HomeMy WebLinkAboutContract 48157 j
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_fes'i C11YSECRETARYA-CEIVE
GCMIRACT NO.
SEP 15 2016
C1IYOFFORT WORTH CONTRACT OF SALE AND PURCHASE
ClT1'Sl_GRETARY
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 PIEDMONT HEMPHILL PARTNERS, L.P., a Texas limited partnership ("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 approximately 1.35 acres
known as Lot 1R, Block S, Bellevue Hill Addition, an addition to the City of Fort Worth,Tarrant County,
Texas as indicated in the deed filed'of record (D 206295499) in the Tarrant County Deed Records (also
known as 1616 Hemphill Street, Fort Worth, Texas) (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 of any kind or character
pertaining to the Land; and (vi)all licenses, interests, and rights appurtenant to the Land owned by Seller.
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 Permitted Encumbrances (as hereinafter
defined).
(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 owned by Seller in, on, or under the Land or that may be
produced from the Land; provided, however, Seller hereby waives and relinquishes access to any use of
the surface of the Property. Nothing herein, however, restricts or prohibits the pooling or
unitization of the mineral estate retained by Seller with land other than the Property; or the
exploration or production of the minerals by means of wells that are drilled or mines that open on
land other than the Properly but enter or bottom under the Property, provided that such
operations do not, in any material manner, interfere with the surface estate or the subsurface
support of any improvements constructed or to be constructed on the Property.
OFFICIAL RECORD
Piedmont Hemphill Partners,L.P.
CITY SECRETARY
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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
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) The purchase price("Purchase Price")for the Property, payable by Purchaser to Seller at
Closing (as hereinafter defined), is ONE MILLION, FOUR HUNDRED THOUSAND and 00/100
DOLLARS ($1,400,000.00).
Section 3. Title Commitment and Survey.
(a) Within 15 business days after the Effective Date, Purchaser shall obtain at Purchaser's
sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title
Company, 2900 S. Hulen, Suite 30, Fort Worth, Texas 76109, Telephone: 817-921-1215, Attention:
LaVonne Keith(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 (to the extent available to the Title
Company) of all documents referred to in the Title Commitment, including but not limited to, plats,
reservations, restrictions, and easements.
(b) Seller has provided Purchaser with a survey of the Property. Purchaser may obtain an
update to such survey or a new survey of the Property ("Survey") at Purchaser'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 Seller, 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 seal 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 15 business days after the Effective Date 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
Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If
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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 Contract 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 parties shall be released of further obligations under this Contract; 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 Encumbrances") 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
Contract 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 5 business days after the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review (i) 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 (collectively "Reports"); (ii) any and all information regarding
condemnation notice(s), proceedings and awards affecting the Property; and (iii) 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. Purchaser acknowledges and agrees that
Seller makes no representation or warranty concerning the accuracy, reliability, scope or
completeness of any of the studies, statements, information, analysis, conclusions or
recommendations made in the Reports. Such Reports are only provided to Purchaser at
Purchaser's request in order to assist Purchaser with Purchaser's own due diligence and Purchaser
agrees to solely rely on Purchaser's own due diligence.
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"). Notwithstanding the foregoing, Purchaser shall not perform
such boring, excavations or other testing associated with a Phase II Environmental Assessment
until Purchaser has received Seller's written approval of the scope of the Phase II Environmental
Assessment, which approval shall not be unreasonably withheld or delayed, but which may
contain such reasonable restrictions and requirements as Seller reasonably may specify. If
Purchaser conducts a Phase II Environmental Assessment, Purchaser shall give Seller prior
notice of the date(s) on which any activity will be conducted on the Property, Seller shall have
the right to be present when such activity is conducted, and Purchaser shall, upon Seller's
request, provide Seller with a copy of all test results and reports resulting from such Phase II
Environmental Assessment. 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
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any reason whatsoever, Purchaser shall release to Seller any and all independent studies or results of Tests
obtained during the Option Period (as defined below). To the extent permitted by the Constitution and
laws of the State of Texas,Purchaser will indemnify, defend, and save Seller, and its successors and
assigns, harmless from any liability on account of any damage to person or property arising out of
any actions by Purchaser, its employees and invitees as a result of Purchaser's use and occupancy of
the Property. Nothing contained herein shall ever be construed so as to require Purchaser to
create a sinking fund or to access, levy, assess, and collect any tax to fund its obligations under
this Section.
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until 90 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
before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, 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. Closing 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 30 days after the expiration of
the Option Period.
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 (including surface rights and rights of surface entry retained
by Seller (as "Grantor") in the Mineral Deed Recorded in the Deed
Records of Tarrant County, Texas in D209152623) subject only to the
Permitted Encumbrances, but containing a reservation of the mineral
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rights, with the precise form of the Deed to be determined pursuant to
Section 12 below;
(ii) 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;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract or as Purchaser or the escrow agent may
reasonably request; and
(iv) 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 in an amount equal
to the Purchase Price, adjusted for closing costs and prorations.
(3) Title Company shall issue to Purchaser, at Purchaser'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 and Purchaser shall each pay their respective attorneys' fees.
(5) Purchaser shall pay all recording fees and any other closing costs up to
$12,424.00 and Seller shall pay all recording fees and closing costs above this amount as
set forth by the Title Company.
(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 shall 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.
Piedmont Hemphill Partners,L.P.
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(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. 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 Contract 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 to 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
by or before any federal, state, county or municipal department, commission, board,
bureau, agency or other governmental entity and, to Seller's current actual knowledge,
no such action, suit, proceeding or claim is threatened or asserted;
(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 to which Seller is a party 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 leases;
(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. To Seller's current actual knowledge, 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 Seller's current actual knowledge, 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 Seller's present use and
operation of the Property; and
(h) No Hazardous Materials. To Seller's current actual knowledge, subject to the Reports
(i) all required federal, state and local permits concerning or related to environmental
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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 the
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 Contract and in closing the purchase and sale of the Property pursuant to this Contract,
and Seller, during the term of this Contract, 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 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 Contract, 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 for a period of
six(6)months.
EXCEPT AS SET FORTH IN THIS CONTRACT, IT IS UNDERSTOOD AND AGREED
THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES
OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED,
WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN
SELLER'S WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED TO
BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCE, AVAILABILITY OF
ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS,
VALUATIONS, GOVERNMENTAL APPROVALS OR REGULATIONS, MANNER OR
QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO OR THE
STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, PHYSICAL OR
ENVIRONMENTAL CONDITIONS, THE VALUE, CONDITION, MERCHANTABILITY,
PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE
OF THE PROPERTY. EXCEPT AS SET FORTH HEREIN, PURCHASER HAS NOT
RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,
ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER.
PURCHASER REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL
ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF
PURCHASER'S CONSULTANTS IN PURCHASING THE PROPERTY. PURCHASER WILL
CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS
PURCHASER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE
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PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY
UPON SAME. UPON CLOSING PURCHASER SHALL ASSUME THE RISK THAT
ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INSPECTIONS AND INVESTIGATIONS. EXCEPT AS SET FORTH
HEREIN, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING
SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL
ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS. PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL
AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR
AFFECTING THE PROPERTY BY SELLER, ANY AGENT OF SELLER OR ANY THIRD
PARTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY
SURVIVE THE CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
DOCUMENTS AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY
DEED. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO
THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH
OR REFERRED TO HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT THE PROVISIONS OF THIS SECTION 9 WERE A MATERIAL FACTOR IN THE
DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTY.
Purchaser's Authority. This Contract has been duly authorized by requisite action and is enforceable
against Purchaser in accordance with its terms.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller agrees that, if Seller discovers that the information
contained in any of the materials delivered to Purchaser by Seller hereunder is inaccurate or
misleading in any material respect, then Seller shall promptly notify Purchaser of such
changes.
(b) Prohibited Activities. During the term of this Contract, 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 any 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 Contract, Seller will
cooperate with Purchaser in such manner and at such times as Purchaser may reasonably
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;
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provided, however, than no such subdivision, zoning or rezoning shall be binding on the
Property prior to Closing. 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 and Purchaser each represent and warrant to the other that it has not
engaged the services of any agent, broker, or other similar party in connection with this transaction other
than Hardesty Realty, whose commission shall be paid by Seller pursuant to a separate written agreement.
Section 12. Closing Documents. No later than three (3) business 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
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: Deanna Cody City of Fort Worth
1000 Throckmorton
Telephone: 817-392-8379 Fort Worth,Texas 76102
Telephone: (817)392-7600
(c) The address of Seller under this Contract is:
Piedmont Hemphill Partners, L.P. With a copy to:
c/o Piedmont Capital Corp Condon Thornton Sladek PLLC
Attn: Bill Park Attn: Steve Thornton
3400 Carlisle, Suite 445 8080 Park Lane, Suite 700
Dallas, TX 75204 Dallas, Texas 75231
(d) From time to time either party may designate another address under this Contract by
giving the other party advance written notice of the change.
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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.
(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:
(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;
(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; or
(iii) enforce specific performance of Seller's obligations under this Contract.
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
Contract (i) will expire one (1) year 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 one (1)year 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 Closing. 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,
Piedmont Hemphill Partners,L.P.
Page 10 of 14
261459510 05000.132.05
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 and all condemnation awards shall belong to Seller.
Section 19. Governing 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
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. Electronic signatures
(email—pdf or facsimile)shall be deemed originals for all purposes.
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]
Piedmont Hemphill Partners,L.P.
Page I1 of 14
261459510 05000.132.05
This Contract is EXECUTED as of the Effective Date.
SELLER:
PIEDMONT HEMPHILL PARTNERS,L.P.,
a Texas limited partnership
By: Piedmont Partners, L.P.,
a Texas limited partnership,
general partner
By: Piedmont Capital Corporation,
a Texas corporation,
general partner
By: — it
Robe L. Mencke,
Vice President
PURCHASER:
CITY OF FORT WORTH,TEXAS
By:�
Jesus J. Chapa,Assistant City Manager
Attest:
0
® C Q V 4
Ci y Secr
° O
Ot� �eGf7A i`
M&C
Date:
APPROVED AS TO LEGALITY AND FORM
G�
Assistant 1ty
Fc� OFFICIAL RECORD
Piedmont Hemphill Partners,L.P. CITY SECRETARY
Page 12 of 14 fro NORTH,TX
261459510 05000.132.05
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY:
By:
Name:
Title:
Date:
Piedmont Hemphill Partners,L.P.
Page 13 of 14
261459510 05000.132.05
EXHIBIT "A"
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261459510 05000.132.05
M&C Review Page 1 of 2
official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT�RRTTH
COUNCIL ACTION: Approved on 8/30/2016
DATE: 8/30/2016 REFERENCE NO.: L-15946 LOG NAME: 211616 HEMPHILL
PURCHASE
CODE: L TYPE: NON- PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize Acquisition of Approximately 1.35 Acres of Land Located at 1616 Hemphill Street
from Piedmont Hemphill Partners, LP, for the Expansion of the Fire Station Park in the
Amount of$1,400,000.00 Plus $12,424.00 for Estimated Closing Costs (COUNCIL
DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acquisition of approximately 1.35 acres of land located at 1616 Hemphill Street from
Piedmont Hemphill Partners, LP, in the amount of$1,400,000.00 plus $12,424.00 for estimated
closing costs, for the expansion of Fire Station Park;
2. Authorize the execution and recording of the appropriate instruments; and
3. Accept and dedicate the property as parkland upon conveyance to be added to Fire Station Park.
DISCUSSION:
Although Fire Station Park is classified as a community-based park, its current size 1.70 acres limits
the level of programming opportunities that are available. As a result of strong neighborhood support
for the purchase of additional park land, viewed as a catalyst for revitalizing the Hemphill corridor,
Staff recommends acquiring the approximate 1.35 acres of land located at 1616 Hemphill Street from
Piedmont Hemphill Partners, LP, for the expansion of Fire Station Park. Acquisition and inclusion of
the adjacent property will increase programming options available to help meet an underserved need
in this sector of the City.
The Southside TIF 4 has agreed to fund the acquisition. The City will allocate up to $200,000.00 from
the Park Dedication Fees Funds (M&C G-18721) to cover any additional costs associated with the
land acquisition process, preparation of a Fire Station Park Master Plan and Phase I development of
the site. The City will also assume the maintenance and operation of the property including any and
all improvements thereon. An independent appraisal was conducted and the property owner has
agreed to the purchase price. The real estate taxes will be pro-rated with the sellers being
responsible for taxes due up to the closing date. The mineral estate will not be acquired. The deed
will contain a surface waiver for the exploration of the mineral estate.
The property will remain undeveloped park open space until improvements are constructed. The
annual cost to maintain this undeveloped parkland is estimated to be $800.00. When this portion of
the park is developed, additional funding will be requested for maintenance operations of the added
facilities and the resultant increase in use.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22436&councildate=8/30/2016 9/16/2016
M&C Review Page 2 of 2
ADDRESS LEGAL ACQUISITION PARCEL SIZE PURCHASE
DESCRIPTION TYPE PRICE
Block S, Lot 1 R,
1616 Hemphill Bellevue Hill Warranty Deed 1.35 Acres $1,400,000.00
Addition
ESTIMATED $12,424.00
CLOSING COSTS
TOTAL $1,412,424.00
This property is located in COUNCIL DISTRICT 9, Mapsco 364 A3.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as
appropriated.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
30110 0800450 5710010 CO2638 C04141 $12,424.00
10100 0807031 5430406 $800.00
28604 170413 5330201 $1,412,390.00
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Steve Cooke (5134)
Additional Information Contact: Deanna Cody (8379)
ATTACHMENTS
1616 Hemphill Form 1295 Certificate 2016-88845.pdf
1616 HEMPHILL MANDC MAP.pdf
1616 Hemphill Street and Fire Station Park Aerial.pdf
1616 Hemphill Survey.pdf
Budget Overview TIF4 8 3.JPG
Budget Summary TIF 4.JPG
http://apps.cfwnet.org/council_packet/mc review.asp?ID=22436&councildate=8/30/2016 9/16/2016
CERTIFICATE OF INTERESTED PARTIES [,;- 1500
FORM 1295
l of l
Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-88845
Piedmont Hemphill Partners, L.P.
Dallas,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 07/21/2016
being filed.
City of Fort Worth Date Acknowledge d:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
21-1616H
This supersedes certificate 2016-87246.Sale of Land.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
Mencke, Robert L. Dallas,TX United States X
Hardin,Allen S. Dallas,TX United States X
5 Check only if there is NO Interested Party. ❑
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
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Sworn to and subscribed before me,by the said �-U�L�Z T < �WC(L� ,this the�_day of
20 ,to certify which,witness my hand and seal of office.
7//-Signature of off i er administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277