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Ord 34-2011 7/5/2011ORDINANCE NO. 34 -2011 Ordinance Appropriating $1,330,000 From General Fund Reserves For The Cost Of Acquiring Lot 1, Block 1, Thompkins Addition From Strategic Services, Inc., Ratifying The Purchase Contract With Said Corporation, Providing For Execution Of Related Documents, Providing For Severability, Declaring An Emergency, And Declaring An Effective Date WHEREAS, due to traffic backups on Lawrence Road and Call Field Road, the City of Wichita Falls (City) has identified a critical need for intersection improvements at the intersections of Call Field Road, Lawrence Road, and Rhea Road; WHEREAS, these intersection improvements require the acquisition of Lot 1, Block 1, Thompkins Addition from Strategic Services, Inc.; and, WHEREAS, Strategic Services, Inc. has agreed to sell the aforementioned property to the City, subject to the City's appropriation of funds for said purchase and effective affirmation of the contract within 30 days after its execution on June 13, 2011. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: 1. The amount,of $1,330,000 is hereby appropriated from General Fund Reserves in the City's 2010 -11 Budget for the aforementioned acquisition and services related thereto. 2. The City Manager's execution of the attached Commercial Contract — Improved Property, with Strategic Services, Inc. for the acquisition of Lot 1, Block 1, Thompkins Addition, Wichita Falls, Texas, is ratified and affirmed in the amount of $1,300,000, plus closing costs as provided therein. The City Manager is further authorized to execute such other documents as necessary to acquire the aforementioned property and obtain reimbursement from third parties for all or part of the aforementioned expenditures. 3. If any section, paragraph, clause, or provision of this ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this ordinance. 4. It is hereby found and determined that the subject matter of this ordinance affects the public health, safety, and general welfare of the citizens of Wichita Falls and 4. It is hereby found and determined that the subject matter'-of this ordinance affects the public health, safety, and general welfare, of the citizens of Wichita Falls and that immediate effectiveness of this ordinance is necessary to meet the time contingencies in the contract and secure the aforementioned property to make necessary improvements to the aforementioned intersections; therefore; this ordinance is declared to be an emergency measure and shall become effective immediately upon its passage. PASSED AND APPROVED this day on July 5, 2011. ATTEST: COMMERCIAL CONTRACT -- IMPROVED PROPERTY 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales Prise stated in Paragraph 3. The parties to this contract are: Seller: Strategic Services, Inc. Address: 3800 Call Field Road, Wichita Falls, Texas 76308 Phone: 940= 322 -8400 Fax: 940- 696 -9771 `E -mail: icaussey (ssivyf com Buyer: City of Wichita Falls Address: 1300 7th Street, Wichita Falls, Texas 76301 Phone: 940 - 761 -8816 Fax; 940 -761 -6872 E -mail: mat hcilT pa .@wJchitafalJstx.gov 2. PROPERTY: A. "Property" means the real property situated in Wichita County, Texas at 3800 Call Field Road, Wichita Falls, Texas 76308 and that is legally described as Lot 1 Blk 1 Thompkins Add Abst 619 B. Seller will sell and convey the Property together with: (1) All buildings and improvements: (2) All rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title and interest in any minerals, utilities, adjacent streets, alleys, strips, gores and rights -of -way: (3) No Seller's tangible personal property located on the Property that is used in connection with Property's operations including: phone system, filing cabinets, furniture and window treatments will be transferred. 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the .Property: $1,300,000.00. 4. FINANCING: Buyer will obtain from a third party monetary appropriations in the total amount of $1,300,000.00 (See Special Provisions for Contingency). 5. TITLE POLICY, SURVEY: A. Title Policy: (1) Buyer at Buyer's expense is responsible for the Owner's Policy of Title Insurance (the title policy) in the amount of the sales price, dated at or after closing, insuring the :Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract; and (b) the standard printed exceptions contained in the promulgated. form of title policy unless this contact provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any COMMERCIAL CONTRACT — IMPROVED PROPERTY 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from. Seller for the sales Price stated in Paragraph 3. The parties to this contract are: Seller: Strategic Services, Inc. Address: 3800 Call Field Road, Wichita Falls, Texas 76308 Phone: 940-322-8400 Fax: 940-696-9771 E-mail: j sse .CwssLlwf.gorn Buyer: City of Wichita Falls Address: 1300 71h Street, Wichita Falls, Texas 76301 Phone: 940-761-8816 Fax; 940-761-6872 E-mail: Wat.h2_(finan.�wichitafallstx.t-yov 2. PROPERTY: A. "Property" means the real property situated in Wichita County, Texas at 3800 Call. Field Road, Wichita Falls, Texas 76308 and that is legally described as Lot 1 Blk I Thompkins Add Abst 619 B. Seller Will sell and convey the Property together with: (1) All buildings and improvements: (2) All rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title and interest in any minerals, utilities, adjacent streets, alleys, strips, gores and rights-of-way: - (3) No Seller's tangible personal property located on the Property that is used in connection with Property's operations including: phone system, filing cabinets, furniture and window treatments gill be transferred. 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: $1,300.,000.00. 4. FINANCING: Buyer will obtain from a third party monetary appropriations in the total amount of $1,300,000.00 (See Special Provisions for Contingency). 5. TITLE POLICY, SURVEY: A. Title Policy. (1) Buyer at Buyer's expense is responsible for the Owner's Policy of Title Insurance (the title policy) in the amount of the sales price, dated at or after closing, insuring the Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract; and (b) the standard printed exceptions contained in the promulgated forni of title policy unless this contact provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or. shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping iniprovernents will not be amended or deleted from the title policy. (3) Seller will deliver to Buyer a copy of Seller's most recent survey of the Property. 6. PROPERTY CONDITION: I A. Present Condition: Buyers accepts the Property in its present condition. B. Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action., and expense resulting from Buyer's inspections, studies, or assessments, including any property damage or personal injury. This paragraph survives termination of this contact. 7. CLOSING. A. The date of the closing of the sales (closing date) will be on or before July 31, 2011. B. At closing, Seller will execute and. deliver to Buyer, at Seller's expense a warranty deed. The deed must convey good and indefeasible title to the Property. 8. SPECIAL PROVISIONS: A. Seller will deliver possession of the property to Buyer within 90 days of closing and funding in its present condition, ordinary wear and tear excepted. In addition, Seller to list the City of Wichita Falls as a certificate holder on Seller's General Liability policy of $2,000,000 being endorsed for a 30 day notice of cancellation in favor of the certificate holder, as long as, Seller occupies property after closing. B. The contract is contingent upon Buyer obtaining monetary appropriations in the amount of $1,300,000.00. C. Buyer will apply for monetary appropriations promptly after the effective date. If Buyer cannot obtain monetary appropriations, Buyer may give Seller written notice within 30 days after the effective date of this contract and the contract will terminate. If Buyer does not give such notice within the time required, this contract will no longer be subject to this contingency. D. Seller has no tenants for any part of the property and will execute an affidavit to that effect at the time of closing. E. Seller shall not be entitled to any relocation payments in addition to purchase price. 9. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens: (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; 2 Seller is unable to do so Buyers may: A. terminate this contract or B. extend the time for performance Lip to 15 days and closing will be extended as necessary; or C. accept at closing.: (1) the Property in its damaged condition; (2) an assignment of any insurance e proceeds Seller is entitled to; or (3) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. 13. ATTORNEY'S FEES: if Buyer or Seller is a prevailing party in any legal proceeding brouglit under or with relation to this contract of this transaction, such party is entitled to recover from. the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 1.3 survives termination of this contract. 14. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return recei.pt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated. in Paragraph 1. A. Seller also consents to receive any notices by e-mail at Seller's e -mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 15. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will. equally share the cost of a mutually acceptable mediator. This paragraph survives termination of this contact. This paragraph does not preclude a party from. seeking equitable relief from a cotu-t of competent jurisdiction. 16. AGRFEMTENT OF PARTIES., A. This contract is binding on the parties, their heirs, executors, representative, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of TexasJf any term or condition of this contract. shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (I.) Commercial Property Condition Statement. 4 Seller is unable to do so Buyers may: A. terminate this contract or B. extend the tirrie for performance up to 15 days and closing will be extended as necessary; or C. accept at closing: (1) the Property in its diu-naged condition an assignment of any insurance proceeds Seller is entitled to; or (3) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. 13. ATTORNE'Y'S FEES: If Buyer or Seller is a prevailing party in any legal proceeding brought under or with relation to this contract of this transaction, such party is entitled to recover frorn the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 1.3 survives termination of this contract. 14. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered., mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated. in Paragraph I A. Seller also consents to receive any notices by-e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by'e-mail at Buyer's e-mail address stated in Paragraph 1. 15. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the cost of a mutually acceptable mediator. This paragraph survives termination of this contact, This paragraph does not preclude a party from. seeking equitable relief from a court of competent jurisdiction. 1.6. AGREENITENT OF PARTIES- A, This contract is binding on the parties, their heirs, executors, representative, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are pail of this contract are: orninercial Property Condition Statement. 4 (2) Addendum or Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TAR 1940) E. Buyer may not assign this contract. 17. TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contracts falls on a Saturday, Sunday or legal. holiday, the time for performance is extended until the end of the next day which is not a Saturday or Sunday, or legal holiday. 18. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date all parties execute this contract. 19. CONTRACT AS OFFER: The execution of this contact by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on or before June 10, 2011 the offer will lapse and become null and void.. SELLER: STRATEGIC SERVICES, INC.BUYER: BY: JOHN CAUSSEY BY: S IGNATURE SIGNATURE Title:— President Title: 5 40P TEXAS ASSOCIATION OF R.EAIJORSO COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORb13Y PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALToRso is NOT AUTHORIZED.. Crreaae AaeOClttien Of REALTORM tnc. 2010. CONCERNING THE PROPERTY AT: 3800 Call Field Road THIS IS A DISCLOSURE OF THE UNDERSIGNED'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN, IT IS NOT A WARRANTY OF ANY KIND BY SELLER, SELLER'S AGENTS; LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART i Complete if Property is Improved or Unimproved Are you (Seller or Landlord) aware of: (1) any of the following environmental conditions on or affecting the Property: Not Aware Aware M i 99 ip PC ■i 9 iO ro i� is Paget of Untitled (a), radon gas? ................... ........................... D (b) asbestos components: (i) friable components? .................. . ................. .... ...... ...❑ (ii) non- friable components?. ................ ... ..... .............� (c) urea - formaldehyde insulation? ....... ...... • ......... • ... • • ❑ (d) endangered species of their habitat? ......... ............................... ❑ (e) wetlands? ............................. ............................... O (f) underground storage tanks? . ............... ..................... .. ....... ❑ (g) leaks in any storage tanks (underground or above - ground)? ...................... 0 (h) lead -based paint? ..... ....... ....................... :...... . 1 .......''0 (i) hazardous materials or toxic waste? ....... • - • . • ............ • ...... • • • • • • .❑ 0) open or closed landfills on or under the surface of the Property? ................... 0 (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous ❑ materials, refiners, utility transmission lines, mills, feed lots, and the like? ........ .. (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals ?. .. O (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions 0 listed in Paragraph 1(a) -(I)? .............. . • . • .. • • • • .. • • • . • • • • • • (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ......... • • • • • ❑ (4) any improper drainage onto or away from the Property? ............................. 0 (5) any fault line or near the Property that materially and adversely affects the Property? ...... ❑ (6) outstanding mineral rights, exceptions, or reservations of the Property held by others? ..... O (7) air space restrictions or easements on or affecting the Property? ..... ..... Col (8) unrecorded or unplatted agreements for easements, utilities, or access on or . a (TAR - 1408)1 to the Property? .......... .... ...... ... ................ -26 -10 initialed by Seller or Landlord: (, Zz�; nd Buyer or Tenant: Svategic Phone. Realtors 3800 Call Field Road Wichita Ealls,'rX 76309 W. 322 -8400 Fax: 940 -0% -9771 John caussey Produced with ZiPFom* by ziriLogix 13670 Fifteen tdile.Road, Fraser; Michigan 4802.3 www.ziploa;x,; M M i 99 ip PC ■i 9 iO ro i� is Paget of Untitled Commercial Property Condition Statement concerning 3800 Call Field oad Not w a Aware (9) special districts in which the Property lies (for example, historical districts, development ❑ districts, extraterritorial judsdictions, or others)?, .................... • . k ❑ (10) pending changes in zoning, restrictions, or in physical use of the Property? .. - • • • • , • • • (11) your receipt of any notice concerning any likely condemnation, planned streets, that would materially and adversely affect the highways, railroads, or developments ❑ Property (including access or visibility)? ....... • .... • . • • • • ❑: (12) lawsuits affecting title to or use or enjoyment of the Property? ......................... P (13) your receipt of any written notices of violations of zoning, deed restrictions; or from EPA, OSHA, TCEQ, or other government agencies ?......... ❑" government regulations (14) common areas or facilities affiliated with the Property co -owned with others? ............. ❑ (15) an owners' or tenants' association or maintenance fee or assessment affecting the ❑ El Property? ... .........................•..... If aware, name of association: Name of manager: Amount of fee or assessment: $ per through the date of this notice? ❑ yes ❑ no ❑ unknown Are flees current (16) subsurface structures, hydraulic lifts; or pits on the Property? ......................... ❑ (17) intermittent or weather springs that affect the Property? ........ • • • • • • • ❑ ❑ (18) any material defect in any irrigation system, fences, or signs on the Property? .. • . • • • • • • • (19) conditions on or affecting the Property that materially affect the health or safety of ❑ an ordinary individual? ....................... ............................... If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) PART 2 Complete only if Erop erty is Imaroved A. Are you (Seller or Landlord) aware of any material defects in any of the following on the Property? at Not Aware Awa ARIL (1) Structural Items: re (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading) ?......... ❑ ❑ (b) exterior walls? ........................... ❑ ❑ (c) fireplaces and chimneys? ......... ' ......... • ........ • • • • .. ' . ' ' ' ' ' ' ❑ n (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations. ventilation, gutters and downspouts, decking)? ....... ❑ (e) windows, doors, plate glass, or canopies ................. . ..... • .. t ❑ ❑ J ` Page 2 of 4 (TAR -1408) t -26-10 Initialed by Seller or Landlord! and Buyer or Tenant:.______ Produced with ZiPFomta by zipLoyix 18070 Fdteen Miie Road. Fraser, Michigan 48026 a'ww.bi41d191&-= Untitled Commercial Property Condition Statement concerning 3800 Call Field Road Not Not Aware re Aunt. (2) Plumbing System s: D D (a) water heaters or water softeners? .. - • .......... • • • • • .... ....... n ❑ Cl ...................... (b) supply or drain lines? ........... - - - Cl Ell' (c) faucets, fixtures, or commodes? ................. • . • • . . • ❑ D y ............... (d) private sewage systems? ................ • • • • • (e) pools or spas and equipments? ............... • .. • • • • • • • • • • D ,< D (fl sprinkler systems? ................ ............................... .. D D (g) water coolers? ............... ............................... D D (h) private water wells? ............... ............................... D (i) pumps or sump pumps? .............. • ........ ❑ Cl (3) HVAC Systems: any cooling, heating, or ventilation systems? ........... . (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, switches, light fixtures, or junction boxes?. ............ El ❑ ❑ grounds, power, polarity, (5) Other S stems or Items " ❑ (a) security or fire detection systems? .... ............................... (b) porches or decks? ................. ........................... ❑ "D ❑ (c) gas lines? ....................... ............................... (d) garage doors and door operators? .......... . (e) loading doors or docks? ................. ....• " - D D (f) rails or overhead cranes? ... - - - • - • • • • • • • ........ " (g) elevators or escalators? .. • , - - - • ....... • • .. • • .... " " ' " . ' D ❑ (h) parking areas, drives, steps, walkways? ........ ........... D t appliances or built -in kitchen equipment? ............................. 4�) li material defects in any of the items listed under Paragraph A, explain. (Attach if you are aware of ad +t+ortal information if needed.) 3 Not B. Are you (Seller or Landlord) aware of: A_ ware Awar (1) any of the following water or drainage conditions materially and adversely affecting the Property: ❑ (a) ground water? ............ ............................... ...... ❑ (b) water penetration? .............. ............................... ❑ (c) previous flooding or water drainage ? ............... ❑ ❑ (d) soil erosion or water ponding? .. - • ...... • • • • ` • . ` ' ' ............ and Buyer!or Tenant: I Page 3 of 4 JAR-11408)1-26 -10 Initialed by Seller or t.andiord: ` Untitled Produced with ZipFonn* try zipLogix 18070 Fifteen Mile Road, Fraser, Michigan 48026 +in(r xn Commercial Property Condition Statement concerning 3806 Call Field Ftuad The undersigned acknowledges receipt of the foregoing statement. Sellei-XILandigr —4`�uyer or Tenant: I By i By. 77--- By (signature): By (signature) Printed Name: Printed Name. Title: Date: Title: Date: By: By (signature): Printed Name. Title: By: By (signature): Printed Name: Date: Title: Date: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR -1408} 1 -26 -10 Page 4 of 4 Produced with ZipForrroS by zipi-ogiy 18070 Fifteen Mile Roac, Fraser, Michigan 48026 jVMU-.ZiD Untitled Aware Not Aware (2) previous structural repair to the foundation systems on the Property? .................. ❑ (3) settling or soil movement materially and adversely affecting the Property? ...... ❑ (4) pest infestation from rodents. insects, or other organisms on the Property?. ......... ❑ (5) termite or wood rot damage on the Property needing repair? .............. ........ ❑ (6) mold to the extent that it materially and adversely affects the Property? ......... (7) mold remediation certificate issued for the Property in the previous 5 years?. .......... C] if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ...... .......... ....... ❑ (9) previous fires that materially affected the Property? ........................... Cl (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ... ........... ........ LB ❑ --a ❑, (11) any part, system, or component in or on the Property not in compliance with the Americans with Disabilities Act or the Texas Architectural Barrier Statute? .... if you are aware of any conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. Sellei-XILandigr —4`�uyer or Tenant: I By i By. 77--- By (signature): By (signature) Printed Name: Printed Name. Title: Date: Title: Date: By: By (signature): Printed Name. Title: By: By (signature): Printed Name: Date: Title: Date: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR -1408} 1 -26 -10 Page 4 of 4 Produced with ZipForrroS by zipi-ogiy 18070 Fifteen Mile Roac, Fraser, Michigan 48026 jVMU-.ZiD Untitled