HomeMy WebLinkAboutContract 49056 CITY SECRETARY
CONTRACT NO.
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT ("Agreement") is entered into as of the
Effective Date (defined below) by and between the City of Fort Worth, Texas, a home-rule
municipal corporation ("Fort Worth"), and Tarrant County, a political subdivision of the State
of Texas ("Tarrant").
In consideration of the mutual covenants set forth in this Agreement and for other valuable
consideration, which the parties acknowledge receiving, Fort Worth and Tarrant agree as follows:
Section 1. Sale and Purchase.
(a) Property. Subject to the terms and conditions set forth in this Agreement, Fort Worth
agrees to sell and convey to Tarrant, and Tarrant agrees to purchase and accept from Fort Worth,
for the Purchase Price (defined below), all Improvements and land located at 350 West Belknap,
Fort Worth, Texas, as more particularly described in the attached Exhibit "A" (the "Property"),
together with all easements, rights-of-way, licenses, interests, rights, and appurtenances
appertaining to the Property, including any right, title, and interest in and to any real property
improvements and fixtures situated on and attached to the Property; said Property to be free and
clear of all liens, claims, easements, rights-of-way, reservations, restrictions, encroachments,
tenancies and any other type of encumbrance (collectively, the "Encumbrances"), except
Encumbrances specifically provided for in this Agreement or appearing in the Title Commitment
(defined below)or the Survey(defined below)that either are not objected to,or, if objected to, are
not cured and that are subsequently waived in accordance with Section 3 below (collectively,
"Permitted Encumbrances"). Fort Worth shall grant Tarrant all reasonable cooperation to abandon
or vacate any streets or alleys on the Property subsequent to Closing, subject to City Council's
approval.
(b) Mineral Reservation. No reservation of minerals to Fort Worth. Tarrant receives
all mineral rights.
Section 2. Purchase Price.
(a) The total purchase price for the Property is THIRTEEN MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($13,500,000.00); ("Purchase Price").
(b) The Purchase Price shall be paid in cash at the Closing(defined below).
Section 3. Title Commitment and Survey.
(a) As soon as practicable, but no later than five(5)days after the Effective Date, Fort
Worth shall deliver or cause to be delivered to Tarrant, the cost of which to be shared equally
between the Tarrant and Fort Worth,the following:
(1) An Owner's Commitment for Title Insurance ("Title Commitment")
covering the Property from Republic Title ("Title Company"). The Title Commitment:
(1) shall be a T-1 Owner Policy of Title Insurance in the form promui-ated by the Texas
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CITY EURKTARY
Department of Insurance TLTA Extended Coverage Owner's Policy;(2)shall have general
and/or pre-printed exceptions which may lawfully be removed, deleted via extended
coverage and,if permitted by law, shall have standard exceptions either deleted or covered
by an endorsement; (3) shall have a liability in the amount of the total Purchase Price of
the Property; (4) shall specifically insure the boundary lines of the Property (and/or the
survey's metes and bounds legal description of the Property) and any easements
appurtenant thereto, (5) will set forth the status of title to the Property, and (6) will show
all Permitted Encumbrances of record, if any,relating to the Property.
(2) To the extent available from the public records, legible copies of all
recorded documents referred to in the Title Commitment,including but not limited to plats,
reservations,restrictions, and easements.
(b) Within five (5) business days after the Effective Date, Fort Worth shall deliver to
Tarrant copies of(1)the existing surveys of the Property, if any(the "Existing Surveys"), (2) any
existing Phase I or Phase 11 environmental reports of the Property, and (3) any floor plans, site
plans, engineering plans, soil reports, lease agreements (including mineral leases), or other
agreements affecting the Property within Fort Worth's possession, (collectively, such reports and
other information furnished by Fort Worth to Tarrant in connection with this transaction being
referred to herein as the"Fort Worth's Information"). If this Agreement terminates for any reason,
Tarrant shall return the Fort Worth's Information to Fort Worth.
(c) Within fifteen (15) days of the Effective Date of this Agreement, Tarrant shall
obtain a current survey of the Property prepared by a mutually agreed-upon licensed surveyor or
registered engineer. The survey shall include:
(1) The location of all improvements, highways, streets, roads, railroads,
rivers, creeks, or other water courses, fences, easements, and rights-of-way
on or adjacent to the Property, if any;
(2) The surveyor's certification that there are no encroachments on the
Property;
(3) The number of total square feet comprising the Property; and
(4) A metes and bounds description of the Property.
The legal description from the Survey will be used in all closing documents requiring a
description of the Property.
(d) Tarrant must give Fort Worth written notice of any objections("Objections")to the
Title Commitment or the Survey within ten(10) business days after receiving the last of the Title
Commitment, copies of all instruments referenced in the Title Commitment, Fort Worth's
Information and the Survey (the "Objection Period"). Any item shown on the Title Commitment
and/or the Survey to which Tarrant does not timely object in writing prior to the expiration of the
Objection Period shall be deemed a Permitted Encumbrance. If Tarrant gives written notice of
Objections to Fort Worth during the Objection Period, then Fort Worth, without obligation to
spend any money or to bring suit to cure the Objections, may cure the Objections and/or commit
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in writing to cure one or more of the Objections by providing written notice of such election to
Tarrant on or before the date that is five (5) days prior to the expiration of the Feasibility Period
(defined below)(the"Cure Period"). Notwithstanding the foregoing,Tarrant shall not be required
to object to any matter appearing on Schedule C of the Title Commitment and such shall not be a
Permitted Encumbrance, unless expressly agreed in writing by Tarrant.
(e) If Tarrant timely gives written notice of Objections prior to the expiration of the
Objection Period, and Fort Worth does not either cure the Objections or commit in writing to cure
the Objections by providing written notice of such commitment to Tarrant prior to the expiration
of the Cure Period, then Fort Worth will be deemed to have elected not to cure such Objections,
and Tarrant, as its sole and exclusive remedy, shall be entitled either:
(1) To terminate this Agreement by delivering written notice to Fort Worth and
the Title Company at any time prior to the expiration of the Feasibility Period (defined
below). Upon such termination, neither party will have any further rights or obligations
under this Agreement(except those that expressly survive termination); or
(2) To waive the Objections that remain uncured as of the expiration of the
Feasibility Period(defined below)and consummate the purchase of the Property subject to
the uncured Objections, which will be deemed to be Permitted Encumbrances. In such
event, none of Tarrant's obligations under this Agreement will change, nor will the
Purchase Price be reduced because of the uncured Objections.
If Tarrant does not send a written notice of termination prior to the expiration of the Feasibility
Period (defined below), then Tarrant will be deemed to have waived all Objections that remain
uncured as of the expiration of the Feasibility Period, which will be deemed Permitted
Encumbrances, and Tarrant will be deemed to have waived its right to terminate this Agreement
pursuant to this Section 3.
Section 4. Feasibility Period.
(a) As used in this Agreement,"Feasibility Period"means the period beginning on the
Effective Date and expiring at 5:00 p.m., Fort Worth, Texas time, on the date that is 60 days days
after the Effective Date.
(b) Tarrant may terminate its obligation to purchase the Property at any time prior to
the expiration of the Feasibility Period if Tarrant,in its sole discretion,concludes that the Property
is not suitable for any reason or for no reason. Tarrant must exercise its termination rights under
this Section 4(b) by delivering a written termination notice ("Termination Notice") to Fort Worth
at any time prior to the expiration of the Feasibility Period. Upon Fort Worth's receipt of a
Termination Notice during the Feasibility Period, neither Fort Worth nor Tarrant shall thereafter
have any further rights or obligations under this Agreement, except those that expressly survive
termination. If Tarrant does not send a Termination Notice during the Feasibility Period, then
upon the expiration of the Feasibility Period, it will be deemed to have accepted the Property and
to have elected to proceed with purchasing the Property.
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(c) During the Feasibility Period, Fort Worth will permit Tarrant and its contractors
and agents to enter upon the Property to inspect and test the Property (including environmental
tests) as Tarrant deems necessary or desirable; conduct an inventory of all personal property and
fixtures included with the Property; and make such other inspections of the Property and matters
related thereto as the Tarrant may determine are reasonably necessary, provided that such tests,
inventory or inspections (1) are performed with not less than 24 hours prior notice to Tarrant, and
(2) do not unreasonably interfere with Fort Worth's use of the Property, as determined in Fort
Worth's sole discretion. Tarrant shall use its best efforts to minimize damage to the Property and,
if Closing does not occur, must promptly repair any damages to the Property resulting from
Tarrant's or its agents' inspections, tests and entry onto the Property and restore the Property to
substantially the same condition that existed prior to entry by Tarrant and/or its agents. Fort Worth
agrees to reasonably cooperate with the Tarrant's inspection(s) of the Property. Tarrant's
obligations under this Section 4(c) survive the Closing or earlier termination of this Agreement.
Section 5. Closing.
(a) The closing ("Closing") of the sale of the Property by Fort Worth to Tarrant shall
be held at the offices of Republic Title, 550 Bailey Avenue, Suite 100, Fort Worth, Texas 76107
on 1- 01 Wt-1 ("Closing Date"); unless an earlier date is agreed to in writing by Fort
Worth and Tarrant;provided, however, in the event that the parties agree that the Closing shall be
held on a date that is prior to the expiration of the Feasibility Period, the Feasibility Period shall
automatically expire on such earlier Closing Date.
(b) At the Closing, all of the following must occur, all of which are concurrent
conditions:
(1) Fort Worth shall deliver or cause to be delivered to Tarrant the following:
(i) A Special Warranty Deed substantially in the form of Exhibit "B"
attached hereto (the "Deed"), executed and acknowledged by Fort Worth,
conveying to Tarrant good and indefeasible title in fee simple to the
Property, free and clear of any and all liens, encumbrances, conditions,
easements, assessments, and restrictions, except for the Permitted
Encumbrances applicable to the Property;
(ii) Execution of a lease agreements substantially in the form attached
hereto as Exhibit "C" for the period after the Closing (the "Lease");
(iii) An Owner Policy of Title Insurance ("Owner Policy") issued by the
Title Company to Tarrant for the Purchase Price insuring that, upon
Closing, Tarrant 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. Tarrant may, at Tarrant's sole expense, request that the
survey exception be limited to "shortages in area." The printed form
exception for restrictive covenants must be deleted unless one or more
restrictive covenants are included among the Permitted Encumbrances;
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(ivi) Evidence reasonably satisfactory to the Title Company that the
person executing the Closing documents on behalf of Fort Worth has full
right, power, and authority to do so;
(v) Fort Worth's affidavit setting forth its U.S. Taxpayer Identification
Number, its office address, and its statement that it is not a "foreign person"
as defined in Internal Revenue Code §1445, as amended; and
(2) Tarrant shall deliver or cause to be delivered to Fort Worth the following:
(i) Immediately available funds via wire transfer in an amount equal to
the Purchase Price sent to Republic Title;
(ii) Execution of the Lease substantially in the form attached hereto as
Exhibit"C" for the period after the Closing; and
(iii) Evidence reasonably satisfactory to the Title Company that the
person executing the Closing documents on behalf of Tarrant has full right,
power, and authority to do so.
(3) Fort Worth and Tarrant shall each pay their respective attorneys' fees. Fort
Worth and Tarrant shall each pay one-half of all escrow, recording fees and title insurance.
(c) Ad valorem and similar taxes and assessments, owner's association assessments,
and all items of expense relating to the Property, if any, will be prorated between Fort Worth and
Tarrant as of the Closing Date,based on estimates of the amount of taxes and assessments that will
be due and payable on the Property during the year in which the Closing Date occurs. The
proration estimates will be taken from the most recent tax and assessment statements available at
Closing and will be deemed final and not subject to post-Closing adjustment.
(d) Upon completion of the Closing Fort Worth shall deliver to Tarrant possession of
the portion of the 1' floor that is not leased to Fort Worth in the Lease in broom clean condition
with all personal property owned by Fort Worth removed, including furniture, filing cabinets,
chairs, computer equipment, data center equipment, supplies, and trash, subject to the Permitted
Encumbrances and subject to Fort Worth's rights to its Leased Premises under a Lease to be
executed at Closing.
Section 6. Fort Worth's Representations and Warranties.
(a) Fort Worth hereby represents and warrants to Tarrant, which representations and
warranties shall be deemed made by Fort Worth to Tarrant as of the Effective Date and also as of
the Closing Date, that to Fort Worth's current actual knowledge:
(1) Fort Worth is a home-rule municipal corporation situated in Tarrant,Parker,
Denton and Wise Counties, Texas, duly organized, validly existing, and in good standing
under the laws of the State of Texas, duly qualified to carry on its business in the State of
Texas.
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(2) Fort Worth has all requisite power and authority to carry on its business as
presently conducted,to enter into this Agreement, and to perform its obligations under this
Agreement, including the conveyances described in Section 1(a). The execution,delivery,
and performance of this Agreement and the transactions described in this Agreement have
been or will be duly and validly authorized by all requisite action on the part of Fort Worth.
The execution,delivery,and performance of this Agreement and the transactions described
in this Agreement does not violate nor is in conflict with any provision of any agreement
or instrument to which Fort Worth is a party or by which Fort Worth is bound, or any
charter,statute,law,rule,regulation,judgment,decree,order,writ,or injunction applicable
to Fort Worth.
(3) This Agreement has been duly executed and delivered on behalf of Fort
Worth. This Agreement constitutes a legal, valid, and binding obligation of Fort Worth.
(4) Fort Worth is not a "foreign person" as defined in Section 1445 of the
Internal Revenue Code of 1986, as amended,and the Income Tax Regulations thereunder.
(5) There is no action, suit, proceeding or claim presently pending in any court
or before any federal, state, county or municipal department,commission,board or agency
or other governmental instrumentality: (i) affecting Fort Worth's interest or use, operation
or ownership of the Property;or(ii)affecting Fort Worth's ability to perform its obligations
under this Agreement, nor to the best of Fort Worth's knowledge and belief is any such
action, suit, proceeding or claim threatened.
(6) No condemnation, eminent domain or similar proceedings have been
instituted or threatened against the Property.
(7) There are no attachments, executions, assignments for the benefit of
creditors, voluntary or involuntary bankruptcy proceedings, or proceedings under any
debtor relief laws, contemplated by or pending or, to the best of Fort Worth's actual
knowledge, threatened against Fort Worth, Fort Worth's interest in the Property, or the
Property.
(8) All documents and records delivered by Fort Worth pursuant to this
Agreement will be true and faithful reproductions of the documents and records required
to be delivered.
(b) It shall be a condition precedent to Tarrant's obligation to close the purchase of the
Property hereunder that as of the date of Closing,all of Fort Worth's representations and warranties
set forth in Section 6(a) shall be true and correct in all material respects. If the representations and
warranties of Fort Worth which to Fort Worth's actual knowledge were true and correct when
made are not true and correct in all material respects on the date of Closing, and such change is
not directly attributable to Fort Worth's actions or conscious failure to act, then Tarrant may, as
its sole and exclusive remedy, elect either to (i) waive such condition and proceed to Closing, or
(b)terminate this Agreement by notice in writing to Fort Worth whereupon neither Fort Worth nor
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Tarrant shall have any further rights or obligations under this Agreement except those that
expressly survive termination.
Section 7. Condition of Property. Tarrant and its representatives,prior to the date of
Closing, will have been afforded the opportunity to make such inspections of the Property and
matters related thereto as Tarrant and its representatives desire. Tarrant acknowledges and agrees
that the Property is to be conveyed to and accepted by Tarrant in an"as is" condition with all faults.
Fort Worth makes no representations or warranties of any kind whatsoever, either express or
implied, with respect to the condition of the Property; in particular, but without limitation, Fort
Worth makes no representations or warranties with respect to the use, condition, occupation or
management of the Property, or compliance with applicable statutes, laws, codes, ordinances,
regulations, requirements, covenants, conditions and restrictions (whether or not of record).
Tarrant acknowledges that it is entering into this Agreement on the basis of Tarrant's own
investigation of the physical and environmental conditions of the Property, including subsurface
conditions, and Tarrant assumes the risk that adverse physical and environmental conditions may
not have been revealed by its investigation. Tarrant acknowledges that notwithstanding any prior
or contemporaneous oral or written representations, statements,documents or understandings,this
Agreement constitutes the entire understanding of the parties with respect to the subject matter
hereof and the purchase and sale of the Property and supersedes any such prior or contemporaneous
oral or written representations, statements, documents or understandings, unless modified by
subsequent agreement.
Section 8. Maintenance and Operation of the Property. Until Closing, Fort Worth
will (i) maintain the Property as it existed on the Effective Date, except for reasonable wear and
tear and damage and except as set forth in Section 1(a)above: (ii)operate the Property in the same
manner as it was operated on the Effective Date: and (iii) promptly notify Tarrant of any suit,
action, or any legal proceeding involving all or any part of the Property that arises prior to the date
of the Closing with respect to which Fort Worth receives actual notice. Until Closing,Fort Worth
will not enter into, extend or modify any agreements that will affect the surface estate of the
Property following Closing. Tarrant may terminate this Agreement if Fort Worth enters into,
extends or modifies any agreement in violation of the previous sentence without first obtaining
Tarrant's written consent. Fort Worth shall not solicit or accept other agreements to purchase the
Property while this Agreement is in effect.
Section 9. Destruction, Damage, or Taking Before Closing. Before the Closing,
Fort Worth bears the risk of loss with regard to the Property. If,before the Closing,any substantial
portion of the Property is destroyed or damaged,or becomes subject to a taking by eminent domain,
Tarrant shall have the right to either(a) terminate this Agreement upon written notice to the other
party, in which event neither Fort Worth nor Tarrant thereafter shall have any further right or
obligation under this Agreement unless expressly provided otherwise in this Agreement; or (b)
proceed with the Closing of the Property with an equitable, pro rata adjustment to the Purchase
Price based upon the square footage actually purchased. Fort Worth shall promptly notify Tarrant
of any such loss or damage occurring prior to the Closing.
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Section 10. Default and Remedies.
(a) Tarrant will be in default under this Agreement if(i) it fails or refuses to purchase
the Property at the Closing, or (ii) it fails to perform any of its other obligations hereunder either
before or at the Closing, and such circumstance described in clause(i)or(ii) continues for five(5)
business days after written notice from Fort Worth to Tarrant. Tarrant will not be in default,
however, if it timely terminates this Agreement when it has an express right to terminate or when
Fort Worth fails to perform its obligations under this Agreement. If Tarrant is in default,then Fort
Worth, as its sole and exclusive remedy, is entitled either(x)to waive such default and proceed to
Closing, or (xx) to terminate this Agreement by giving written notice to Tarrant before or at the
Closing, whereupon neither Fort Worth nor Tarrant thereafter shall have any further rights or
obligations under this Agreement except those that expressly survive termination.
Notwithstanding anything herein to the contrary, in the event of Tarrant's default or termination
of this Agreement, Fort Worth shall have all remedies available at law or in equity if Tarrant or
any party related to or affiliated with Tarrant is asserting any claims or right to the Property that
would otherwise delay or prevent Fort Worth from having clear, indefeasible and marketable title
to the Property.
(b) If Fort Worth shall be unable to convey title to the Property to Tarrant in accordance
with this Agreement,then,in such event,as its sole and exclusive remedy, Tarrant shall be entitled
either (i) to accept such title as Fort Worth is able to convey, with an equitable credit, reduction,
adjustment or abatement in, to or of the Purchase Price, or (ii) to terminate this Agreement at or
before the Closing.
(c) Fort Worth will be in default under this Agreement if(i) it willfully fails or refuses
to sell the Property to Tarrant at the Closing, or(ii) it fails to perform any of its other obligations
hereunder either before or at the Closing, and such circumstance described in clause (i) or (ii)
continues for five (5) business days after written notice from Tarrant to Fort Worth. Fort Worth
will not be in default, however,if it timely terminates this Agreement when it has an express right
to terminate or when Tarrant fails to perform its obligations under this Agreement. If Fort Worth
is in default,then Tarrant,as its sole and exclusive remedy, is entitled(i)to waive such default and
proceed to Closing or(ii)to terminate this Agreement by giving written notice to Fort Worth before
or at the Closing, whereupon neither Fort Worth nor Tarrant shall have any further rights or
obligations under this Agreement except those that expressly survive termination.
Section 11. Brokers.
(a) Fort Worth and Tarrant represent and warrant to each other that neither party has
engaged any agent, broker, or other similar party who may be entitled to commissions, fees or file
a lien against the Property under Chapter 62 of the Texas Property Code in connection with this
transaction.
(b) Tarrant has been and is advised that it should have the abstract covering the
Property examined by an attorney of its selection or that it should be furnished with a policy of
title insurance. By signing this Agreement, Tarrant acknowledges that it has been so advised in
compliance with The Texas Real Estate License Act.
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Section 12. Notices.
(a) Any notice under this Agreement must be written. Notices must be either(i)hand-
delivered to the address set forth below for the recipient;or(iii)placed in the United States certified
mail,return receipt requested, addressed to the recipient as specified below; or(iii)deposited with
an overnight delivery service, addressed to the recipient as specified below. Any notice is
effective three(3)days following deposit with the U.S. Postal Service or the day following deposit
with the overnight delivery service, as applicable; all other notices are effective upon receipt.
(b) Fort Worth's address for all purposes under this Agreement is:
City of Fort Worth
1000 Throckmorton
Fort Worth,Texas 76102
Attn: City Manager
Email address:
with a copy to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Attorney
(c) Tarrant's address for all purposes under this Agreement is:
G.K. Maenius
County Administrator
Tarrant County
100 East Weatherford Street, Suite 404
Fort Worth,Texas 76196
Email Address: gkmaenius@tarrantcounty.com
with a copy to:
David Phillips
Facilities Management Director
Tarrant County
100 West Weatherford Street, Room 460
Fort Worth,Texas 76196
Email Address: dphillips@tarrantcounty.com
(d) The Title Company's address for all purposes under this Agreement is:
Republic Title
Janet Ceron
550 Bailey Avenue, Suite 100
Fort Worth, Texas 76107
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(e) Either party may designate another address for this Agreement by giving the other
party at least five (5) business days' advance notice of its address change, with specific reference
to this Agreement. A party's attorney may send notices on behalf of that party, but a notice is not
effective against a party if sent only to that party's attorney or only to the party without also sending
a copy to that party's attorney.
Section 13. Entire Agreement. This Agreement (including its exhibits) contains the
entire agreement between Fort Worth and Tarrant. Oral statements or prior written matters not
specifically incorporated into this Agreement have no force and effect. No variation,modification,
or change to this Agreement binds either party unless set forth in a document signed by the parties
or their duly authorized agents, officers, or representatives.
Section 14. Assigns. This Agreement may not be assigned by either party without the
prior written consent of the other party. This Agreement inures to the benefit of and binds the
parties and their respective legal representatives, successors, and permitted assigns. Any
unauthorized purported assignment or delegation of any duties hereunder,without the prior written
consent of the other party, shall be void and shall constitute a material breach of this Agreement.
Section 15. Effective Date. The date on which the latter of Fort Worth and Tarrant
signs this Agreement is the"Effective Date" of this Agreement.
Section 16. Time of the Essence. Time is of the essence in this Agreement. Whenever
a date specified in this Agreement falls on a Saturday, Sunday, or federal holiday, the date will be
extended to the next business day. The term "business day" shall mean any day other than a
Saturday, Sunday or a federal holiday. All deadlines in this Agreement expire at 5:00 P.M. local
time where the Property is located.
Section 17. Terminology. The captions beside the section numbers of this Agreement
are for reference only and do not modify or affect this Agreement. Whenever required by the
context, any gender includes any other gender, the singular includes the plural, and the plural
includes the singular. The term "including" and compounds of the word "include," when
preceding a list shall be deemed to mean"including without limitation."
Section 18. Governing Law. This Agreement is governed by and must be construed in
accordance with Texas law.
Section 19. Performance of Agreement. The obligations under this Agreement are
performable in Tarrant County, Texas, and any payments under this Agreement are to be made in
Tarrant County, Texas.
Section 20. Venue. The parties consent that exclusive venue of any action brought
under this Agreement will be in Tarrant County, Texas.
Section 21. Severability. If any provision in this Agreement is found to be invalid,
illegal, or unenforceable, its invalidity, illegality, or unenforceability will not affect any other
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provision, and this Agreement must be construed as if the invalid, illegal, or unenforceable
provision had never been contained in it.
Section 22. Rule of Construction. Each party and its counsel have reviewed and
revised this Agreement. The parties agree that the rule of construction that any ambiguities are to
be resolved against the drafting party must not be employed to interpret this Agreement or its
amendments or exhibits.
Section 23. Attorneys' Fees. If any action at law or in equity is necessary to enforce
or interpret this Agreement,the prevailing party will be entitled to reasonable attorneys' fees,costs,
and necessary disbursements in addition to any other relief to which that party may be entitled.
Section 24. Amendment and Waivers. This Agreement may not be amended except
in a writing specifically referring to this Agreement and signed by Fort Worth and Tarrant. A
right created under this Agreement may not be waived except in a writing specifically referring to
this Agreement and signed by the party waiving the right.
Section 25. Counterparts. This Agreement may be executed by signing, scanning and
transmitted by email, or otherwise in multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.
Section 26. Governing Body Approvals. In addition to the other terms and conditions
stated herein, payment by Tarrant and conveyance of the Property by Fort Worth are expressly
subject to and contingent upon the approval of the Purchase Price and terms and conditions of the
acquisition of the Property by the City Council of the City of Fort Worth and the Commissioners
Court of Tarrant County.
Section 27. Parties Bound. This Agreement shall be binding on and inure to the benefit
of the parties to this Agreement and their respective successors and permitted assigns. Third
persons not privy hereto shall not, in any form or manner, be considered a third-party beneficiary
of this Agreement. Each party hereto shall be solely responsible for the fulfillment of is own
contracts or commitments.
Section 28. Expenses. Except as otherwise provided in this Agreement, all fees, costs,
and expenses incurred in negotiating this Agreement or completing the transactions described in
this Agreement shall be paid by the party incurring the fee, cost, or expense.
Section 29. Authorization. The undersigned officers and/or agents of the parties hereto
are properly authorized officials and have the necessary authority to execute this Agreement on
behalf of the parties hereto, and, subject to Section 26, each party hereby certifies to the other that
any necessary actions extending such authority have been duly passed and are in full force and
effect as of the Effective Date of this Agreement.
Section 30. No Waiver of Sovereign Immunity. It is expressly understood and agreed
that, in the execution of this Agreement,neither of the parties waives, nor shall be deemed hereby
to waive, any immunity or defense that would otherwise be available to it. By entering into this
Agreement the parties do not intend to create any obligations, expressed or implied, other than
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those set forth herein and this Agreement shall not create any rights in parties not signatories
hereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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EXECUTED in triplicate in Fort Worth, Tarrant County, Texas to be effective as of the date of
last execution by the Fort Worth and the Tarrant .
FORT WORTH: TARRANT:
City of Fort Worth Tarrant County
a Texas home-rule municipal corporation
By: /�� �--- � � By: B. Glen Whitley
Its: Its: County Judge
Date: _d ��� Date: r•: a0,1
Approved as to Form„ and Legality:
Criminal Dis Attorney's Office*
pQ 1
*By law,the Criminal District Attornby's Office
eann Guzman may only approve contracts for its clients. We
Sr. Assistant City Attorney reviewed this document as to form from our
client's legal perspective. Other parties may not
rely on this approval. Instead those parties
should seek contract review from independent
counsel.
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
re rting requirements.
N e of Employee
FOR?.
TitleA.
OF• ,GL
ATTEST: U
By:
City SeraW AS
M&C: (—._ OFFICIAL RECORD
1295: N/A CI'ITY SF
CRB
13 FT.WORTH,TX
EXHIBIT"A"
DESCRIPTION OF THE PROPERTY
LEGAL DESCRIPTION
BEING LOT A, LAND 500, an addition to the City of Fort Worth, Tarrant County, Texas,
according to the plat recorded in Volume 388-143, Page 48, Plat Records, Tarrant County, Texas.
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EXHIBIT "B"
SPECIAL WARRANTY DEED
15
SPECIAL WARRANTY DEED
DATE:
GRANTOR: CITY OF FORT WORTH
GRANTOR'S MAILING ADDRESS: 200 Texas Street
Fort Worth,Texas 76102
GRANTEE: TARRANT COUNTY
GRANTEE'S MAILING ADDRESS: 100 West Weatherford Street
Fort Worth,Texas 76196
CONSIDERATION: Ten Dollars and and other good and valuable consideration.
PROPERTY(including any improvements):
See attached Exhibit"A", attached hereto and incorporated herein for all purposes
RESERVATIONS FROM CONVEYANCE: None
EXCEPTIONS TO CONVEYANCE AND WARRANTY: This conveyance is expressly made by
Grantor and accepted by Grantee subject to the Permitted Encumbrances.
Proneny Condition
GRANTEE ACKNOWLEDGES AND AGREES THAT THE PROPERTY IS TO BE CONVEYED
TO AND ACCEPTED BY GRANTEE IN AN "AS IS" CONDITION WITH ALL FAULTS.
GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND
WHATSOEVER,EITHER EXPRESS OR IMPLIED,WITH RESPECT TO THE CONDITION OF
THE PROPERTY; IN PARTICULAR, BUT WITHOUT LIMITATION, GRANTOR MAKES NO
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE USE, CONDITION,
OCCUPATION OR MANAGEMENT OF THE PROPERTY, OR COMPLIANCE WITH
APPLICABLE STATUTES, LAWS, CODES, ORDINANCES, REGULATIONS,
REQUIREMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (WHETHER OR NOT
OF RECORD). GRANTEE ACKNOWLEDGES THAT IT IS ENTERING INTO THIS
AGREEMENT ON THE BASIS OF GRANTEE'S OWN INVESTIGATION OF THE PHYSICAL
AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, INCLUDING SUBSURFACE
CONDITIONS, AND GRANTEE ASSUMES THE RISK THAT ADVERSE PHYSICAL AND
ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY ITS
INVESTIGATION.
Property Title
Grantor,for the Consideration and subject to the Reservations from Conveyance and the Exceptions
to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and
singular the rights and appurtenances thereto in any way belonging,to have and to hold it to Grantee and
Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors
to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs,successors, and
assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when
the claim is by,through,or under Grantor but not otherwise,except as to the Reservations from Conveyance
and the Exceptions to Conveyance and Warranty.
Other Conditions
When the context requires, singular nouns and pronouns include the plural.
GRANTOR
CITY OF FORT WORTH Approved as to Form and Legality
Assistant City Manager Assistant City Attorney
GRANTEE:
TARRANT COUNTY Approved as to Form and Legality
County Judge Assistant Criminal District Attorney
B. Glen Whitley
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority,on this day personally appeared ,known
to me to be the person and officer whose name is subscribed to the foregoing instrument,and acknowledged
to me that he executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal
corporation of Tarrant County,Texas,for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2017.
Notary Public
2
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME,the undersigned authority, on this day personally appeared ,known to me
to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed the same as the act and deed and on behalf of Tarrant County, a political subdivision
of the State of Texas, for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2014.
Notary Public
3
EXHIBIT "C"
LEASE AGREEMENT FOR FORT WORTH POLICE DEPARTMENT SPACE IN THE
BASEMENT, SALLYPORT AND PORTIONS OF THE 1ST FLOOR AND THE ENTIRE
2ND,3"AND 4TH FLOORS
[See attached]
16
LEASE AGREEMENT
This Lease Agreement ("Agreement") is made and entered into to be effective as of the
day of April, 2017, by and between Tarrant County, a political subdivision, ("Tarrant") and
the City of Fort Worth, Texas,a home-rule municipal corporation("Fort Worth").
WHEREAS, Tarrant has acquired title to the tract of real property hereinafter specifically
described on Exhibit 1, and the improvements thereon including a multi-story building
("Building") and a parking garage ("Parking Garage") (collectively, the "Property") from Fort
Worth on or about April , 2017;
WHEREAS, Fort Worth utilizes a portion of the Property("Leased Premises"), described
in Exhibit 2, to perform certain public safety functions for its public safety;
WHEREAS, notwithstanding Tarrant's acquisition of the Property, Tarrant has agreed to
permit Fort Worth to remain in and upon the Property upon the terms and conditions set forth
herein; and
WHEREAS,Tarrant and Fort Worth desire to define their respective duties and obligations
with respect to the Property by this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements,the recitals,
which are not recitals only but form part of this Agreement, and other good and valuable
consideration, including Fort Worth's obligation to make the rental payments, Tarrant and Fort
Worth agree as follows:
1. Lease of the Leased Premises. In consideration of the obligation of Fort Worth to
pay rent and in consideration of the other terms,provisions, and covenants hereof, Tarrant hereby
demises and leases to Fort Worth, and Fort Worth hereby takes and rents from Tarrant,the Leased
Premises. Tarrant covenants that Fort Worth shall, upon paying the rent and observing the other
covenants and conditions herein,peaceably and quietly hold and enjoy the Leased Premises during
the term of this Agreement or as it may be extended and shall not be disturbed or interfered with
by Tarrant or by any person claiming by,through or under Tarrant.
2. Basement Level.
For the basement level as outlined in Exhibit 2("Basement Level"),the lease term shall be
for a period of ten (10) years, beginning on the date of closing of the conveyance of the Property
from Fort Worth to Tarrant("Commencement Date") and ending on the last day of the tenth year,
unless sooner terminated as hereinafter provided ("Basement Term").
RENEWAL OPTION. By mutual agreement between Fort Worth and Tarrant,the Basement
Level lease may be renewed up to 2 consecutive times for a period of 60 months each,
under the same terms and conditions. Fort Worth shall give Tarrant written notice of
intention to exercise this option at least 12 months prior to expiration of the Basement
Term.Tarrant shall give Fort Worth written notice of intention not to allow the renewal no
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later than 60 months before the expiration date of the Basement Term or any renewal terms.
Renewal is subject to the approval of Tarrant County Commissioners Court.
MONTHLY RENTAL. For the Basement Level lease, Fort Worth agrees to pay Tarrant
$14,536.46 per month during the Basement Term. The monthly rentals provided for herein
shall be due and payable by Fort Worth in advance on the first day of the month for which
said rentals are due. If Tarrant does not receive a rent within five days after the date rent
is due, Fort Worth will pay Tarrant a late charge equal to 5% of the monthly rental. This
late charge is a cost associated with the collection of rent and Tarrant's acceptance of a late
charge does not waive Tarrant's rights to exercise other remedies described in this lease.
After the first five(5)years of the Basement Term, and at five(5)year intervals for the rest
of the Basement Term and during the renewal terms, the monthly rent will be adjusted to
reflect increases in the following Consumer Price Index of the Bureau of Labor Statistics
of the United States Department of Labor: Consumer Price Index—All Urban, All Items,
Dallas-Fort Worth Area, using 2017 as the base year.
All rent and additional rent due under this Agreement for the Leased Premises is payable
to Tarrant County, 100 East Weatherford Street, Fort Worth, Texas 76196, Attention to
Tarrant County Auditor's Office.
ADDITIONAL RENTAL. After the expiration of the Upper Levels Term,Fort Worth shall pay
to Tarrant as additional rent 7.6% of the cost of all utilities of gas, water, and electric for
the Building. Fort Worth shall reimburse Tarrant for utilities within 60 days of receipt of
invoice from Tarrant to Fort Worth.
MAINTENANCE OF LEASED PREMISES. Maintenance and repair obligations shall be as set
forth in Exhibit 3. Fort Worth also shall be responsible for(i)Fort Worth's computer room,
(ii)Fort Worth's phone,and(iii)until Fort Worth vacates the Upper Floors,the emergency
diesel generator and associated electrical equipment (after which time Tarrant shall
maintain same as set forth in Exhibit 3). Notwithstanding anything herein to the contrary,
Tarrant shall be obligated to repair and restore the Leased Premises and any Building
system that is Fort Worth's responsibility under Exhibit 3 if the Leased Premises, or the
uses of the Leased Premises by Fort Worth, are altered, damaged, or destroyed as a result
of the Tarrant's use of the Property as a jail facility. Fort Worth shall maintain the interior
of the Basement Level for the Basement Term. Fort Worth will be responsible for costs to
repair Building systems damaged by Fort Worth or prisoners of Fort Worth.
Tarrant may remove the emergency diesel generator and related equipment as needed for
Tarrant to redevelop the adjacent property upon 12 months' written notice to Fort Worth.
Fort Worth, at Fort Worth's sole cost and expense, may replace and install a new
emergency generator in a size capable of serving the Basement Level only, in a location on
the Leased Premises that is mutually agreed upon by the parties.
COMMON AREAS. Tarrant shall maintain the Basement Common Area on the Basement
Level as it determines in its sole discretion. The Basement Common Area is for the
common use of all tenants, including, among other facilities, halls, pedestrian walkways,
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lobbies,drinking fountains,public toilets,and elevators. Fort Worth and its employees and
invitees have the nonexclusive right to use the Basement Common Area.
PARKIN. For the Basement Term, the lease includes the use of 13 parking spaces on the
surface lot next to the Building as shown on Exhibit 4, subject to availability because of
construction work and redevelopment of the area by Tarrant. If the 13 spaces on the lot
become unavailable, Tarrant will provide 13 security access cards to Fort Worth to access
the Parking Garage. The lease also includes parking in and access cards to the Parking
Garage on the following availability schedule:
39 spaces during the hours of 7 am to 4 pm
26 spaces during the hours of 3 pm to 11 pm
23 spaces during the hours of 11 pm to 7 am
These 88 time-limited access cards to the Parking Garage shall be included in, and not in
addition to, the 140 access cards for the parking for the Upper Levels Term set forth in
Section 3 below. Parking will be at no additional charge for the first five years of the
agreement. Years six through the expiration or termination of this Agreement will be
subject to costs per space according to the most current Tarrant policy regarding parking
fees for employees.
3. Upper Levels. For the portion of the 1St Floor, and the entire 2"a, 31,and 4th Floor
Levels as outlined in Exhibit 2 (collectively, the "Upper Levels"), the lease term shall be for a
period of one (1)year beginning on the Commencement Date ("Upper Levels Term").
RENEWAL OPTION. There is no renewal option.
MONTHLY RENTAL. For the Upper Levels, Fort Worth agrees to pay Tarrant $1.00 per
month during the Upper Levels Term. The monthly rentals provided for herein shall be
due and payable by Fort Worth in advance on the first day of the month for which said
rentals are due.
ADDITIONAL RENTAL. For the Upper Levels Term, Fort Worth shall pay to Tarrant as
additional rent 48% of the Building electricity costs, 8% of the water and gas and shall
perform the maintenance of the Leased Premises as set forth herein. Fort Worth shall
reimburse Tarrant for utilities within 60 days of receipt of invoice from Tarrant to Fort
Worth.
MAINTENANCE OF LEASED PREMISES. Maintenance and repair obligations shall be as set
forth in Exhibit 3. Notwithstanding anything herein to the contrary, Tarrant shall be
obligated to repair and restore the Leased Premises and any Building system that is Fort
Worth's responsibility under Exhibit 3 if the Leased Premises, or the uses of the Leased
Premises by Fort Worth, are altered,damaged, or destroyed as a result of the Tarrant's use
of the Property as a jail facility. Fort Worth shall maintain the interior of the Basement
Level Leased Premises for the term of this lease. Fort Worth will be responsible for costs
to repair Building systems damaged by Fort Worth or prisoners of Fort Worth.
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COMMON AREAS. Fort Worth agrees to maintain the Upper Level Common Area on the
2nd, 3`d,and 4th Floors of the Property as it determines in its sole discretion. Tarrant shall
maintain the Upper Level Common Area on the 1St Floor as it determines in its sole
discretion. The "Upper Level Common Area" is that part of the Building on floors 1, 2, 3
and 4, as shown on Exhibit 2,that is for the common use of all tenants, including, among
other facilities, halls, pedestrian walkways, lobbies, delivery passages, drinking fountains,
and public toilets. Fort Worth and its employees and invitees have the nonexclusive right
to use the Upper Level Common Area.
PARKING. Parking for the Upper Levels Term, the lease includes the use of 140 access
cards to access the Parking Garage for non-reserved spaces in the Parking Garage.
VACATE PREMISES.Upon the expiration of the Upper Levels Term,Fort Worth shall vacate
the portions of the Upper Levels as outlined in Exhibit 2, Page 3 and 4. Fort Worth shall
remove personal property of Fort Worth(including furniture,storage racks,exposed wiring
and cabling, wall, ceiling and floor mounted items, equipment) and turn over the area to
Tarrant broom clean and trash free.
4. Holdover. At the sole and absolute discretion of Tarrant, Tarrant may permit Fort
Worth to possess the Leased Premises after the expiration of any applicable lease term or the
termination of this Agreement. Any such possession by Fort Worth shall be(i)subject to the terms
of this Agreement,(ii)deemed to be a month-to-month tenancy,and(iii)terminable by either party
upon thirty (30)days written notice. Rent shall be due and payable for any such period. For any
periods of possession of the Leased Premises by Fort Worth after the expiration or termination of
this Agreement or any agreed-upon lease term herein, Fort Worth shall pay Tarrant $20.00 per
square foot per year for the amount of space being occupied by Fort Worth. Such installments of
rent shall be paid to Tarrant without demand and without offset at the address specified in this
Agreement, or as elsewhere designated from time to time by written notice from Tarrant to Fort
Worth.
5. Condition of the Leased Premises. Fort Worth expressly acknowledges and
agrees that it has conducted a full, complete physical examination of the Leased Premises
and hereby accepts the Leased Premises, AS IS, WHERE IS, AND WITHOUT ANY
WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE
INTENTION OF TARRANT AND FORT WORTH TO EXPRESSLY NEGATE AND
EXCLUDE ALL WARRANTIES EXPRESS OR IMPLIED, IN FACT OR BY LAW,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
SUITABILITY, AND THE WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR ANY PARTICULAR PURPOSE, CONTAINED IN OR CREATED BY ANY
APPLICABLE LAW OF THE STATE OF TEXAS.
6. Security Deposit. Tarrant and Fort Worth each acknowledge and agree that
no security deposit for the Leased Premises has been received by Tarrant from Fort Worth,
and therefore, Tarrant shall have no obligation to refund any such amounts to Fort Worth
upon the termination of this Agreement.
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7. Taxes.
Because Tarrant and Fort Worth are governmental entities, it is anticipated that the Leased
Premises will be exempt from ad valorem taxes. In the event that the Leased Premises or any of
Fort Worth's personal property on the Leased Premises is taxed, Fort Worth shall be responsible
for such taxes attributable to Fort Worth and its possession of the Leased Premises hereunder.
8. Alterations and Improvements.
A. Except as provided in Paragraph 8(B) below, Fort Worth shall make no alterations
or improvements to the Leased Premises ("Fort Worth Improvements") without the prior written
consent of Tarrant after receipt and review of plans therefore, which consent shall not be
unreasonably withheld. Any Fort Worth Improvements approved by Tarrant and made by Fort
Worth after the Commencement Date that remain on the Leased Premises after the termination of
this Agreement shall become the property of Tarrant and may be disposed of as Tarrant may
determine with no liability or obligation to Fort Worth. Fort Worth, at its sole cost and expense,
shall be responsible for any additional changes to the Leased Premises or the Property required as
a result of Fort Worth Improvements pursuant to the Americans with Disabilities Act of 1990 and
the Texas Accessibility Standards, as amended.
B. Tarrant shall be obligated to restore the Property, Leased Premises, Building
systems, Basement Common Area, and Upper Level Common Area, at Tarrant's sole cost and
expense, if such are altered, damaged, or destroyed as a result of the Tarrant's use of the Property.
9. Use of Leased Premises.
A. Fort Worth may use the Leased Premises only for governmental purposes.
B. Signs. The design, size, materials, lighting and location of all signs outside the
Leased Premises must be first approved in writing by County. No sign shall be installed unless
and until County's written approval of such sign has been obtained by Fort Worth.
C. Trash Receptacles. Fort Worth shall furnish,at Fort Worth's sole cost and expense,
trash and garbage receptacles and trash and garbage removal from the Leased Premises. Fort
Worth shall not store or place anything outside of the Leased Premises without County's prior
written approval.
10. Right of Entry. Upon 24 hours' advanced written request of Tarrant, Fort Worth
agrees to cooperate with Tarrant for entry to the Leased Premises to accommodate Tarrant's
conduct of surveys and inspections so long as such surveys or inspections do not interfere with
Fort Worth's use of the Leased Premises. Due to the sensitive and confidential nature of Fort
Worth's intended use of the Leased Premises, in no event shall Tarrant enter the Leased Premises
without the express permission of Fort Worth. Request for entry shall be directed to Assistant
Chief or Deputy Chief over Finance and Personnel, 501 W. Felix,Fort Worth, Texas 76115.
11. Exceptions from Liability.
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A. Except as otherwise expressly provided in this agreement,Tarrant shall not be liable
for any damage or injury to the persons, business (or any loss of income), goods, inventory,
furnishings, fixtures, equipment, merchandise or other property of Fort Worth, Fort Worth's
employees, invitees, customers or any other person in or about the Leased Premises or Property,
whether the damage or injury is caused by or results from: (a)fire, steam,electricity,water, sewer,
gas or wind; (b) the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires,
appliances,plumbing,air conditioning or lighting fixtures or any other cause;(c)conditions arising
on or about the Property or upon other portions of any building of which the Property is a part, or
from other sources or places; or (d) any act or omission of any other tenant on the Property. The
provisions of this Section are excepting any direct (but not consequential) damages to the extent
caused by the gross negligence or willful misconduct of Tarrant or its employees.
B. Except as otherwise expressly provided in this Agreement,Tarrant will not be liable
to Fort Worth and Fort Worth's obligations under this Agreement will not be reduced or abated,
by reason of any inconvenience,annoyance, interruption or injury to business arising from Tarrant
making any maintenance, repairs or alterations in or to any portion of the Property or the Leased
Premises or in or to the fixtures, equipment or appurtenances of the Property or the Leased
Premises,which Tarrant is required or permitted to make by this Agreement,or which are required
by law,or which Tarrant deems appropriate, excepting any direct(but not consequential)damages
to the extent caused by the gross negligence or willful misconduct of Tarrant or its employees.
Provided, however, that if any maintenance, repairs, or alterations in or to any portion of the
Property or the Leased Premises are performed by Tarrant pursuant to this Agreement, and Fort
Worth is unable to utilize any part of the Leased Premises for their intended use for a period greater
than ten (10) business days, then rent paid by Fort Worth hereunder shall be abated at a prorated
amount corresponding to the proportion of the Leased Premises that is unusable.
C. Tarrant will not be liable to Fort Worth for any loss, liability, damage or expense
which Fort Worth may sustain or incur if(i)the electrical power supplied to the Leased Premises
by Tarrant's emergency power system is interrupted due to an event of Force Majeure (as defined
below); or(ii)the quantity or character of electrical power supplied by Tarrant's emergency power
system is no longer suitable for Fort Worth if Fort Worth's requirements exceed the level of Fort
Worth's demand for electrical power as of the effective date of this Agreement. Notwithstanding
anything to the contrary contained in this Section, in no event will Tarrant be liable to Fort Worth
or any third person for consequential damages. Provided, further, that Tarrant will maintain in
good working order and condition all equipment and conductors required to furnish the Leased
Premises with normal and emergency electrical power; will not interrupt or diminish electrical
power supplied to the Leased Premises unless required due to an emergency; and will use its best
efforts to notify Fort Worth not less than 5 business days in advance of an anticipated or planned
interruption or diminution of power. "Force Majeure"as used in this Agreement shall mean reason
of war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations,
or interferences, delays caused by unforeseen construction or site issues, fire or other casualty,
court injunction,necessary condemnation proceedings, acts of the other party, its affiliates/related
entities and/or their contractors, or any actions or inactions of third parties or other circumstances
which are reasonably beyond the control of the party obligated or permitted under the terms of this
Agreement to do or perform the same.
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D. Fort Worth shall not be liable for any loss, liability, damage, expense, or injury to
the persons, business (or any loss of income), goods, inventory, furnishings, fixtures, equipment,
merchandise or other property of Tarrant, Tarrant's employees, invitees, prisoners, customers or
any other person in or about the Leased Premises or Property, if such damage or injury arises out
of or in connection with, directly or indirectly, the acts or omissions of Tarrant's prisoners in the
Tarrant jail facility.
13. Insurance.
A. Tarrant shall maintain policies of insurance covering loss of or damage to the
Property and the Building in an amount or percentage of replacement value as Tarrant deems
reasonable in relation to the age, location, type of construction and physical condition of the
Building and the availability of insurance at reasonable rates. Tarrant will base these values on
appraisals performed by a vendor of Tarrant's choice.
B. Fort Worth shall maintain policies of insurance,or self-insure,for loss of or damage
to Fort Worth's personal property in the Leased Premises. In the event the Leased Premises or
Fort Worth's contents or personalty located thereon or therein are damaged or destroyed by fire or
other casualty for which insurance is maintained by Fort Worth, the rights of Fort Worth against
Tarrant with respect to such damage or destruction or claim are waived; all rights of subrogation
in favor of any other third party are waived; all policies of insurance shall contain a clause or
endorsement providing in substance that the insurance shall not be prejudiced if Fort Worth has
waived right of recovery from any person or persons prior to the date and time of loss or damage,
if any. The failure of Fort Worth to obtain such endorsements, however, shall not negate or
otherwise adversely affect the waiver of subrogation herein set forth,which waiver in all instances
shall be binding upon Fort Worth and its respective insurers, as well as any other person asserting
a claim by, through, or under Fort Worth.
C. Fort Worth shall not permit any operation or activity to be conducted, or storage or
use of any volatile or any other materials, on or about the Leased Premises that would cause
suspension or cancellation of any insurance policy carried by Tarrant, or increase the premiums
therefore, without the prior written consent of Tarrant. If Fort Worth's use or occupancy of the
Leased Premises causes an increase in the premiums for any insurance policy carried by Tarrant,
Fort Worth shall pay to Tarrant, as additional rental, the amount of the increase within 60 days
after demand and presentation by Tarrant of written evidence of the increase.
14. Environmental Matters.
A. For purposes of this Agreement, "Hazardous Materials" means and includes those
substances deemed hazardous, toxic or dangerous under any Hazardous Material Law (defined
below), including, without limitation, asbestos or any substance containing asbestos,the group of
organic compounds known as polychlorinated biphenyls, flammable explosives, radioactive
materials, chemicals known to cause cancer or reproductive toxicity, pollutants, effluents,
petroleum and fuels derived therefrom,contaminants,emissions or related materials,and any items
included in the definition of hazardous or toxic waste, materials, chemical compounds or
substances under any Hazardous Material Law. "Hazardous Material Laws" collectively means
and includes any present or future local, state or federal law or treaty,and any amendments thereto,
Page 7 of 20
including any common law doctrine of liability, relating to the environment, environmental
protection or environmental conditions, including, without limitation, (i) the Endangered Species
Act of 1973, 16 U.S.C. §§ 1531 et seq. ("ESA"), as amended from time to time; (ii) the Solid
Waste Disposal Act, 42 U.S.C. §§ 6901 et seq., as amended from time to time, including, without
limitation, as amended by the Resource Conservation and Recovery Act of 1976 ("RCRA") and
the Hazardous and Solid Waste Amendment of 1984; (iii) the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 ("CERCLA"), 42 U.S.C. §§ 9601 et seq., as
amended from time to time, including, without limitation, as amended by the Superfund
Amendments and Reauthorization Act of 1986 ("SARA"); (iv) the Federal Water Pollution
Prevention and Control Act, 33 U.S.C. §§ 1251 et seq., as amended from time to time; (v)the Air
Pollution Prevention and Control Act, 42 U.S.C. §§ 7401 et seq., as amended from time to time;
(vi)the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq., as amended from time to time;
(vii) the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j, as amended from time to time; (viii)
the Texas Hazard Communication Act,Tex.Health&Safety Code §§ 502.001 et seq.,as amended
from time to time; (ix) the Texas Solid Waste Disposal Act, Tex. Health & Safety Code §§
361.001, et seq., as amended from time to time; (x) Chapter 26 of the Texas Water Code, as
amended from time to time; (xi)the Texas Clean Air Act, Tex. Health& Safety Code §§ 382.001,
et seq., as amended from time to time; and (xii) all rules, regulations, orders and decrees now or
hereafter promulgated under any Hazardous Material Law.
B. Fort Worth shall not allow or permit the Leased Premises to be used for the
handling, transportation, storage, treatment or other use of any Hazardous Material, except those
de minimus amounts customarily found in a police facility or used in the operation, maintenance
or repair of equipment, and improvements in the Lease Premises and those shown on Exhibit 2.
C. Fort Worth shall comply with all Hazardous Material Laws throughout the term of
this Agreement, including, but not limited to, any Hazardous Material Laws applicable to any
maintenance,alterations, or improvements performed by Fort Worth on or to the Leased Premises
where the presence of asbestos is discovered. In the event Fort Worth should fail to perform such
responsibility, Tarrant may do so and all actual costs and expenses incurred by Tarrant shall be
reimbursed to Tarrant by Fort Worth.
D. Fort Worth shall commence or cause to be commenced appropriate actions required
by applicable Hazardous Material Law to clean up the Hazardous Materials that have been
Released on the Leased Premises related to Fort Worth's emergency power generator and related
tank, pipes, and equipment (collectively referred to as "Response Action") and shall conduct and
perform or cause to be conducted or performed all appropriate Response Action in accordance
with applicable Environmental Law. "Release" or "Released" means disposed, discharged,
injected, spilled, leaked, leached, dumped, emitted, escaped or emptied in, on, or under any land,
water, or air, or otherwise entered into the environment, and as otherwise more broadly defined in
applicable Hazardous Material Law.
15. Damage or Destruction.
A. Notice. If any buildings or other improvements situated on the Property or Leased
Premises are damaged or destroyed by fire,flood, windstorm,tornado or other casualty, Fort Worth
shall immediately give written notice of the damage or destruction to Tarrant.
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B. Partial Damage. If the Building or other improvements situated on the Property are
damaged by fire, tornado or other casualty, but not to such an extent that rebuilding or repairs
cannot reasonably be completed within one hundred twenty (120) days from the date Tarrant
receives written notification by Fort Worth of the occurrence of the damage,then this Agreement
will not terminate, but Tarrant shall proceed with reasonable diligence to rebuild or repair the
Building and other improvements on the Property(other than the Leased Premises)to substantially
the condition they were in before the damage. Tarrant will not be required to rebuild or repair the
damage if the rebuilding or repair of the damage is estimated by the professionals who would
perform the construction or repairs to take longer than all outstanding renewal terms on the
Agreement. Tarrant may, at Tarrant's option, terminate this Agreement by promptly delivering a
written termination notice to Fort Worth, in which event the rent will be abated for the unexpired
portion of the Term, effective on the date of receipt by Tarrant of the written notification of the
damage. To the extent the Property cannot be occupied(in whole or in part) after the casualty, the
rent payable under this Agreement during the period the Property cannot be fully occupied will be
adjusted equitably.
C. Substantial or Total Destruction. If the Building or other improvements situated on
the Property are substantially or totally destroyed by fire,tornado,or other casualty,or so damaged
that rebuilding or repairs cannot reasonably be completed within one hundred twenty (120) days
after the date Tarrant receives written notification from Fort Worth of the occurrence of the
damage, either Tarrant or Fort Worth may terminate this Agreement by promptly delivering a
written termination notice to the other party, in which event the monthly installments of rent will
be abated for the unexpired portion of the Term,effective on the date of the damage or destruction.
If neither party promptly terminates this Lease,Tarrant shall proceed with reasonable diligence to
rebuild and repair the Building and other improvements (except that Fort Worth shall rebuild and
repair Fort Worth's Leased Premises). To the extent the Property cannot be occupied(in whole or
in part) after the casualty, the rent payable under this Agreement during the period the Property
cannot be fully occupied will be adjusted equitably.
16. Assignment or Encumbrance.
A. Without the prior written consent of Tarrant, which may be withheld in Tarrant's
sole discretion,Fort Worth may not mortgage,pledge,encumber or assign this Agreement or sublet
the Leased Premises, in whole or in part, to any person, firm, organization or corporation. Any
attempted sublease or assignment without such consent shall be void and of no effect.
B. Fort Worth agrees that it will not create or suffer to be created any lien,
encumbrance or charge upon the Leased Premises. Fort Worth shall satisfy or cause to be
discharged, or will make adequate provision to satisfy and discharge, within sixty (60) days after
the same occurs, all claims and demands for labor, materials, supplies or other items which, if not
satisfied, might by law become a lien upon the Leased Premises or any part thereof.
17. Defaults and Remedies, Termination.
A. Fort Worth's failure to perform or observe any covenant or condition of this
Agreement shall, if continuing thirty (30) days after written notice thereof to Fort Worth (or, if
Page 9 of 20
such default is of a nature that it cannot be completely cured within such thirty (30) days, if Fort
Worth does not commence such curing within thirty (30) days and thereafter proceed with
reasonable diligence and in good faith to cure such default), constitute an "Event of Default"
hereunder.
B. This Agreement and the term and estate hereby granted and the demise hereby made
are subject to the limitation that if and whenever any Event of Default shall occur, Tarrant may, at
its option, terminate this Agreement, in which event Fort Worth shall surrender possession of the
Leased Premises to Tarrant, and in connection therewith Tarrant may enter upon and take
possession of the Leased Premises and expel or remove Fort Worth after Fort Worth receives
notice of such Event of Default.
C. In the event Tarrant elects to terminate this Agreement by reason of an Event of
Default, then, notwithstanding such termination, Fort Worth shall be liable to Tarrant for the sum
of any indebtedness accrued to the date of such termination.
D. If Tarrant defaults in the performance of any of the terms, covenants, or conditions
of this Lease, Fort Worth may give to Tarrant written notice of such default, and if Tarrant does
not cure such default within thirty (30) days, after the giving of such notice (or, if such default is
of a nature that it cannot be completely cured within such thirty (30) days, if Lessee does not
commence such curing within thirty (30) days and thereafter proceed with reasonable diligence
and in good faith to cure such default),then Fort Worth may either (i)terminate this Lease on not
less than thirty(30)days written notice to Tarrant,and on the date specified in said notice the term
of this Lease shall terminate, or(ii) cure Tarrant's default, and deduct the actual expense and cost
of such cure from Fort Worth's rent due under this Agreement.
E. Fort Worth may terminate this Agreement for convenience with one years' written
notice to the Tarrant, or as otherwise agreed to by the parties in writing. Tarrant may terminate
this Agreement for convenience with five years' written notice to Fort Worth, or as otherwise
agreed to by the parties in writing. F. Condition upon Termination. Upon the expiration or
termination of this Agreement, Fort Worth shall surrender the Leased Premises to Tarrant broom
clean. Fort Worth may remove all Fort Worth personal property, furniture, equipment, exposed
cables, exposed IT/phone wiring and equipment, Fort Worth personal property items mounted to
the floor, walls and ceilings. Fort Worth shall remove all Fort Worth trash and leftover Fort Worth
personal property from the Property at the request of Tarrant.
18. Notices.
A. All notices to Tarrant shall be sent to:
David Phillips
Director of Facilities Management
Tarrant County
100 West Weatherford, Room 460
Fort Worth, TX 76196
Page 10 of 20
With a copy to:
G.K. Maenius
Tarrant Administrator
Tarrant County
100 East Weatherford, Room 401 Fort Worth, Texas 76102-4995
B. All notices to Fort Worth shall be sent to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Manager
With a copy to:
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Attorney
C. Mailing of all notices under this Agreement shall be deemed sufficient if mailed
certified, return receipt requested and addressed as specified herein to the other party's address.
All time periods related to any notice requirements specified in this Agreement shall commence
upon the terms specified in the section requiring the notice. In the absence of any such provision,
notice shall be deemed effective on the earlier of actual receipt or three (3) days after mailing.
19. No Options or Rights of First Refusal. It is expressly agreed and acknowledged
that this Agreement is limited to the Leased Premises. Fort Worth shall have no rights to lease
from Tarrant any lands other than the Leased Premises, and all options or rights of first refusal in
and to any portion of the Property, if any, are hereby expressly terminated.
20. Entire Agreement; Modification. This Agreement shall constitute the entire
agreement of Tarrant and Fort Worth, and shall supersede any prior agreements, either oral or
written,pertaining to the Leased Premises. This Agreement cannot be changed or modified orally,
but only by an instrument in writing signed by both parties.
21. Waivers. One or more waivers of any covenant, term, or condition of this
Agreement by either Tarrant or Fort Worth shall not be construed as a waiver of a subsequent
breach of the same covenant,term,or condition. The consent or approval by either Tarrant or Fort
Worth to or of any act by the other party requiring such consent or approval shall not be deemed a
waiver or render unnecessary consent to or approval of any subsequent similar act.
22. No Partnership. No provisions of this Agreement shall be deemed or construed to
constitute a partnership or joint venture. Fort Worth shall have no express or implied right or
authority to assume or create any obligations on behalf of or in the name of Tarrant.
23. Choice of Law, Venue. This Agreement and the relationship created hereby shall
Page 11 of 20
be governed by the laws of the State of Texas. Exclusive venue for any action brought to interpret
or enforce the terms of this Agreement or for any breach shall be in Fort Worth, Tarrant County,
Texas.
24. Construction.
A. Whenever used herein the singular number shall include the plural and the plural
number shall include the singular. Whenever used herein the masculine gender shall include the
feminine and neuter genders and the neuter gender shall refer to any gender.
B. Paragraph headings used in this Agreement are intended for convenience only and
not necessarily to describe the intent of a particular Paragraph and therefore shall not be construed
as limiting the effect of any provision of this Agreement.
25. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or
construed to waive either party's sovereign immunity.
26. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
27. Effectiveness.
A. This Agreement shall be binding upon Tarrant only when approved by Tarrant
Commissioners Court and signed by its County Judge and shall be of no force and effect until so
executed.
B. This Agreement shall be binding upon Fort Worth only when approved by the City
of Fort Worth City Council and signed by its Assistant City Manager and shall be of no force and
effect until so executed.
[SIGNATURES ON FOLLOWING PAGES]
Page 12 of 20
SIGNED ,to be effective as of 2017,the Commencement Date.
TARRANT:
TARRANT COUNTY:
By:
B. Glen Whitley, Tarrant County Judge
APPROVED AS TO FORM
Criminal District Attorney's Office*
*By law, the Criminal District Attorney's Office may only approve contracts for its clients. We
reviewed this document as to form from our client's legal perspective. Other parties may not
rely on this approval. Instead those parties should seek contract review from independent
counsel.
Page 13 of 20
FORT WORTH:
CITY OF FORT WORTH,TEXAS,
a home-rule municipal corporation
By:
Name:
Title:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee
Title
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant City Attorney
ATTEST:
By:
City Secretary
M&C:
1295:N/A
Page 14 of 20
EXHIBIT 1
LEGAL DESCRIPTION
BEING LOT A, LAND 500, an addition to the City of Fort Worth, Tarrant County, Texas,
according to the plat recorded in Volume 388-143, Page 48, Plat Records, Tarrant County, Texas.
Page 15 of 20
EXHIBIT 2
Insert 4 AutoCad drawings here.
Basement,2°d, 3`d and 41 floors.
Page 16 of 20
EXHIBIT"3"
350 West Belknap: City of Fort Worth Basement Lease Space Responsibilities
Building System City of Fort Worth is Responsible County is Responsible
For For
Fire Alarm Any required changes/upgrades Maintenance, repairs and
because of lease space renovations. annual inspections.
Costs because of damage or misuse
by CFW or CFW prisoners.
Fire Sprinkler Any required changes/upgrades Maintenance, repairs and
because of lease space renovations. annual inspections.
Costs because of damage or misuse
by CFW or CFW prisoners.
Fire Extinguishers Responsible for inspection, testing, No.
placement.
HVAC Chillers and Boilers No. Maintenance, repairs and
Serving the Lease Space annual inspections.
HVAC Air Handler#1 and Costs because of damage or misuse Maintenance, repairs and
#lA Serving Lease Space by CFW or CFW prisoners. inspections of new
equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain, repair and inspect
the equipment in place today and
until new equipment is installed.
Page 17 of 20
HVAC Controls, Variable Costs because of damage or misuse Maintenance, repairs and
Air Boxes Serving Lease by CFW or CFW prisoners. inspections of new
Space equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain,repair and inspect
the equipment in place today and
until new equipment is installed.
Sallyport Air Handler and Costs because of damage or misuse Maintenance, repairs and
Exhaust Fans by CFW or CFW prisoners. inspections of new
equipment once the new
Any required changes/upgrades equipment is installed.
because of lease space renovations.
CFW to maintain, repair and inspect
the equipment in place today and
until new equipment is installed.
Sallyport Overhead Doors Maintenance, repair and replacement No, other than repainting
if required. exterior of doors and
frames.
Any required changes/upgrades
because of lease space renovations.
Plumbing Maintenance, repair and replacement Maintenance, repair and
of piping and fixtures inside the replacement of piping on
lease space. the outside of the lease
space.
Responsible for sanitary sewer
piping and fixtures inside the lease Maintenance, repair and
space and the piping under the replacement of domestic
concrete floor of the lease space. water heater.
Any required changes/upgrades
because of lease space renovations.
Waste Disposal Yes. No.
Custodial City to provide all custodial cleaning No.
service within the leased space.
Elevator No. Yes.
Page 18 of 20
Electrical Maintenance, repair and replacement Maintenance, repair and
of electrical system inside the lease replacement of electrical
space such as lights,plugs, controls, systems on the outside of
wiring, panels, switches, etc. the lease space that serve
the lease space.
Any required changes/upgrades
because of lease space renovations. Provide back-up
emergency power to the
lease space for the door
controls, emergency
lights, air handling
equipment.
Provide chilled and hot
water on back-up power
with the new chiller,
boiler and generator.
IT Equipment, Cable, Etc. Yes. No.
to and in Lease Space
Security Cameras, Security Yes. No.
Equipment, Door Controls
in Lease Space
Building Structure & No. Yes.
Envelope
Any required changes/upgrades
because of lease space renovations.
Interior Space Responsible for all interior finishes, Responsible for repairs
walls, doors, ceilings, floors. to lease space caused by
water leaks from above
Responsible for proper management the lease space.
and removal if required of any
asbestos containing materials inside
the lease space.
Any required changes/upgrades
because of lease space renovations.
Parking- Surface Lot Costs for damage or misuse by CFW Maintenance, repair,
employees/invitees. replacement as required.
Signage as required.
Parking- Garage Costs for damage or misuse by CFW Maintenance, repair,
employees/invitees. inspection, cleaning,
security, signage, access
control.
Page 19 of 20
EXHIBIT 4
PARKING
[see attached]
Page 20 of 20
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORTH
COUNCIL ACTION: Approved As Amended on 3/28/2017 - Ordinance No. 22645-03-2017, 22646-
03-2017 & 22647-03-2017
DATE: 3/28/2017 REFERENCE NO.: L-16018 LOG NAME: 21 PMD 350 WEST
BELKNAP STREET
CODE: L TYPE: NON- PUBLIC CONSENT HEARING: NO
SUBJECT: Authorize Execution of a Sale Agreement and Lease Agreement Relative to the Sale of a
City Fee Property Located at 350 West Belknap Street to Tarrant County in the Amount
of$13,500,000.00 and Pay Estimated Closing Costs Up To $40,000.00, Authorize
Transfer of Sale Proceeds from the General Fund to the Solid Waste Fund and the
General Capital Projects Fund and Adopt Appropriation Ordinances (COUNCIL
DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a Purchase and Sale Agreement for the sale of a city fee property located at
350 West Belknap Street, Fort Worth, Texas, to Tarrant County in the amount of$13,500,000.00 and pay
estimated closings costs up to $40,000.00;
2. Authorize the City Manager or his designee to execute and record the appropriate instrument conveying
the property to complete the sale;
3. Authorize the execution of a Lease Agreement with Tarrant County for a portion of the property located
at 350 West Belknap Street, Fort Worth, Texas, for use by the Police Department;
4. Adopt the attached ordinance increasing the estimated receipts and appropriations in the General Fund
in the amount of$13,500,000.00 to reflect sale proceeds;
5. Authorize the transfer of$3,500,000.00 in sale proceeds from the General Fund to the Solid Waste Fund
to effect repayment of a portion of an interfund loan from the Solid Waste Fund;
6. Adopt the attached ordinance increasing receipts and appropriations in the Solid Waste Fund in the
amount of$3,500,000.00 for partial repayment of an interfund loan;
7. Authorize the transfer of$10,000,000.00 in sale proceeds from the General Fund to the General Capital
Projects Fund for various infrastructure and facilities projects; and
8. Adopt the attached ordinance increasing the estimated receipts and appropriations in the General
Capital Projects Fund, Police Facilities and Renovations Project, in the amount of$10,500,000.00.
DISCUSSION:
On April 3, 1979, Tarrant County and the City entered into an Agreement for the construction of the criminal
justice complex located at 350 West Belknap Street. Both parties shared in the cost to construct the
building and related improvements with the City receiving occupancy of the basement plus floors 1 through
4, and the County occupying floors 5 through 8. The building was completed in 1984 and serves as home
for various Fort Worth and Tarrant County law enforcement operations.
An Agreement has been reached to sell the City's portion of the property to Tarrant County for
$13,500,000.00, plus payment by the City of estimated closing costs in the amount
of $40,000.00. Concurrent with the sale of the property Tarrant County has agreed to lease a portion of
the building back to the City for continued use by the Police Department to facilitate prisoner intake/transfer
and general administrative offices. The proposed Lease Agreement with Tarrant County includes the
following terms and provisions:
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017
M&C Review Page 2 of 3
A lease term of 10 years with 2, 5-year options to renew for a portion of the basement level, which
includes the existing prisoner intake facility.
Initial annual rent of $154,998 $174,437.50 for the use of 13,955 square feet of space.
Annual rent to be adjusted in year 6 of the initial 10 year term and at each 5 year renewal period based
on the cumulative increase in the annual CPI over the prior 5-year period.
The City will be responsible for interior maintenance costs, a pro-rata share of common area
maintenance and utility expenses, emergency generator and associated electrical equipment and
Sallyport door units.
The Lease Agreement also allows Fort Worth police personnel to continue occupying a portion of the 1st
floor and floors 2 through 4 subsequent to the sale of the property until April 30, 2018.
Police personnel displaced on April 30, 2018 will be temporarily relocated to the former Police and Fire
Training Academy located at 1000 Calvert Street.
Address/Legal Type of TAD No. Total Sales
Description Property Price
Lot A Land 500 an
Addition to the City of Fort Building/Land 01582798 $ 13,500,00.00
Worth 11 11 1
--]Estimated $ 40,000.00
Closing Costs
Total $13,460,000.00
Amount
In connection with the construction of the new public safety training facility, the City Council authorized
interfund loans from the Solid Waste Fund totaling $20,522,957.00 for interim financing (M&C C-25798). Of
that amount, $10,000,000.00 has already been repaid. Staff proposes using $3,500,000.00 from the current
sale proceeds to pay a portion of the remaining balance of the interfund loan and will be requesting
payment for the remainder from the Crime Control and Prevention District in a series of three payments
beginning with Fiscal Year 2018.
Staff is proposing that the other$10,000,000.00 in sale proceeds be deposited in the General Capital
Projects Fund to fund other infrastructure and facility needs.
This property is located in COUNCIL DISTRICT 9, Mapsco 62Y.
This contract will be with a governmental entity, state agency or public institution of higher
education: Tarrant County.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval, all proceeds realized from the sale of the facility will be
appropriated and transferred as outlined in the above Recommendations section.
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 I ID Year (Chartfield 2)
Submitted for City Manager's Office by: Jay Chapa (5804)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017
M&C Review Page 3 of 3
Originating Department Head: Steve Cooke (5118)
Additional Information Contact: Steve Cooke (5118)
ATTACHMENTS
021PMD 350 WEST BELKNAP STREET A017-1(General Fund).docx
021 PMD 350 WEST BELKNAP STREET A017-2(Solid Waste Fund).docx
021 PMD 350 WEST BELKNAP STREET AO 1 7-3(General Capital Protects Fund).docx
350 West Belknap MC Site Map.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=22898&councildate=3/28/2017 5/11/2017