HomeMy WebLinkAboutContract 53912 CSC No. 53912
RECEIVED
MAY 15 2020
CINFFNTWORT PURCHASE AND SALE AGREEMENT
CITySFCRETAny
THIS PURCHASE AND SALE AGREEMENT(this"Agreement")dated as of the Effective Date(defined
below) is between TOTAL E&P USA REAL ESTATE, LLC ("Seller"), and CITY OF FORT WORTH
("Buyer").
1. Agreement to Sell and Purchase.
(a) Proper . Subject to the terms and conditions of this Agreement, Seller agrees to
sell and Buyer agrees to purchase that certain real property located in Fort Worth, Tarrant County, Texas
consisting of approximately 50.9 acres, and which is more particularly described on EXHIBIT A attached
as a part hereof(the"Land")together with all of Seller's right, title and interest in and to all streets, alleys,
easements and rights of way in, on, across, in front of, abutting or adjoining the Land and any other
appurtenances belonging thereto(together with the Land hereinafter collectively called the"Property").
(b) Intentionally Deleted.
2. Mineral Rights. It is expressly acknowledged by Buyer that the conveyance provided for
herein by Seller shall not include(and the Deed, as defined below, shall expressly exclude and reserve unto
Seller) any of Seller's right, title or interest in and to all oil, gas and other minerals located in, on or under
the Land and that may be produced therefrom (such excluded rights hereinafter the "Mineral Rights");
provided, however, that as a part of such reservation by Seller, the Deed shall provide that the use of the
surface of the Land in connection with the exercise of the reserved Mineral Rights shall be restricted such
that Seller waives all rights to the surface of the Land and the right to conduct operations of whatsoever
nature with respect to the exploration for, exploitation of,mining,production,processing,transporting and
marketing of oil, gas or other minerals from the Land but that nothing shall restrict or prohibit the pooling
or unitization of the portion of the Mineral Rights with land other than the Land, or the exploration or
production of the oil, gas and other minerals by means of wells that are drilled or mines that open on land
other than the Land but enter or bottom under the Land,or by any other method that does not require ingress
and egress over the surface of the Land. The Deed shall also reserve to the Seller(i)a perpetual subsurface
easement under and through the Land at depths below five hundred feet (500') below the surface of the
earth for the placement of an unlimited number of well bores from oil or gas wells the surface locations of
which are situated on tracts of land other than the Property,for the purpose of developing oil,gas and other
minerals in and under the Property and/or any other lands,regardless of whether such other lands are pooled
with or located near the Property and(ii) any rights to use subsurface reservoirs and pore space at depths
below five hundred feet(500') below the surface of the earth in which to inject, dispose, sequester and/or
store oil, gas and other minerals located in, on or under the Land but only to the extent, in each case that
any such use,injection, disposal,storage, sequestration or storage must be accomplished without disturbing
the surface of the Land or any improvements now or hereafter situated thereon and in compliance with all
applicable laws.
3. Purchase Price and Earnest Money. The purchase price for the Property shall be SIX-
HUNDRED TEN THOUSAND and No/100 Dollars ($610,000.00) (the"Purchase Price"), payable as
follows:
(a) Earnest Money. Within five (5) business days following the Effective Date of
this Agreement,Buyer shall deposit the sum of TEN-THOUSAND and No/100 Dollars($10,000.00)in the
form of immediately available funds(together with any interest earned thereon,the"Earnest Money")and
a signed copy of this Agreement with Fidelity National Title Company - The Baker Firm, PLLC,
4541 Bellaire Drive South, Suite 101, Fort Worth, Texas 76109, Attn: Nikki Jackson (the "Title
Company"). In the event that the Buyer fails to timely deposit the Earnest Money, then Seller shall have— _
UFMCOAL RECORD
25278443v.1 136316/00060 MY SECRETARY
FT WORTH,T
the right to terminate this Agreement by written notice to Buyer delivered at any time thereafter until such
time as the Earnest Money is actually deposited. The Earnest Money shall be held by the Title Company
in an interest bearing, FDIC insured, account. Any interest on the Earnest Money shall be a part of the
Earnest Money and paid in accordance with the provisions of this Agreement. The Earnest Money shall be
applied towards the Purchase Price on the Closing Date(as defined below)if the conveyance of the Property
closes.
(b) Balance at Closing. Subject to the credits and adjustments set forth in this
Agreement,Buyer shall pay the balance of the Purchase Price to Seller at Closing(as defined below)in the
form of immediately available funds.
(c) Independent Consideration. Notwithstanding anything herein to the contrary, a
portion of the Earnest Money in the amount of One Hundred and No/100 Dollars ($100.00) shall be non-
refundable to Buyer and will be paid over to Seller upon any termination of this Agreement as independent
consideration for this Agreement(the"Independent Consideration"). Any term or provision herein which
provides for the return of the Earnest Money to Buyer shall mean the Earnest Money, less the Independent
Consideration which shall be promptly paid over to Seller. The Independent Consideration shall be applied
towards the Purchase Price on the Closing Date if the conveyance of the Property hereunder closes in
accordance with this Agreement.
4. Effective Date. The"Effective Date"of this Agreement shall mean the date on which the
Title Company executes this Agreement below, acknowledging receipt a fully executed copy of this
Agreement.
5. Inspection Period; Investigations and other Approvals.
(a) Buyer shall have the period of time (the "Inspection Period") beginning on the
Effective Date of this Agreement and ending at 5:00 p.m. CST on June 1,2020,to enable Buyer to conduct
and obtain all inspections, examinations, investigations and tests as Buyer considers appropriate for
determining the present condition of the Property and whether Buyer desires to complete the purchase of
the Property in accordance with the terms hereof, at Buyer's sole cost and expense.
(b) Buyer shall be solely responsible, at Buyer's sole cost and expense, for obtaining
all governmental approvals necessary for Buyer's intended use and development of the Property, namely
zoning and other such matters (collectively, "Approvals"). Buyer shall not make any submissions or
applications to, or correspond with, any governmental entity regarding the Property with respect to such
Approvals without Seller's prior written consent, which shall not be unreasonably withheld. Seller shall
reasonably cooperate with Buyer's efforts to obtain the Approvals, at no cost or liability to Seller. Seller
acknowledges that Buyer may need to obtain Approvals that will be conditioned upon Buyer's acquisition
of the Property,and that such Approvals,which shall only be effective after the Closing, shall be permitted.
(c) Buyer shall have the right to terminate this Agreement for any reason whatsoever
or for no reason before the expiration of the Inspection Period by sending written notice thereof to Seller
and the Title Company on or before the expiration of the Inspection Period. If Buyer timely delivers such
notice of termination, then this Agreement shall terminate and have no further force or effect, and Buyer
shall be entitled to a full refund of the Earnest Money, less the Independent Consideration,promptly after
Buyer delivers to Seller copies of all surveys,inspections,and reports that Buyer obtained for the Property.
If such notice is not given by the expiration of the Inspection Period, then Buyer shall be deemed to have
approved the Property as set forth above and in such event, Buyer shall be deemed to have waived any
further right to terminate this Agreement and the Earnest Money shall be deemed earned by Seller, and
shall thereafter be non-refundable to Buyer except as otherwise expressly provided herein.After such copies
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of all surveys, inspections, and reports that Buyer obtained for the Property are delivered to Seller, the
parties agree that the Title Company shall be and is hereby instructed to disburse the Earnest Money in
accordance herewith without the need for any additional authorization or documents executed at the time
of such disbursement.
Subject to the terms hereof, Buyer shall have the right during the period from the Effective Date through
the Closing Date(unless this Agreement is terminated earlier as provided herein),to enter upon the Property
at all reasonable times and from time to time for any purpose contemplated by the terms and conditions
hereof; provided, however, that any entry shall be at the sole cost, expense and risk of Buyer, and that,
except for the mere discovery of existing defects or conditions affecting the Property, Buyer hereby
indemnifies and agrees to hold Seller harmless from and against any and all loss, cost or expense(including
attorneys' fees and expenses) resulting directly or indirectly, from any entry by Buyer, or any employee,
agent, principal of, or independent contractor with, the Buyer, upon the Property. SUCH
INDEMNIFICATION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE FOR THE BENEFIT OF SELLER, EVEN IF THE APPLICABLE CLAIM IS CAUSED
BY THE ACTIVE OR PASSIVE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF
SELLER, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT
LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SELLER, BUT WILL NOT BE
ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A
FINAL JUDGMENT THAT A CLAIM IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE OF SELLER. Buyer shall notify Seller not less than two(2)business days in advance of
any such proposed entry, and Seller may (to the extent it timely makes personnel available) be present
during any such entry by Buyer. Further, Buyer agrees to (a) satisfy any and all mechanic's liens which
may be filed or threatened against the Property as a result of such entry by Buyer, or any of its employees,
agents,principals or independent contractors,onto the Property,(b)if this transaction does not close,repair
any damage to the Property caused by Buyer or its agents or employees and restore the Property to
substantially the same condition existing at the time immediately prior to any such damage, and(c) if this
transaction does not close, remove from the Property all boulders and other protective items placed at the
Propety by Buyer. Prior to any entry on the Property, Buyer shall provide to Seller evidence of self-
insurance and workers compensation,if required in accordance with applicable state law. No inspection of
the Property by Buyer under the provisions of this Section 5 shall interfere with the operation of the Property
or the conduct of business thereon by Seller or its employees and invitees. Nothing in this Agreement is
intended to nor shall it be construed as a waiver of any immunity to which Buyer is entitled under the
Constitution of the State of Texas and by other applicable law. Any indemnification and hold harmless
provisions set forth in this Agreement are applicable to Buyer only to the extent that such provisions are
enforceable under the Constitution of the State of Texas and by other applicable law,but do not expand or
increase the liability or scope of Buyer's liability under the Constitution of the State of Texas and by other
applicable law.
(d) Seller hereby consents to Buyer conducting a Phase I Environmental Site
Assessment of the Property (a "Phase l") during the Inspection Period, if it so desires. Upon request of
Seller,Buyer shall promptly furnish a copy thereof to Seller as provided above. If,as a result of the Phase
I which Buyer so obtains, Buyer deems it appropriate to have a Phase II Environmental Site Assessment
("Phase IT') of the Property performed, Buyer shall present Seller with a detailed plan or proposal for the
conducting of the Phase II for Seller's prior approval thereof. Buyer shall obtain Seller's prior written
approval or consent before performing the Phase II in the manner so proposed, which said consent or
approval of the Phase II can be granted or denied by Seller in its sole and absolute discretion. Seller may
have a representative present at any time that Buyer or its representative is on the Property for any and all
such testing or inspection of the Property. Buyer shall provide Seller at least seventy-two (72) hours
advance written notice before it conducts any Phase II test to which Seller has given its prior written consent
and at least twenty-four (24) hours advance written notice of any such other proposed testing to be
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conducted, at any time, on the Property by Buyer or its representative. Buyer and its agents, employees
and contractors shall keep in strict confidence all information obtained related to such tests and inspections
of the Property, and this obligation shall survive the termination of this Agreement, for any reason, for a
period of one(1)year.
(e) The terms and conditions contained in this Section 5 shall survive the termination
of this Agreement or the Closing,whichever is applicable.
6. Due Diligence Materials.
(a) Within five(5)business days after the Effective Date, Seller will deliver or cause
to be delivered to Buyer copies of any prior survey of the Property and any environmental site assessment
of the Property,if and to the extent the same are in Seller's possession(herein"Due Diligence Materials"),
which Seller will have the option of delivering in an electronic format such as by email or via a web based
data room.
(b) If the transaction contemplated by this Agreement fails to close for any reason
whatsoever,Buyer shall promptly return to Seller all of the Due Diligence Materials and will not retain any
copies, extracts or other reproductions in whole or in part thereof.
(c) Buyer acknowledges and agrees that,except for the representations and warranties
of Seller expressly set forth in Section 8 hereof, Seller delivers or makes available the Due Diligence
Materials described in this Section 6 without representation or warranty as to the accuracy thereof, and
Buyer specifically acknowledges and agrees that Seller shall have no liability or responsibility for any
inaccuracy thereof. Buyer,relying on its own evaluation of the Property,disclaims any reliance on the Due
Diligence Materials or on any statements (oral or written)which may have been made or may be made by
Seller, Seller's broker, or any other party, concerning the Due Diligence Materials. BUYER
ACKNOWLEDGES AND UNDERSTANDS THAT THE DUE DILIGENCE MATERIALS AND ANY
OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER PURSUANT TO THIS
AGREEMENT MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER AND THAT
NEITHER SELLER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, BROKERS OR CONTRACTORS MAKE NOR
HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR
IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY THEREOF. BUYER
SPECIFICALLY RELEASES SELLER, AND ITS AFFILIATES AND THEIR RESPECTIVE
MEMBERS, OFFICERS,EMPLOYEES, AGENTS,ATTORNEYS,BROKERS AND CONTRACTORS
FROM ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES WHETHER SUIT IS
INSTITUTED OR NOT), WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT,
ASSERTED AGAINST OR INCURRED BY BUYER BY REASON OF THE INFORMATION
CONTAINED IN, OR THAT SHOULD HAVE BEEN CONTAINED IN, SUCH DUE DILIGENCE
MATERIALS OR OTHER INFORMATION.
7. Title; Survey; Obiections.
(a) As soon as practicable after the Effective Date,Seller will cause the Title Company
to issue and deliver to Buyer a current TLTA Form T-7 Commitment for Title Insurance (the "Title
Commitment") for standard TLTA Form T-1 Owner's Policy of Title Insurance in the amount of the
Purchase Price ("Title Policy"). Buyer may obtain a new Land Title Survey of the Property, certified to
Buyer, Seller, and the Title Company, dated after the Effective Date,by a registered professional engineer
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or registered professional surveyor (the"Survey"). Buyer shall promptly deliver a copy of the Survey to
Seller.
(b) By that date which is later of(a) five(5) days after Buyer's receipt of the later of
the Title Commitment and Survey or (b) twenty (20) days before the expiration of the Inspection Period
(the "Objection Deadline"), Buyer may give written notice to Seller and the Title Company ("Objection
Notice") of any matters contained in the Title Commitment or the Survey to which Buyer objects ("Title
Objections"). Any matters in the Title Commitment or Survey to which Buyer does not timely object (or
to which Buyer objects but which Seller is not obligated to cure) shall constitute"Permitted Exceptions."
Any items which appear as exceptions in Seller's vesting deed and any matters reflected on the Prior Survey
shall be Permitted Exceptions. Seller shall not be obligated to cure or attempt to cure any Title Objection,
other than voluntary liens or deeds of trust filed against the Property arising by,through, or under Seller or
mechanics liens resulting from the acts or omissions of Seller. Should any such Title Objections remain
uncured as of the expiration of the Inspection Period, then Buyer's exclusive rights under this Agreement
shall be to either (i)terminate this Agreement by delivering written notice thereof by the expiration of the
Inspection Period,in which case the Earnest Money shall be refunded to Buyer after Buyer delivers to Seller
copies of all surveys, inspections, and reports that Buyer obtained for the Property and the applicable
Independent Consideration shall be promptly paid over to Seller and thereafter neither Buyer nor Seller
shall have any further rights or obligations hereunder (except for those which expressly survive the
termination hereof), or (ii)waive any Title Objections and close under this Agreement. In the event that
Buyer does not timely terminate this Agreement as provided herein, then Buyer shall be deemed to have
approved the state of the title to the Property, and Buyer shall have no further right to terminate this
Agreement related thereto.
8. Representations and Warranties.
(a) Seller represents and warrants to Buyer that Seller is a duly organized and validly
existing limited liability company in good standing under the laws of the state of its organization. Seller
has or will have as of the Closing full capacity, right,power and authority to execute, deliver and perform
this Agreement and all documents to be executed by Seller pursuant hereto, and any required action and
approvals therefor have been or will be as of the Closing duly taken and obtained. The individuals signing
this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are
or will be as of the Closing duly authorized to sign the same on Seller's behalf and to bind Seller thereto.
Neither the execution, delivery or performance of this Agreement by Seller, nor the consummation of the
transactions contemplated hereby will violate any order,judgment,injunction,award or decree of any court
or arbitration body,by or to which Seller or the Property are or maybe bound or subject. All representations
and warranties of Seller set forth herein shall survive the Closing or earlier termination of this Agreement
for a period of six(6)months; and all suits or actions for breach of any such representations or warranties
must be brought within two years and one day following the date on which the cause of action shall have
accrued during the six (6) month survival period, any longer statute of limitations period for the bringing
of such actions being hereby waived.
(b) Buyer has full capacity,right,power and authority to execute,deliver and perform
this Agreement and all documents to be executed by Buyer pursuant hereto, and all required action and
approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other
documents executed or to be executed pursuant hereto on behalf of Buyer are and shall be duly authorized
to sign the same on Buyer's behalf and to bind Buyer thereto. Neither the execution, delivery or
performance of this Agreement by Buyer, nor the consummation of the transactions contemplated hereby
will(a)violate or conflict with any provision of the organizational documents of Buyer, or(b)violate any
order,judgment, injunction, award or decree of any court or arbitration body, by or to which Buyer is or
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may be bound or subject. All representations and warranties of Buyer set forth herein shall survive the
Closing or earlier termination of this Agreement for a period of six(6)months.
9. Disclaimers; Releases and Limitations.
(a) BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS A
KNOWLEDGEABLE,EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. BUYER
ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE
BY SELLER IN SECTION 8 (AS LIMITED BY THIS SECTION 9) AND IN THE DEED, BUYER
DISCLAIMS ANY RELIANCE UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR
INDIRECTLY,ANY STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY MEMBER,
OFFICER, DIRECTOR, TRUSTEE, BROKER, AGENT, EMPLOYEE OR OTHER PERSON ACTING
OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES.
(b) WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE
PRECEDING PARAGRAPH, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS
AGREEMENT,SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY"AS IS",
"WHERE IS" AND "WITH ALL FAULTS" AND WITH ANY AND ALL LATENT AND PATENT
DEFECTS AND THAT THERE IS NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, WARRANTIES
WITH RESPECT TO HABITABILITY,MARKETABILITY,USE OR FITNESS FOR A PARTICULAR
PURPOSE) MADE BY SELLER WITH RESPECT TO THE PROPERTY (EXCEPT FOR THE
REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 8(AS LIMITED BY THIS
SECTION 9)AND IN THE DEED, ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH
EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BUYER
ACKNOWLEDGES THAT IT HAS BEEN OR WILL BE GIVEN ADEQUATE TIME TO CONDUCT
WHATEVER EXAMINATION, EVALUATIONS, INSPECTIONS, REVIEWS, STUDIES OR TESTS
OF THE PROPERTY AND ITS CONDITION AS BUYER MAY DESIRE OR DETERMINE
WARRANTED, AND THAT BUYER DISCLAIMS ANY RELIANCE ON ANY REPRESENTATION,
WARRANTY,STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR ITS
CONDITION BY SELLER(EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET
FORTH IN SECTION 8 (AS LIMITED BY THIS SECTION 9) AND IN THE DEED) OR ANY OF
SELLER'S AFFILIATES OR ANY MEMBER,OFFICER,DIRECTOR,TRUSTEE,BROKER,AGENT,
EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER
OR ANY OF ITS AFFILIATES,BUT BUYER IS RELYING SOLELY ON ITS OWN EXAMINATION,
EVALUATIONS, INSPECTIONS,REVIEWS, STUDIES OR TESTS OF THE PROPERTY.
(c) WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS,
EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 8(AS
LIMITED BY THIS SECTION 9), BUYER EXPRESSLY RELEASES AND DISCHARGES SELLER
AND ITS AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, ATTORNEYS, AGENTS, BROKERS AND CONTRACTORS FROM ANY AND ALL
OBLIGATIONS,CLAIMS,ADMINISTRATIVE PROCEEDINGS,JUDGMENTS,DAMAGES,FINES,
COSTS,AND LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF
THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE "CLAIMS"') (WHETHER
KNOWN OR UNKNOWN, AND WHETHER CONTINGENT OR LIQUIDATED) INCLUDING BUT
NOT LIMITED TO THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY
ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE A
RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically
includes any Claims under any Environmental Laws or with respect to any Environmental Risk.
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"Environmental Laws"means all applicable legal requirements regarding health,safety or the environment
and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation
and Recovery Act(42 U.S.C. §§6901 et seq.),the Comprehensive Environmental Response,Compensation
and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Emergency Planning and Community Right to
Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water
Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health
Act(29 U.S.C. §§ 651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et
seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as any of the same may be amended
from time to time,and any other state or local law dealing with environmental matters,and any regulations,
orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of
whether the same are in existence on the date of this Agreement. IT IS SPECIFICALLY INTENDED BY
SELLER AND BUYER THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT,
IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, WITHOUT
LIMITATION,PRE-EXISTING CONDITIONS,STRICT LIABILITY OR THE NEGLIGENCE OF ANY
PARTY OR PARTIES [INCLUDING SELLER], WHETHER SUCH NEGLIGENCE BE SOLE, JOINT
OR CONCURRENT,ACTIVE OR PASSIVE). An"Environmental Risk"consists of(a)the presence of
any asbestos or asbestos containing materials, (b)the presence, Release, threatened Release, discharge, or
threatened discharge of any radioactive materials or "hazardous substance" or "hazardous waste" (as
defined by any Environmental Laws), or (c) the presence, Release, threatened Release, discharge, or
threatened discharge of any oil or other substance containing polychlorinated biphenyl (as defined in
40 CFR 761.3). "Release"shall mean without limitation any spilling,leaking,pumping,pouring,emitting,
emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment
(including the abandonment or discarding of barrels, containers and other closed receptacles).
(d) THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE CLOSING
WITHOUT LIMITATION.
10. The Closing.
(a) The Closing Date. The closing ("Closing") shall take place at the Title
Company's office on a date and time mutually agreed upon by the parties (the "Closing Date") which is
not later than June 16, 2020. Neither party shall have the obligation to have an authorized representative
physically present at the Closing. All documents and payments shall be delivered on the Closing Date in
escrow at the place of Closing specified herein.
(b) Seller's Closing Requirements. At the Closing, Seller will: (i) execute,
acknowledge and deliver a special warranty deed in the form attached to this Agreement as EXHIBIT B,
subject to the insertion of the Permitted Exceptions; (ii) execute and deliver a declaration of non-foreign
status; (iii) deliver evidence that the person executing the Seller's closing documents is authorized to bind
Seller; (iv) execute and deliver a closing or settlement statement prepared by the Title Company and
approved by Seller detailing the net proceeds due to Seller,after taking into account the allocation of closing
costs under this Agreement; and (v) execute and deliver any notices, affidavits, and other documents
reasonably and customarily required by the Title Company or by applicable law for the Closing.
(c) Buyer's Closing Requirements. At the Closing,Buyer will: (i)pay the Purchase
Price in immediately available funds, credit being given for the Earnest Money; (ii) execute and deliver a
closing or settlement statement prepared by the Title Company and approved by Buyer detailing the gross
amount due from Buyer,after taking into account the allocation of closing costs under this Agreement; and
(iii) execute and deliver any notices, affidavits, and other documents reasonably and customarily required
by the Title Company or by applicable law for the Closing.
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11. Closing Costs. Seller and Buyer shall pay the closing costs as follows:
(a) Taxes. The real and personal property taxes for the Property for the year in which
the Closing occurs shall be prorated on a calendar year and per diem basis as of the Closing Date(based on
actual ad valorem taxes for the year preceding the Closing), with Seller paying for such taxes through the
Closing Date and Buyer paying for such taxes thereafter. If this sale or Buyer's use of the Property after
Closing results in the assessment of additional taxes,penalties or interest("Roll Back Taxes") for periods
prior to Closing,the Roll Back Taxes will be the obligation of Buyer.Obligations imposed by this paragraph
will survive Closing.
(b) Fees and Costs. Seller and Buyer shall split equally any and all customary closing
costs, fees and other charges of the Title Company. Buyer and Seller shall pay their respective attorneys'
fees.
(c) Recording Fees. Buyer shall pay the costs for recording the Deed. Seller shall
pay the costs of recording any document to cure a Title Objection which Seller elects to cure, and any and
all other recording costs shall be paid by Buyer, including for any financing.
(d) Title Policy. Buyer shall pay the costs to issue the Title Commitment and the
premium for the basic Title Policy. Buyer shall pay the costs of any additional premiums for endorsements
or extended coverage, including the costs associated with the removal of the so-called survey exception.
Buyer shall pay all costs associated with any title costs for financing, including lender's title insurance
premiums, if any.
(e) Survey. Buyer shall pay the cost and expense of the Survey.
12. Possession. On the Closing Date, Seller shall deliver possession of the Property to Buyer,
free, clear and discharged of possession or use and the right of possession or use by any and all individuals
and entities except for the Permitted Exceptions.
13. Commissions. Contingent entirely on the completion of the Closing of the transaction
contemplated hereby in accordance with the terms hereof, then at Closing, Seller shall pay a real estate
commission to Eric Walsh of Ulterre ("Broker") in accordance with a separate agreement. Both parties
represent and warrant to each other that neither has dealt with any broker or finder(other than the Broker)
in respect to the transaction contemplated hereby. Seller covenant and agrees that it will defend,indemnify
and hold the Buyer harmless from and against all liabilities, claims, demands and actions by third parties
for brokerage, commission, finder's or other fees relative to negotiation or execution of this Agreement, or
the purchase and sale of the Property,and any court costs,attorneys' fees or other costs or expenses arising
therefrom, alleged to be due to the indemnifying party's acts. Such indemnities shall survive any
termination or Closing of this Agreement.
14. Risk of Loss.
(a) Material Casualty. All risk of loss to the Property shall remain with Seller prior
to Closing. If the Property is damaged by any casualty or other occurrence prior to the Closing, Seller shall
promptly notify Buyer in writing(the"Casualty Notice"). The Casualty Notice shall include a description
of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's
good faith reasonable determination as to whether or not the casualty damage is covered by Seller's
insurance. If the Property is materially damaged prior to Closing and Seller is either unable or unwilling
to restore the Property prior to Closing to substantially the same condition it was prior to the casualty,then
at Buyer's sole option, Buyer may (i) elect to terminate this Agreement by giving written notice of such
25278443v.1 136316/00060
election to Seller and the Title Company not later than the Closing Date,in which event the Earnest Money
shall be returned to Buyer, all obligations of the parties hereunder shall terminate(other than those matters
which expressly survive the early termination of this Agreement),and this Agreement shall otherwise have
no further force and effect, or (ii) elect to take the Property as it then is, in which event the parties will
proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price. Buyer's failure
to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to
proceed to close the transaction in accordance with the terms of this Agreement.
(b) Eminent Domain. In the event all or any material portion of the Land is taken by
eminent domain or any eminent domain or condemnation proceeding is instituted (or notice of same is
given) prior to Closing, Seller shall promptly notify Buyer in writing (the "Eminent Domain Notice")
which shall include a description in reasonable detail of the property to be taken. In such event then at
Buyer's sole option, Buyer may (i) elect to terminate this Agreement by giving written notice of such
election to Seller and terminate this Agreement by giving written notice of such election to Seller and the
Title Company not later than the Closing Date, in which event the Earnest Money shall be returned to
Buyer, all obligations of the parties hereunder shall terminate (other than those matters which expressly
survive the early termination of this Agreement), and this Agreement shall otherwise have no further force
and effect, or (ii) elect to proceed to Closing, in which event Buyer shall take the Property as it then is.
Buyer's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be
an election to proceed to close the transaction in accordance with the terms of this Agreement. As used
herein,a"taking"shall be deemed to include a voluntary conveyance in lieu of a taking by eminent domain.
15. Default and Remedies.
(a) Default by Seller. In the event the Closing of the purchase and sale transaction
provided for herein does not occur as herein provided by reason of any default of Seller, Buyer may, as
Buyer's sole and exclusive remedy, elect by notice to Seller within five (5) business days following the
scheduled Closing Date, either of the following: (i) terminate this Agreement, in which event Buyer will
receive from the Title Company the Earnest Money,whereupon Seller and Buyer will have no further rights
or obligations under this Agreement(other than those matters which expressly survive the early termination
of this Agreement); or(ii) seek the remedy of specific performance of the Agreement, and in either event,
Buyer hereby waives all other remedies,including without limitation,any claim against Seller for damages
of any type or kind including, without limitation, consequential or punitive damages. Failure of Buyer to
make the foregoing election within the foregoing five(5)business day period shall be deemed an election
by Buyer to terminate this Agreement and receive from the Title Company the Earnest Money,whereupon
Seller and Buyer will have no further rights or obligations under this Agreement(other than those matters
which expressly survive the early termination of this Agreement).
(b) Default By Buyer. In the event the Closing and the consummation of the
transactions contemplated herein do not occur as provided herein by reason of any default of Buyer, Seller,
as its sole and exclusive remedy, shall have the right to terminate this Agreement and receive or retain the
Earnest Money, such sum being agreed upon as liquidated damages for the failure of Buyer to perform this
Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining Seller's damages.
No delay in the exercise of any right or remedy accruing to Seller upon any breach by Buyer under this
Agreement will impair such right or remedy or be construed as a waiver of any such breach theretofore or
thereafter occurring. The waiver by Seller of any condition or the breach of any term,covenant or condition
in this Agreement will not be deemed to be a waiver of any other condition or of any subsequent breach of
the same or any other term, covenant or condition in this Agreement. Notwithstanding the foregoing,
nothing contained herein will limit Seller's remedies at law, in equity or as herein provided in the event of
a breach by Buyer of any of the matters which expressly survive closing after closing or those matters which
expressly survive the early termination of this agreement after termination.
25278443v.1 136316/00060
(c) Consequential and Punitive Damages. Each of Seller and Buyer waive any right
to sue the other for any consequential or punitive damages or lost profits for any matter or claim arising
under this Agreement. This Section 15(c) shall survive Closing or early termination of this Agreement.
16. Miscellaneous.
(a) Anti-Corruption. Buyer agrees to fully comply with Seller's Anti-Corruption
policy set forth on EXHIBIT C attached hereto. In the event of a conflict between the terms and provisions
of EXHIBIT C and the remainder of this Agreement, the terms and provisions of this EXHIBIT C shall
govern and control. The entirety of EXHIBIT C attached hereto is incorporated herein by this reference.
By its execution of this Agreement, Buyer shall be deemed to have agreed to the terms, conditions, and
provisions of EXHIBIT C attached hereto.
(b) Severability. If any provision of this Agreement shall be held to be void or
unenforceable for any reason,the remaining terms and provisions hereof shall not be affected thereby.
(c) Time; Force Majeure.
i. Time is of the essence of this Agreement; however, if the terms of this Agreement
provide for the performance of any act or the expiration of any time period on a Saturday, Sunday or federal
or City of Fort Worth holiday, the due date or the expiration date shall take place on the next date that is
not a Saturday, Sunday or federal or City of Fort Worth holiday.
ii. If either party is unable, either in whole or part,to fulfill its obligations under this
Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies;
wars; blockades; insurrections; riots; pandemics; public health crises; earthquakes; fires; floods; restraints
or prohibitions by any court,board,department, commission, or agency of the United States or of any state;
declaration of a state of disaster or emergency by the federal, state, county, or City government in
accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the
United States Department of Homeland Security or any equivalent alert system that may be instituted by
any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other
reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations and
time periods so affected by such Force Majeure Event will be suspended only during the continuance of
such Event. Notwithstanding anything to the contrary, in no event shall the Closing Date be delayed by
more than ten(10)business days on account of a Force Majeure Event.
(d) Binding Effect;Assignment. The provisions of this Agreement shall inure to the
benefit of and bind the legal representatives, successors,and permitted assigns of the parties hereto. Buyer
may not assign this Agreement without first obtaining Seller's prior written consent thereto, which can be
withheld or denied in Seller's sole and absolute discretion. If Seller consents to an assignment, the
originally named Buyer herein shall be released from further liability under this Agreement. Any
assignment in contravention of this Section shall be void. Any assignee shall be deemed to have made any
and all representations and warranties made by Buyer hereunder, as if the assignee were the original
signatory hereto.
(e) Amendment and Waiver. This Agreement may be amended only by an
instrument in writing executed by Seller and Buyer, with a copy sent to the Title Company. Either Buyer
or Seller may waive any requirement to be performed by the other, provided that said waiver shall be in
writing and executed by the party waiving the requirement.
25278443v.1 136316/00060
(f) Integrated Agreement. This Agreement, together with the Exhibits hereto,
constitutes the entire agreement between Buyer and Seller relating to the sale and purchase of the Property,
and there are no agreements,understandings,restrictions,warranties, or representations with respect to the
Property between Buyer and Seller other than those set forth herein.
(g) Choice of Law. It is the intention of Seller and Buyer that the laws of Texas shall
govern the validity of this Agreement,the construction of its terms, and the interpretation of the rights and
obligations of Buyer and Seller hereunder. If either party employs an attorney or attorneys to enforce any
of the provisions hereof, or to recover damages for the breach of this Agreement, the non-prevailing party
in any final judgment or award agrees to pay the other party all reasonable costs, charges and expenses,
including reasonable attorney's fees, expended or incurred in connection therewith, not to exceed
$100,000.00. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction
in Tarrant County, Texas.
(h) Intentionally Omitted.
(i) Notice. Any notices or other communications required or permitted by this
Agreement shall be in writing and delivered personally, or by messenger or a nationally recognized
overnight courier service, or by email, or alternatively, shall be sent by United States certified mail,return
receipt requested. The effective date of any notice shall be(a)if by personal delivery,messenger or courier
service,the date of delivery of the notice, (b)if mailed, on the date upon which the return receipt is signed
or delivery is refused or the notice is designated by the postal authorities as non-deliverable, as the case
may be, or(c) if by email, on the date the email is sent if the email is sent prior to 5:00 p.m. Central Time
or on the date after the email is sent if the email is sent after 5:00 p.m. Central Time. Notices on behalf of
either party may be given by the attorneys representing such party. The parties hereby designate the
addresses set forth below as their respective notice addresses under the Agreement.
If to Seller: If to Buyer:
c/o TEP Barnett USA,LLC City of Fort Worth
1201 Louisiana Street, Suite 1800 Property Management/Real Property
Houston, TX 77002 900 Monroe Street, Suite 404
Attn: Legal Department Fort Worth,TX 76102
Email: marcela.straub@total.com Attn: Jean Petr
Email:jean.petr@fortworthtexas.gov
c/o TEP Barnett USA,LLC
301 Commerce Street, Suite 3701 With a copy to:
Fort Worth,TX 76102
Attn: Julie Jones,P.E. City Attorney's Office
Email:julie.jones@total.com 200 Texas Street
Fort Worth,TX 76102
With a copy to: Attn: Leann Guzman
Email: Leann.Guzman@fortworthtexas.gov
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Attn: Thad H. Armstrong
Email: trmstrong@jw.com
0) Full Execution. This Agreement shall be deemed fully executed and binding upon
Buyer and Seller and if and when Buyer and Seller have executed this Agreement or separate counterparts
25278443v.1 136316/00060
and Buyer has deposited the Earnest Money with the Title Company. The Title Company's execution of
this Agreement shall not be required for full execution of this Agreement but shall merely evidence the
Title Company's acceptance of its obligations hereunder as set forth below.
(k) Non-Survival. Except as otherwise stated in this Agreement, all terms and
provisions contained in this Agreement shall merge into the documents executed and/or delivered at Closing
and shall not survive Closing.
(1) Limitation of Liability. In no event whatsoever shall Seller's liability (if any)
under this Agreement and the Closing documents (including any such liability for attorney's fees and
expenses) exceed, in the aggregate, an amount equal to the Purchase Price. In addition, in no event
whatsoever shall recourse be had or liability asserted against any of Seller's members, shareholders,
employees, agents, directors, officers or other owners of Seller or their respective constituent partners.
Seller's direct and indirect shareholders,partners, members,beneficiaries and owners and their respective
trustees, officers, directors, employees, agents and security holders, assume no personal liability for any
obligations entered into on behalf of Seller under this Agreement and the Closing documents.
(m) Waiver of Jury Trial. DELETED BY AGREEMENT OF THE PARTIES.
(n) Recordation. Buyer and Seller agree not to record this Agreement or any
memorandum hereof in any real property records.
(o) Sophistication of the Parties. Each party to this Agreement hereby acknowledges
and agrees that it has consulted legal counsel in connection with the negotiation and preparation of this
Agreement, that it is sophisticated and experienced in real estate transaction matters, and has bargaining
power equal to that of the other parties hereto in connection with the negotiation and execution of this
Agreement.
(p) Counterparts. This Agreement may be executed in any number of counterparts,
and each counterpart hereof shall be deemed to be an original instrument,but all counterparts hereof taken
together shall constitute one and the same instrument.
(q) Patriot Act. Buyer (which for this purpose includes its partners, members,
principal stockholders and any other constituent entities) (i) has not been designated as a "specifically
designated national and blocked person"on the most current list published by the U.S.Treasury Department
Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tl1 sdn.pdf, or at any
replacement website or other replacement official publication of such list and(ii)is currently in compliance
with and will at all times during the term of this Agreement (including any extension thereof) remain in
compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury
and any statute, executive order(including the September 24, 2001,executive order blocking property and
prohibiting transactions with persons who commit, threaten to commit, or support terrorism), or other
governmental action relating thereto.
(r) Sovereign Immunity. Nothing herein constitutes a waiver of Buyer's sovereign
immunity. To the extent this Agreement requires Buyer to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
(s) No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is
understood and agreed that all obligations of Buyer hereunder are subject to the availability of funds. If
such funds are not appropriated or become unavailable, Buyer shall have the right to terminate this
Agreement except for those portions of funds which have been appropriated prior to termination. Nothing
25278443v.1 136316/00060
contained herein shall ever be construed so as to require Buyer to create a sinking fund or to access, levy,
assess,and collect any tax to fund its obligations under this Agreement.
17. Legal Notices.
(a) Texas Real Estate Licensing Act. The Texas Real Estate License Act requires a
real estate agent to advise Buyer that he should have an attorney examine an abstract of title to the Property
being purchased; or a title insurance Policy should be obtained. Notice to that effect is, therefore, hereby
given to Buyer.
(b) Annexation. If the Land is located outside the limits of a municipality, the Land
may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be
subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries
and extraterritorial jurisdiction. To determine if the Land is located within a municipality's extraterritorial
jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all
municipalities located in the general proximity of the Land for further information.
(c) Notice Regarding Possible Liability for Additional Taxes. Seller notifies Buyer
under Section 5.010, Texas Property Code, as follows: If for the current ad valorem tax year the taxable
value of the land that is the subject of this contract is determined by a special appraisal method that allows
for appraisal of the land at less than its market value,the person to whom the land is transferred may not be
allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be
appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of
the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the
change.
END OF PAGE—CONTINUED ON NEXT PAGE
25278443v.1 136316/00060
SIGNATURE PACE
Seller and Buyer have executedthis Agreementon the dates which follow below their respective signatures.
Any reference herein to the"Effective Date;"the date of this Agreement"or"the date hereof'shall be the
date on which the Title Company executes this Agreement below, acknowledging receipt a fully executed
copy of this Agreement.
SELLER: BUYER:
TOTAL E&P USA REAL ESTATE,LLC, CITY OF FORT WORTH
a Delaware limited liability company
By: By: Jews J.Chapa tMay 13,2020}
Dave Leopold, Name: Jesus J. Chapa
its President and Chief Executive Officer Title: Deputy City Manager
Date: ,2020 Date: 22020
APPROVED AS TO FORM AND LEGALITY:
By. Matthew Murray(May 13,2020}
JJ' Matthew A. Murray
Assistant City Attorney
ATTEST:
yQ
By. M (J 0' `
Mary Kayser
City Secretary
Form 1295: NA
Contract Authorization:
M&C: 20-0124
Date: March 3, 2020
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.
,,/Mv Pe t
Jear Petr(May 9,2020'
Name of Employee
OFFMAE RECO L'�
CITY SEMIETARY
25278443v.1 136316/00060 FT. WORTH,TX
4
DocuSign Envelope ID:F5D77AE0-6312-46C1-909B-90DDD4175593
SIGNATURE PAGE
Seller and Buyer have executed this Agreement on the dates which follow below their respective signatures.
Any reference herein to the"Effective Date","the date of this Agreement"or"the date hereof'shall shall be the
date on which the Title Company executes this Agreement below, acknowledging receipt a fully executed
copy of this Agreement.
SELLER: BUYER:
TOTAL E&P USA REAL ESTATE,LLC, CITY OF FORT WORTH
a Delaware limited liability company
Fvz�
ftnedby'.
By: tt� By: _
a" ' d36... Name: _
its President and Chief Executive Officer Title: City Manager
5/7/2020
Date: ,2020 Date: 12020
APPROVED AS TO FORM AND LEGALITY:
By:
Leann Guzman
Senior Assistant City Attorney
ATTEST:
By:
Mary Kayser
City Secretary
Form 1295:
Contract Authorization:
M&C: 20-0124
Date: March 3, 2020
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
{
OFFICIAL RECORD"
CITY SECRETARY
FT WORTH,"TX
25278443v.1 136316/00060
TITLE COMPANY:
The Title Company acknowledges receipt of this Agreement fully executed by Seller and Buyer on
12020.
Fidelity National Title Company-The Baker Firm,PLLC
By:
The Title Company acknowledges receipt of the Earnest Money on , 2020.
Fidelity National Title Company-The Baker Firm,PLLC
By:
25278443v.1 136316/00060
EXHIBIT A
Ni184
Legal Description
lbaz certain property cameyul to Chesapeake Lxplsration Limited F'w%mhip by Sagatmore Ftiil 13apt;t Charck
lire.pursuant to Warranty Daed&wd Jw1c 13,2007,recorded an Tyne 23,2007,as Instrument No.U207226027 in
the Rcai Property Retards of Tarrant C.atm% ruas.and more puticula ly descn3od as follows:
Legal description:
A 58 74 acre tract out of the E. Johnson Survey, Abstract Number$52,Tarrant County,Texas, and
being the same property conveyed to WBAP.KSCS,Tnc.by deed recorded at Volume 8223.page 1908,
Deed Records, Tarrant County, 'Texas, to which reference is made fur all purposes, SAVX AND
EXCEPT a certain 3.539 acre tract of land out of t se above referenced tract(to be referred to herein ss
"the 3.539 acre tract"},and heing deseribad by macs and bounds as follovm
BEOWNLNG at an imn pin, said point North 01 degrees—35 minutes West 619.5 feet mid North 89
degrees—54 minutes East200.0 feet front the Southwest corner of said 58.274=retraat;
TRENCE No..th 00 degrees—24 m inutm—30 stconds West 375.1 feet to an iron pin for ceraer;
THENCE South 6a degrees-00 minutes East 173 A fret to an iron pin for corner.
THJRNCE East 370.0 feel to an iron pin for corner,
T ENCE South 02 degrees—14 minutes West 287.1 feet to an iron pin for corner,
THENCE South 89 degrees—54 minutes West 5063 feet to the POINT OF BEGINNING and containing
3-539 acres of land;and
CONTINUED ON NEXT PAGE
25278443v.1 136316/00060
SAYE AND EXCEPT the following six traces of land (to be refr-md to herein w"Guy Tracts")out of
said 58.274 acre tract:
T)xct Nv.I
B GINANNG at a fence post,said paint being South 88 degrees-V minutes-- 15 seconds East 3343
feat and North 01 degats-52 minutes-45 smonds East I4.0 fen from the Southwest corner of said
59 274 acre tract;
THENCE North 61 degrees--53 mirsutes west 20.5 feet to a fence post for comer,
THENCE North 28 degrees-07 minutes fast 31.0 fiat to a fence post for carver;
MENCE Secant 61 degrees-53 minutes East 20.0 feet to a fence post for corner,
THENCE South 28 degrees-07 minutes West 31.0 feet to the POINT OF BEGINNING and containing
63 5-square feet of land;and
flay Tract No.2
BEG1NNING at x fence post; said paint being North 518.4 feet and East 747.5 fees,from the southwest
comer of said 58.274 acre tract;
THENCE South 70 degrees---51 minutes East 20.5 feet to a fence post far corner,
THENCE South 29 degrees-09 minutes West 31.0 feet to a fence post for comer,
THENCE North 70 degrees--51 minutes West 20.5 feet to a fence post for corner,
ITIENCE North 29 degrees 09 minutes East 31.0 feet to the POINT OF BEGINNING and containing
615 square feet of land;and
Gw Tract No.3
BEGINlti11NG at a fence post,said point being:Yowls 981.6 feet and Fast 413.4 feet from the Southwest
corner of said 58.274 acre teas*;
THENCE Nof!h 47 degrees-S6 minutes East 20.5 feet to a fence past for comer,
THENCE South 42 degrees-04 minutes East 31.0 feet to a fence post for turner,
THENCE South 47 degrees-56 miraucs West 20.5 feet to a fence post for comer,
THENCE North 42 dcgees-04 minutes West 3I A feet to the POINT OF MGf[�I�'ING and containing
635 square feet of land;and
CONTINUED ON NEXT PAGE
25278443v.1 136316/00060
Guy Ttaet No,4
BEGINNING at a fe=post, said point being South 320.9 feet and East 97.7 feet from the Northwest
comer of said 53.274 acre tract;
THENCE North 24 degrees-16 minutes West 31.0 feet to a fence post for corner,
THENCE North 65 degrees—44 minutes East 20.5 feet to a fence post for comer;
THENCE South 24 degrees 16 minatcs East 31.0 feet to a fence post for corner,
THENCE South 65 degrm—44 minutes West 20.5 feet to the POINT OF B1 GINNING and containing
635 square feet of land;and
GRZ Tract No.S
BEGMING at a fence post;said point being North 803.5 feet and East$63.2.fat from the Southwest
coma of said 58274 acre tract;
THENCE North 09 degrees—50 minute West 70.5 feet tea a fence past far comer,
"THENCE North 8t1 degrmes—10 minutes Fast 31.0 feet to a fence post far comer,
THENCE South 09 degrees--50 minutes East 20.5 feet 1D a fence post for corner.
THENCE South 80 dagrtca— 14 minutes West 31.4 feet[o the POINT OF BEG( NCNG and ca Wning
635 square feet of land;and
Gyy Truett No.b
BEGR4NING at a fence post,said point being Nortls 881.5 feet and East 1295.0 feet fnotn the Southwest
corner of said 56274 acre tract;
T BENCE North 09 degrees—50 minutes West 20.5 feet to a fence past for corner,
THENTCE North 80 degrees—10 minutes Nast 3 I.0 fcctto a fence post for corner,
THENCE South 09 degrees—50 minutes!:ast 20.5 foci to a fence poa for comer,
THENCE South 80 degresa m 10 minutes West 31.0 feet to the FQINIT OF BEGINNING and containing
635 square feet of land,and
CONTINUED ON NEXT PAGE
25278443v.1 136316/00060
further SAVE AL FD EXCEPT a ocrwi 2.025 UM tract of land out of the above raferenced tract(to be
referred to herein as"the 2.025 acre trac'`I,and being described by metes and bounds as follows_
BEGINNING at an iron pint, said point being North 01 deg=s—35 minutes West 619.5 feet from the
Southwest comer of.said 58.274 acre tract;
THENCE North 01 degrees—35 rninuies West 1869 feet wan iron pin for corner;
T1-1ENCB?North 00 degrees—24 minutes 30 secoods West 306.8 feet to an ircr pin for corner;
THENCE South 6O degrees—00 minutes East 236.4 feet to as iron pin for comers
THENCE South 00 degrees—24 minutes—30 seconds East 375.1 feet to an iron pin for comer,
THENCE South 89 degrem—54 mimics West 200.0 feet to the PUNT OF DEGiN14MG and containing
2.025 acres of Iand.
25278443v.1 136316/00060
EXHIBIT B
FORM OF SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR
RECORD IN THE PUBLIC RECORDS:YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
COUNTY OF TARRANT §
TOTAL E&P USA REAL ESTATE,LLC("Grantor"),a Delaware limited liability company, for
and in consideration of the sum of$10.00 and other good and valuable consideration to Grantor paid by
CITY OF FORT WORTH ("Grantee"), the receipt and sufficiency of which are hereby acknowledged,
and subject to the reservations and easements described below,has GRANTED,BARGAINED,SOLD and
CONVEYED and by these presents does GRANT,BARGAIN, SELL and CONVEY unto Grantee the real
property located in Tarrant County, Texas, described on EXHIBIT A,together with all rights,privileges,
and appurtenances pertaining thereto(the"Prove "), including Grantor's rights,title, and interest in any
utilities, adjacent streets, alleys, strips, gores, and rights-of-way related to the Property (the "Ancillary
Rights"). The Ancillary Rights are conveyed without warranty of title, express or implied, including,
without limitation,the implied warranties in Section 5.023 of the Texas Property Code.
This conveyance is made by Grantor and accepted by Grantee subject to the matters listed on
EXHIBIT B attached hereto.
For Grantor and Grantor's heirs, successors, and assigns forever, a reservation is hereby made of
all oil, gas, and other minerals in and under and that may be produced from the Property. If the mineral
estate is subject to existing production or an existing lease, this reservation includes the production, the
lease,and all benefits from it. Grantor waives and conveys to Grantee the right of ingress and egress to and
from the surface of the Property relating to the portion of the mineral estate owned by Grantor. Nothing
herein, however,restricts or prohibits the pooling or unitization of the portion of the mineral estate owned
by Grantor with land other than the Property; or the exploration or production of the oil, gas, and other
minerals by means of wells that are drilled or mines that open on land other than the Property but enter or
bottom under the surface of the Property.
For Grantor and Grantor's heirs, successors,and assigns forever,a reservation is hereby made of a
perpetual subsurface easement under and through the Property at depths below five hundred feet (500')
below the surface of the earth for the placement of an unlimited number of well bores from oil or gas wells
the surface locations of which are situated on tracts of land other than the Property, for the purpose of
developing oil, gas and other minerals in and under the Property and/or any other lands, regardless of
whether such other lands are pooled with or located near the Property.
For Grantor and Grantor's heirs, successors, and assigns forever, a reservation is hereby made for
the rights to use subsurface reservoirs and pore space at depths below five hundred feet (500')below the
surface of the earth in which to inject,dispose, sequester and/or store oil, gas and other minerals located in,
25278443v.1 136316/00060
on or under the Property but only to the extent, in each case that any such use, injection, disposal, storage,
sequestration or storage must be accomplished without disturbing the surface of the Property or any
improvements now or hereafter situated thereon and in compliance with all applicable laws.
BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE REPRESENTS
AND WARRANTS TO GRANTOR THAT GRANTEE IS A KNOWLEDGEABLE, EXPERIENCED
AND SOPHISTICATED BUYER OF REAL ESTATE. GRANTEE ACKNOWLEDGES THAT,
EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN
GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS
EXECUTED AND DELIVERED, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY
UPON,EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT OF GRANTOR OR ANY OF ITS
AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, AGENT, EMPLOYEE OR
OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF
ITS AFFILIATES.
WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE PRECEDING
PARAGRAPH,AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONVEYANCE,BY
ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED,GRANTEE AGREES THAT GRANTEE
IS TAKING THE PROPERTY"AS IS", "WHERE IS"AND "WITH ALL FAULTS"AND WITH ANY
AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE (INCLUDING,
WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO HABITABILITY,
MARKETABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE) MADE BY GRANTOR
WITH RESPECT TO THE PROPERTY (EXCEPT AS MAY BE PROVIDED IN A SEPARATE
WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS
SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED AND IN THIS SPECIAL
WARRANTY DEED), ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH EXPRESS
AND IMPLIED,ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BY ITS ACCEPTANCE
OF THIS SPECIAL WARRANTY DEED, GRANTEE ACKNOWLEDGES THAT IT HAS BEEN
GIVEN ADEQUATE TIME TO CONDUCT WHATEVER EXAMINATION, EVALUATIONS,
INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY AND ITS CONDITION AS
GRANTEE MAY DESIRE OR DETERMINE WARRANTED, AND THAT GRANTEE IS NOT
RELYING ON ANY REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION
WITH RESPECT TO THE PROPERTY OR ITS CONDITION BY GRANTOR(EXCEPT AS MAY BE
PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE
PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED
AND IN THIS SPECIAL WARRANTY DEED) OR ANY OF GRANTOR'S AFFILIATES OR ANY
MEMBER, OFFICER,DIRECTOR,TRUSTEE,AGENT, EMPLOYEE OR OTHER PERSON ACTING
OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF ITS AFFILIATES, BUT
GRANTEE IS RELYING SOLELY ON ITS OWN EXAMINATION,EVALUATIONS, INSPECTIONS,
REVIEWS, STUDIES OR TESTS OF THE PROPERTY.
WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS, EXCEPT AS
MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND
GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND
DELIVERED, BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE
EXPRESSLY RELEASES AND DISCHARGES GRANTOR AND ITS AFFILIATES, MEMBERS,
PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS,
BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS, CLAIMS,
ADMINISTRATIVE PROCEEDINGS, JUDGMENTS, DAMAGES, FINES, COSTS, AND
LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE
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PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE "CLAIMS") (WHETHER
KNOWN OR UNKNOWN, AND WHETHER CONTINGENT OR LIQUIDATED) INCLUDING BUT
NOT LIMITED TO THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY
ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE A
RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically
includes any Claims under any Environmental Laws or with respect to any Environmental Risk.
"Environmental Laws"means all applicable legal requirements regarding health, safety or the environment
and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation
and Recovery Act(42 U.S.C. §§6901 et seq.),the Comprehensive Environmental Response,Compensation
and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.), the Emergency Planning and Community Right to
Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water
Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the
Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health
Act(29 U.S.C. §§ 651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et
seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as any of the same may be amended
from time to time,and any other state or local law dealing with environmental matters,and any regulations,
orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of
whether the same are in existence on the date of this Special Warranty Deed. IT IS SPECIFICALLY
INTENDED BY GRANTOR AND GRANTEE THAT THE RELEASE CONTAINED HEREIN BE
WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS
(INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, STRICT LIABILITY OR
THE NEGLIGENCE OF ANY PARTY OR PARTIES [INCLUDING GRANTOR], WHETHER SUCH
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE). An `Environmental
Risk"consists of(a)the presence of any asbestos or asbestos containing materials,(b)the presence,Release,
threatened Release, discharge, or threatened discharge of any radioactive materials or "hazardous
substance" or "hazardous waste" (as defined by any Environmental Laws), or (c) the presence, Release,
threatened Release, discharge, or threatened discharge of any oil or other substance containing
polychlorinated biphenyl (as defined in 40 CFR 761.3). "Release" shall mean without limitation any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping,or disposing into the environment(including the abandonment or discarding of barrels,containers
and other closed receptacles).
All taxes and other assessments assessed against the Property for the year 2018 have been prorated
or otherwise settled between the parties,and Grantee assumes and agrees to pay such taxes and assessments
in full. If this Special Warranty Deed or Grantee's use of the Property after the date hereof results in
additional taxes or assessments for periods before the date hereof, such taxes and assessments shall be the
obligation of and paid by Grantee.
TO HAVE AND TO HOLD the Property, subject to the matters set forth above, together with all
and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and
assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, successors, and assigns to
WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof,by,
through or under Grantor,but not otherwise.
"SIGNATURE PAGE,ACKNOWLEDGEMENT,AND EXHIBITS TO BE INSERTED"
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EXHIBIT C
Definitions
"Close Family Member" means a spouse or partner of a Public Official; one of his/her children,siblings
or parents;the spouse or partner of his/her children or siblings; or any household member of a Public
Official.
"Public Official" means an elected or appointed official,employee or agent of any national, regional or
local government/state or department,agency or instrumentality of any such government/state or any
enterprise in which such a government/state owns,directly or indirectly,a majority or controlling
interest; an official of a political party; a candidate for public office; and any official, employee or agent
of any public international organization.
"Representative" means Buyer's,or Buyer's affiliates', directors,officers, members, managers,
employees, representatives,agents,successors and assigns.
Anti-Corruption Undertakings
In recognition of the principles enshrined in the pertinent international and regional conventions on
combating corruption and to ensure compliance with the anti-corruption laws applicable to the activities
under the Agreement,federal and local laws, rules and regulations of the United States, and any other
anti-corruption laws otherwise applicable to the parties or their ultimate parent company:
1. Buyer, in respect of the Agreement and the matters that are the subject of the Agreement,
warrants that neither it, nor any of its Representatives, has made or offered and will make or offer any
payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the
benefit of any Public Official,where such payment,gift, promise or advantage would be for purposes of:
• influencing any act or decision of such Public Official;
• inducing such Public Official to do or omit to do any act in violation of his or her lawful
duties;
• securing any improper advantage; or
• inducing such Public Official to use his or her influence to affect any act or decision of any
department,agency or instrumentality of any government or public enterprise.
2. Buyer, in respect of the Agreement and the matters that are the subject of the Agreement,
warrants that it, or any of its Representatives, has not made or offered and will not make or offer any
payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the
benefit of any person (other than a Public Official)where such payment,gift,promise or advantage would
be for purposes of inducing such person to do or omit to do any act in violation of his or her lawful duty
or to secure any improper advantage,or otherwise to do something or refrain from doing something that
would violate the laws applicable to the activities under the Agreement.
3. Buyer shall cause Buyer's Representatives to comply with the obligations set forth in this Exhibit
and to provide a copy of this Exhibit and set forth Seller's expectations under the terms of their
agreements with any subcontractors.
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4. All financial settlements,billings and reports rendered to Seller shall accurately and in reasonable
detail reflect all activities and transactions undertaken in the performance of the Agreement. Buyer also
shall maintain adequate internal controls to ensure that all payments made in performance of the
Agreement are authorized and in compliance with the Agreement. Seller shall have the right to perform
itself or through a duly authorized representative,audits at Buyer's premises of all payments made by or
on behalf of Buyer for or in connection with any work or services performed under the Agreement. Buyer
agrees to cooperate fully in any such audit, including by making its books and records available to Seller
or its duly authorized representative and by answering any questions that Seller may have relating to the
Buyer's performance under the Agreement.
5. All payments by Seller to Buyer shall be made in accordance with the terms of payment specified
in the Agreement. The payment indications notified in the Buyer's invoices shall be deemed to constitute
a representation and warranty by Buyer that the bank account so notified is owned solely by Buyer and
that no person other than Buyer has any ownership of or interest in such account.
6. Intentionally Deleted.
7. Without prejudice to any other rights or remedies Seller otherwise may have hereunder or at law,
including but not limited to damages for breach of the Agreement, if any of the undertakings or
requirements of this Exhibit have not been complied with or fulfilled by Buyer in any material respect,
Seller shall have the right:
• to suspend payment and/or require reimbursement of any advance payment made under
the Agreement,and/or
• to suspend and/or terminate the Agreement for Buyer's default with immediate effect.
25278443v.1 136316/00060
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 03/03/20 M&C FILE NUMBER: M&C 20-0124
LOG NAME: 21BROADCAST HILL
SUBJECT
Authorize a Distribution in the Amount of$620,000.00 in Income from the City's Mineral Trust Fund,Authorize the Acquisition of Approximately 50
Acres of Land Located at 2, 10 and 11 Broadcast Hill Street from Total E&P USA Real Estate LLC in the Amount of$610,000.00,Authorize the
Payment of Estimated Closing Costs in an Amount up to$10,000.00 and Adopt Appropriation Ordinances(COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a distribution in the amount of$620,000.00 in income from the City's Mineral Trust Fund,the Fort Worth Permanent Fund,
commensurate with the terms of the amended trust document,distributed from the General Endowment Gas Lease Fund;
2. Authorize the acquisition of a fee simple interest of approximately 50 acres of land located at 2, 10 and 11 Broadcast Hill Street from Total
E&P USA Real Estate LLC in the amount of$610,000.00;
3. Authorize the payment of estimated closing costs in an amount up to$10,000.00;
4. Authorize the City Manager,or his designee,to accept the conveyance and execute and record the appropriate instruments;
5. Adopt the attached appropriation ordinance increasing receipts and appropriations in the General Endowment Gas Lease Fund in the
amount of$620,000.00;and
6. Authorize a transfer to and adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Broadcast
Hill-Acq project in General Gas Lease Capital Project Fund in the amount of$620,000.00 by decreasing the same amount from General
Endowment Gas Lease Fund.
DISCUSSION:
The purpose of this Mayor and Council Communication(M&C)is to acquire approximately 50 acres of natural,undeveloped land located at 2, 10
and 11 Broadcast Hill Street(Broadcast Hill property)for the purpose of providing open space within the City of Fort Worth in accordance with the
Open Space Land Preservation Program for the City of Fort Worth.
In August,2019,the City Manager established the cross-departmental City Open Space Stakeholder Group to evaluate options for long-range
open space planning and prioritization to preserve select open space in the City of Fort Worth in accordance with City Council strategic goals.
On December 3,2019,Staff presented an Open Space Land Preservation Program to City Council which identified potential areas of opportunity,
including in the East Fort Worth/Trinity River Area. In January 2020,the Broadcast Hill property was identified as a potential acquisition in
accordance with the stated goals and objectives of the Open Space Land Preservation Program.
The City and the property owners have agreed to the total purchase price of$610,000.00. The mineral estate will not be acquired and the deed
will contain language preventing surface use of any kind for mineral development. The City will pay closing costs which are estimated in an amount
up to$10,000.00.
Funding will be distributed from the City's Mineral Trust Fund,the Fort Worth Permanent Fund,commensurate with the terms of the amended trust
document. The funds will be distributed from the General Endowment Gas Lease Fund. Other trust distributions will be forthcoming during the
budget process for Fiscal Year 2021.
Upon acquisition of the property,the estimated annual operating costs to maintain the property in its natural condition will be$19,130.00 annually.
The property will be general City property under the Open Space Land Preservation Program and not parkland; however,maintenance will be
provided by the Park&Recreation Department. Funds for annual maintenance will be budgeted in the Park&Recreation Department annual
operating budget. Funding for operations and maintenance will be allocated to the Park&Recreation Department's base budget beginning in
FY2021.As of January 31,2020,the cumulative total of additional maintenance costs for FY2021 is$54,046.00.
Citizens in the surrounding neighborhoods have been supportive of the City's Open Space Land Preservation Program and several have pledged
funds for the purpose of acquiring the Broadcast Hill property. These donations will be accepted by the City per the City's Financial Management
Department Donation Policy which provides for acceptance by the Assistant City Manager for cash donations equal to or less than$100,000.00
and by the Department Director for donations equal to or less than$5,000.00.
This property is located in COUNCIL DISTRICT 8,but will serve Citizens in all Council Districts.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations,funds will be available in the capital budgets,as appropriated,
of the General Endowment Gas Lease and General Gas Lease Capital Project(General Gas Lease Capital Prj)Funds,and that prior to an
expenditure being made, Property Management Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Kevin Gunn 2015
Originating Business Unit Head: Steve Cooke 5134
Additional Information Contact: Roger Venables 6334
Jean Petr 8367