliance with such environmental permits and other requirements regarding
environmental protection under applicable federal, state or local laws, regulations or
ordinances; (iii) there is no pending action against Seller under any environmental law,
regulation or ordinance and Seller has not received written notice of any such action or
possible action; (iv) there is not now, nor has there been in the past, any release of
hazardous substances on, over, at, from, into or onto any facility at to Property, as such
terms are understood under the Comprehensive Environmental Response,
Compensation and Liability Act; and (v) Seller does not have actual knowledge of any
environmental condition, situation or incident on, at or concerning the Property that
could reasonably be expected to give rise to an action or to liability under any law, rule,
ordinance or common law theory governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Agreement and in closing the purchase and sale of the Property pursuant to this
Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the
event that Seller obtains knowledge of any change affecting any of such representations and warranties, in
which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and
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unless Seller's warranties and representations shall have been qualified and modified as appropriate by
any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to
rely on Seller's representations and warranties set forth in this Agreement, notwithstanding any contrary
information resulting from any inspection or investigation made by or on behalf of Purchaser. All of
Seller's representations and warranties,as so qualified and modified, shall survive Closing.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title
Commitment, Survey, Due Diligence documents and other materials delivered by Seller to
Purchaser hereunder to satisfy itself with respect to the condition and operation of the
Property, and Seller agrees that, if Seller discovers that the information contained in any of
the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect,then
Seller shall promptly notify Purchaser of such changes and supplement such materials.
(b) Prohibited Activities. During the term of this Agreement, Seller shall not, without the prior
written consent of Purchaser, which consent Purchaser shall have no obligation to grant and
which consent, if granted, may be conditioned in such manner as Purchaser shall deem
appropriate in the sole discretion of Purchaser: (i) grant, renew, amend or extend any leases,
licenses, easements or other uses affecting any portions of the Property; (ii) permit any
mechanic's or materialman's lien to attach to any portion of the Property; (iii) place or permit
to be placed on, or remove or permit to be removed from, the Property any trees, buildings,
structures or other improvements of any kind; or(iv) excavate or permit the excavation of the
Property or any portion thereof.
(c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will
cooperate with Purchaser in such manner and at such times as Purchaser may request in
obtaining subdivision, zoning or rezoning, site plan development, building permit and other
approvals required for Purchaser's proposed use, including without limitation, signing such
applications for such approvals and other instruments as may be required or authorizing
Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall
bear the costs and expenses of obtaining all such approvals except for attorneys' fees that
Seller may consider necessary in connection with reviewing such applications and
instruments, which shall be borne solely by Seller.
Section 11. Agents. Seller shall pay a brokerage fee at Closing to Transwestern per a separate
agreement. Purchaser has not engaged the services of any agent, broker, or other similar party in
connection with this transaction.
Section 12. Closing Documents. No later 5 days prior to the Closing, Seller shall deliver to
Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's
reasonable right of approval.
Section 13. 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, or (iv)
deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or
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other reputable overnight carrier for next day delivery, addressed to the party at the address specified
below.
(b) The address of Buyer under this Contract is:
City of Fort Worth With a copy to:
1000 Throckmorton Street Leann D. Guzman
Fort Worth, Texas 76102 City Attorney's Office
Attention: Jay Chapa City of Fort Worth
1000 Throckmorton
Telephone: 817-392-5804 Fort Worth, Texas 76102
Fax(817) 392-7328 Telephone: (817) 392-7600
Fax (817) 392-8359
(c) The address of Seller under this Contract is:
Monroe Street Professional Building
Attn: Ron Crabtree
2400 Ellis
Fort Worth, Texas
Telephone: 817-713-2691
(d) From time to time either party may designate another address or fax number under this
Contract by giving the other party advance written notice of the change.
Section 14. 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. At that time, the Title Company is
instructed to deliver the Earnest Money to Seller as liquidated damages and agreed upon damages.
Purchaser and Seller acknowledge that they have discussed the impracticality and extreme difficulty of
fixing the actual damages to Seller in the event of Purchaser's default. The parties agree that the amount
of the Earnest Money represents a reasonable estimate of the actual damages Seller would incur in the
case of such a default by Purchaser, and Seller intends that Purchaser be able to limit its potential liability
to Seller in the event that this transaction fails to close.
(b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this
Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained
herein is not true or has been breached or modified, or (3) Seller 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:
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(i) 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;
at that time, the Title Company is instructed to return the Earnest Money (including all
interest earned thereon) to Purchaser;
(ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to
close the transaction contemplated hereby in accordance with the remaining terms hereof;
(iii) enforce specific performance of Seller's obligations under this Agreement; or
(vi) institute an action for damages against Seller.
Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement (i) will expire two years after the Closing as to matters for which Purchaser has not provided
written notice to Seller within such period of time; and (ii) will expire as to all matters specified in any
such written notice to the extent that such matters are not resolved or made the subject of litigation
instituted prior to the expiration of three years after the Closing.
Section 16. 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 17. 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 18. Taking Prior to Closiny-. 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.
Section 19. Governinp- Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. 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 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 22. 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
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provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
Section 23. Business Days/Effective Date. 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. The date on
which the Title Company receipts a copy of the Contract is the"Effective Date."
Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which
will be deemed an original, but which together will constitute one instrument.
Section 25. Terminology. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context, any
gender includes any other gender, the singular includes the plural, and the plural includes the singular.
Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed
and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party is not to be employed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party or parties may be entitled.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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This Contract is EXECUTED as of the Effective Date.
SE ER•
By:
il_L-A-Vj--f— —Lo V _ l t �—
Name: o LA-
Title: -ie-wL'-CCwL-
PURCHASER:
CITY OF FORT WORTH,TEXAS
By: 751 , .
Name: Fernando Costa, Assistant City Manager
Attest: °"�°0
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SS1 :+� City Secretary �'o -� w
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Date: f -44
APPROVED AS TO LEGALITY AND FORM
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Assistant City Attor ey
LOFFICIALRECORDCFW Purchase from Monroe Street Prof Bldg, Ltd. RETARYPage 11 of 13 TH,TX
EXHIBIT "A"
Description of Property
Lot 1,Block 2, Hirschfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTWORT111
COUNCIL ACTION: Approved on 7/15/2014 - Ordinance Nos. 21314-07-2014 & 21315-07-2014
DATE: 7/15/2014 REFERENCE L-15702 LOG NAME: 17900MONROEPURCHASE
NO.:
CODE: L TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Acquisition of Property Located at 900 Monroe Street from Monroe Street
Professional Building, Ltd., in the Amount of$3,000,000.00, plus an Amount Not to Exceed
$70,000.00 for Closing Costs and Other Expenses Associated with Acquisition of the
Property, and $453,000.00 for Renovation and IT Infrastructure to Prepare the Building for
Occupancy and Adopt Appropriation Ordinances (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Special Assessments Fund in the amount of$1,099,715.24 from available funds;
2. Authorize a transfer in the amount of$1,695,683.95 from the Special Assessments Fund to the
Specially Funded Capital Projects Fund;
3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Specially Funded Capital Projects Fund in the amount of$2,833,250.55 from available funds;
4. Authorize the purchase of the property located at 900 Monroe Street(Gordon Swift Building) in the
amount of$3,000,000.00, plus an amount not to exceed $70,000.00 for closing costs and other expenses
associated with acquisition of the property, and renovations/IT infrastructure in the amount up to
$453,000.00;
5. Authorize the acceptance of all leases and authorize the City Manager or his designee to execute all
appropriate instruments to complete the acquisition and lease assignments.
DISCUSSION:
The property located at 900 Monroe Street, which is across Monroe Street from City Hall and is adjacent
to the City Hall Annex, was recently offered for sale. In order to centralize City operations to provide more
effective and efficient City services to both internal and external customers, City Staff recommends
purchasing the property for $3,000,000.00, plus an amount for closing costs and other expenses
associated with acquisition of the property. Currently, various City departments lease offices in the
building, as well as several existing leases with outside third parties.
Additionally, Staff recommends the appropriation of$453,000.00 to provide needed repairs, remodeling
and updates to the building and to install the necessary IT infrastructure for City use.
Purchasing this property would allow the City to move City operations in other leased property to 900
Monroe Street once those outside existing leases expire, creating additional efficiencies. More information
about the property is shown below:
7�or Renovation/IT
Legal Purchase Closing Costs and Other
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19974&councildate=7/15/2014 07/01/2015
M&C Review Page 2 of 2
Grantor Description Price Expenses Associated Infrastructure
with Property Acquisition
Monroe Lot 1, Block $453,000.00
Street
Professional Hirs hfield $3,000,000.00 Not To Exceed $70,000.00
Building, Addition
Ltd.
The property is located in COUNCIL DISTRICT 9, Mapsco 77A.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon the approval of the above
recommendations and adoption of the attached appropriation ordinances, funds will be available in the
Specially Funded Capital Projects Fund.
TO Fund/Account/C enters FROM Fund/Account/Centers
S94 488032 013940099050 $1.099,715.24 GS94 538070 013940099050 $1,376,935.03
S94 538070 013940099050 $1,099,715.24 GS94 538070 020940232120 $318,748.92
d
C291 472094 171070234441 $1,695,683.95 C 91 541250 171070234441 $3,070,000.00
41
C291 441012 174770080640 $120,553.96 C291 541200 201070234480 $270,000.00
C291 541250 171070234441 $1,695,683.95 C291 511080 201070234480 5 000.00
C291 541100 174770080640 $1,137,566.60 C291 522030 201070234480 $60,000.00
C291 488322 174770080640 $1,007,663.22 C291 522030 201070234480 $42.000.00
$9,349.42 41 $76,000.00
C291 441012 174770080674 C291 539120 201070234480
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Jay Chapa (5804)
Additional Information Contact: Cynthia Garcia (8187)
Bette Chapman (6125)
ATTACHMENTS
17900MONROEPURCHASE SAF AO.docx
17900MONROEPURCHASE SFCP AO.docx
900 Monroe Street.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19974&councildate=7/15/2014 07/01/2015