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HomeMy WebLinkAboutContract 42100N7A �¢ttiAcri N u PURCHASE AND SALE AGREEMENT 0 0 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 ("Seller"), and Tarrant Regional Water District, a 'water Control and Improvement District a body politic and corporate under the laws of Texas ("Purchaser"). In consideration of the mutual covenants set forth in this Agreement and for other valuable consideration, which the parties acknowledge receiving, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Property. Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and accept from Seller, for the Purchase Price (defined below), Tracts 20 and 22 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 of the Seller in and to any improvements, fixtures, and personal property situated on and attached to the Property, if any, 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"). Seller shall grant Purchaser 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. There shall be reserved from the conveyance hereunder for Seller and Seller's successors and assigns, all of Seller's right, title and interest in and to the oil, gas, and other minerals that are in, on and under and that may be produced from the Property; provided, however, Seller shall waive the right of ingress and egress over the surface of the Property for the purpose of mining, dulling, exploring, operating and developing such oil, gas and other minerals. However, neither the Seller nor its mineral lessee shall be prevented from developing or producing the oil, gas and other minerals in and under the Property by pooling, directional or horizontal drilling under the Property or other means from well sites located on lands other than the Property, or by any other method that does not require ingress and egress over the surface of the Property; provided, however, that the well bore for any oil or gas well that enters the subsurface of the Property shall be at a depth of at least 100 feet below the surface of the Property and so long as such actions do not interfere with the use of the surface of the Property,' including subjacent and lateral support for all structures or other improvements or facilities now or hereafter constructed on the Property. The mineral reservation and surface waiver shall be a Permitted Encumbrance and shall be reserved in they Deed- (defined below). OFFICIAL REGuilD CITY SECRETARY FT. WORTH, TX 1 -05-11 P909308Fil Section 2. Purchase Price. (a) The total purchase price for the Property is FOUR MILLION ONE HUNDRED NINETY-SIX THOUSAND NINE HUNDRED TWENTY-FIVE AND NO/100 DOLLARS ($4,196,925.00); ( `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, Seller shall deliver or cause to be delivered to Purchaser, at Purchaser's sole cost and expense, the following: (1) An Owner's Commitment for Title Insurance ("Title Commitment") covering the Property from Rattikin Title Company, Attn: Shay Townsend, 201 Main Street, Ft Worth, TX 76102, (817) 334-1395 ("Title Company"). The Title Commitment: (1) shall be a T-1 Owner Policy of Title Insurance in the form promulgated by the Texas 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, Seller shall deliver to Purchaser copies of (1) the existing surveys of the Property, if any (the "Existing Surveys"), (2) any existing Phase 1 or Phase II environmental reports of the Property, and (3) any site plans, engineering plans, soil reports, lease agreements (including mineral leases), or other agreements affecting the Property within Seller's possession, (collectively such reports and other information furnished by Seller to Purchaser in connection with this transaction being referred to herein as the "Seller s Information' ). If this Agreement terminates for any reason, Purchaser shall return the Seller's Information to Seller. (c) Within fifteen (15) days of the Effective Date of this Agreement, the Purchaser 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 (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) Purchaser must give Seller 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, Seller's Information and the Survey (the "Objection Period"). Any item shown on the Title Commitment and/or the Survey to which Purchaser does not timely object in writing prior to the expiration of the Objection Period shall be deemed a Permitted Encumbrance. If Purchaser gives written notice of Objections to Seller during the Objection Period, then Seller, without obligation to spend any money or to bring suit to cure the Objections, may cure the Objections and/or commit in writing to cure one or more of the Objections by providing written notice of such election to Purchaser on or before the date that is five (5) days prior to the expiration of the Feasibility Period (the "Cure Period"). Notwithstanding the foregoing, Purchaser 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 Purchaser. (e) If Purchaser timely gives written notice of Objections prior to the expiration of the Objection Period, and Seller does not either cure the Objections or commit in writing to cure the Objections by providing written notice of such commitment to Purchaser prior to the expiration of the Cure Period, then Seller will be deemed to have elected not to cure such Objections, and Purchaser, as its sole and exclusive remedy, shall be entitled either: (1) To terminate this Agreement by delivering written notice to Seller and the Title Company at any time prior to the expiration of the Feasibility Period. 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 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 Purchaser's obligations under this Agreement will change, nor will the Purchase Price be reduced because of the uncured Objections. If Purchaser does not send a written notice of termination prior to the expiration of the Feasibility Period then Purchaser 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 Purchaser will be deemed to have waived its right to terminate this Agreement pursuant to this Section 3. 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 thirty (30) days after the Effective Date. (b) Purchaser may terminate its obligation to purchase the Property at any time prior to the expiration of the Feasibility Period if Purchaser, in its sole discretion concludes that the Property is not suitable for any reason or for no reason. Purchaser must exercise its termination rights under this Section 4(b) by delivering a written termination notice ("Termination Notice") to Seller at any time prior to the expiration of the Feasibility Period. Upon Seller's receipt of a Termination Notice during the Feasibility Period, neither Seller nor Purchaser shall thereafter have any further rights or obligations under this Agreement, except those that expressly survive termination. If Purchaser does not send a Termination Notice during the Feasibility Period, then upon the expiration of the Feasibility Period, it will be deemed to have waived its right to terminate this Agreement pursuant to this Section 4 and to have elected to proceed with purchasing the Property. (c) During the Feasibility Period, Seller will permit Purchaser and its contractors and agents to enter upon the Property to inspect and test the Property (including environmental tests) as Purchaser deems necessary or desirable; conduct an inventory of all personal property and fixtures on the Property; and make such other inspections of the Property and matters related thereto as the Purchaser may determine are reasonably necessary, provided that such tests inventory or inspections (1) are performed with not less than 24 hours prior notice to Purchaser and (2) do not unreasonably interfere with Seller's use of the Property, as determined in Seller's sole discretion. Purchaser 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 Purchaser'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 Purchaser and/or its agents. Seller agrees to reasonably cooperate with the Purchaser's inspection(s) of the Property. Purchaser'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 Seller to Purchaser shall be held at the offices of the Purchaser, or at such other place as may be mutually agreed upon on July 29th, 2011 ( `Closing Date")• unless a different date is agreed to in writing by Seller and Purchaser; 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) Seller shall deliver or cause to be delivered to Purchaser the following: (i) approval of the terms and conditions of this Agreement by the City Council of the City of Fort Worth; 4 (ii) A Special Warranty Deed substantially in the form of Exhibit "B" attached hereto (the "Deed"), executed and acknowledged by Seller, conveying to Purchaser 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; (iii) Execution of a lease agreement substantially in the form attached hereto as Exhibit "C" for the period after the Closing for Tract 20 (the `Tract 20 Lease"); (iv) Execution of a lease agreement substantially in the form attached hereto as Exhibit "D" for the period after the Closing for Tract 22 (the "Tract 22 Lease");(v) (vi) An Owner Policy of Title Insurance ("Owner Policy") issued by the Title Company to Purchaser for the Purchase Price insuring that, upon Closing, Purchaser is the owner of indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance. Purchaser may, at Purchaser 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; (vii) Evidence reasonably satisfactory to the Title Company that the person executing the Closing documents on behalf of Seller has full right, power, and authority to do so; and (viii) Seller'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. (2) Purchaser shall deliver or cause to be delivered to Seller the following: (i) Approval of the terms and conditions of this Agreement by the Board of Directors of the Tarrant Regional Water District; (ii) Immediately available funds via wire transfer in an amount equal to the Purchase Price; (iii) Execution of the Tract 20 Lease and Tract 22 Lease substantially in the form attached hereto as Exhibit "C" and Exhibit "D" for the period after the Closing; and (ii) Evidence reasonably satisfactory to the Title Company that the person executing the Closing documents on behalf of Purchaser has full right, power, and authority to do so. (3) Seller and Purchaser shall each pay their respective attorneys' fees. Seller and Purchaser shall each pay one-half of all escrow and recording fees. Purchaser may purchase at its expense, any title insurance coverage or endorsements in excess of that provided by the Title Company in the Owner Policy. (c) Ad valorem and similar taxes and assessments, owner's association assessments, and all items of expense relating to the Property will be prorated between Seller and Purchaser 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, Seller shall deliver to Purchaser possession of the Property, subject to the Permitted Encumbrances and subject to Seller's rights under the Tract 20 Lease and Tract 22Lease. Section 6. Seller's Representations and Warranties. (a) Seller hereby represents and warrants to Purchaser, which representations and warranties shall be deemed made by Seller to Purchaser as of the Effective Date and also as of the Closing Date that to Seller's current actual knowledge: (1) Seller 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. (2) Seller 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 the Seller. The execution, delivery, and performance of this Agreement and the transactions described in this Agreement will not violate or be in conflict with any provision of any agreement or instrument to which the Seiler is a party or by which the Seller is bound, or any charter, statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to Seller. (3) This Agreement has been duly executed and delivered on behalf of the Seller. This Agreement constitutes a legal, valid, and binding obligation of Seller. (4) Seller 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. 6 (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 Seller's interest or use, operation or ownership of the Property; or (ii) affecting Seller's ability to perform its obligations under this Agreement, nor to the best of Seller'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 Seller's actual knowledge, threatened against Seller, Seller s interest in the Property or the Property. (8) All documents and records delivered by Seller 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 Purchaser's obligation to close the purchase of the Property hereunder that as of the date of' Closing, all of Seller'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 Seller which to Seller'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 Seller's actions or conscious failure to act, then Purchaser 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 Seller whereupon neither Seller nor Purchaser shall have any further rights or obligations under this Agreement except those that expressly survive termination. Section 7. Condition of Prouerty. The Purchaser 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 the Purchaser and its representatives desire. The Purchaser acknowledges and agrees that the Property is to be conveyed to and accepted by the Purchaser in an ' as is" condition with all faults. The Seller 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, the Seller 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) The Purchaser acknowledges that it is entering into this Agreement on the basis of the Purchaser's own investigation of the physical and environmental conditions of the Property, including subsurface conditions, and the Purchaser assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. The Purchaser 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 7 hereof and the purchase and sale of the Property and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings. Section 8. Maintenance and Operation of the Property. Until Closing, Seller will (i) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty 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 the Purchaser 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 the Seller receives actual notice. Until Closing, Seller will not enter into, extend or modify any agreements that will affect the surface estate of the Property following Closing. Purchaser may terminate this Agreement if Seller enters into, extends or modifies any agreement in violation of the previous sentence without first obtaining Purchaser's written consent. Seller 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, Seller 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, Purchaser shall have the right to either (a) terminate this Agreement upon written notice to the other party, in which event neither Seller nor Purchaser 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 Seller shall promptly notify Purchaser of any such loss or damage occurring prior to the Closing. Section 10. Default and Remedies. (a) Purchaser 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 Seller to Purchaser. Purchaser will not be in default, however, if it terminates this Agreement when it has an express right to terminate or when Seller fails to perform its obligations under this Agreement. If Purchaser is in default, then Seller, 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 Purchaser before or at the Closing, whereupon neither Seller nor Purchaser 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 Purchaser's default or termination of this Agreement, Seller shall have all remedies available at law or in equity if Purchaser or any party related to or affiliated with Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property. (b) If Seller shall be unable to convey title to the Property to Purchaser in accordance with this Agreement, then, in such event, as its sole and exclusive remedy, Purchaser shall be entitled either .(i) to accept such title as Seller 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. 8 (c) Seller will be in default under this Agreement if (i) it willfully fails or refuses to sell the Property to. Purchaser 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 Purchaser to Seller. Seller will not be in default, however, if it terminates this Agreement when it has an express right to terminate or when Purchaser fails to perform its obligations under this Agreement. If Seller is in default, then Purchaser, 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 Seller before or at the Closing, whereupon neither Seller nor Purchaser shall have any further rights or obligations under this Agreement except those that expressly survive termination. Section 11. Brokers. (a) Seller and Purchaser represent and warrant to each other that neither party has engaged any agent, broker, or other similar party who may be entitled to file a lien against the Property under Chapter 62 of the Texas Property Code in connection with this transaction. • (b) Purchaser 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, Purchaser acknowledges that it has been so advised in compliance with The Texas Real Estate License Act. 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 (ii) 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, or (iv) telecopied by facsimile transmission to the party at the telecopy number listed below, provided that the transmission is followed with a copy sent by overnight delivery to the address 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) Seller's address for all purposes under this Agreement is: 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 9 (e) Purchaser's address for all purposes under this Agreement is: Tarrant Regional Water District Attn: R Steve Christian 800 E Northside Drive Fort Worth, Texas 76102 Telephone (817) 720-4330 Telecopy: (817) 877-5137 Email: Steve Christian@trwd.com with a copy to: Pope, Hardwicke, Christie, Schell, Kelly & Ray, L.L.P. Attn: Ethel Allen Steele 306 West 7th Street, Suite 901 Fort Worth, Texas 76102 Telephone: (817) 332-3245 Telecopy: (817) 877-4781 Email: esteele@popehardwicke.com (d) The Title Company's address for all purposes under this Agreement is: Rattikin Title Company Attn. Shay Townsend 201 Main Street Fort Worth, Texas 76102 Telephone: (817) 334-1395 Telecopy: (817) 877-4237 Email: stownsend@rattikintitle.com (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 Seller and Purchaser. 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 10 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 Seller and Purchaser 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. Terminoloev. 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. Governin2 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. Severabilitv. If any provision in this Agreement is found to be invalid, illegal, or unenforceable, its invalidity, illegality, or unenforceability will not affect any other 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 the Seller and the Purchaser 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. I1 Section 25. Counterparts. This Agreement may be executed by facsimile, 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 Purchaser and conveyance of the Property by Seller 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 Board of' Directors of the Tarrant Regional Water District. The City Council of the City of Fort Worth approved this sale on June 14, 2011 by M&C L-15207. The Board of Directors of the Tarrant Regional Water District approved this purchase on June 21, 2011 by resolution 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 considereda 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 now in full force and effect. 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 against claims arising in the exercise of governmental powers and functions. By entering into this Agreement the parties do not intend to create any obligations, expressed or implied, other than those set forth herein and this Agreement shall not create any rights in parties not signatories hereto. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 12 EXECUTED in triplicate in Fort Worth, Tarrant County, Texas to be effective as of the date of last execution by the Seller and the Purchaser . SELLER: City of Fort Worth a. Texas home rule municipal corporation By: \, .ta.,.,,. Pok Le..K.i s Civeks., Date: Zck 2 Approved as to Form and Legality: w �/���Nk- y: Mitt aD Kinwitto_ Assistant City Attorney PURCIIASFR: Tarrant Regional Water District, a water control and improvement district c By • Sieve. C-l. seetsf'ur, Its: £csfi 'A icefefre Date: s1ri 3 / < < P:\TRWYD\Trinity River Vision\Property Acguisitions\Poltce and Fire Centcr\Purcha_se and Sale Agreement ��tir_ \a `" `I At,i;ested by: Tr\ 6(k Marty Hendri City Se-cretary tea it-t )-1--00o 13 L--ts a—o ar Contract Authorization Date fRrLP. 2y U0©0°tr ,� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX IP . \', ,Jr•S,^, .\':d'",$.%71.._..ste�V,r..;:�T EXHIBITA LEGAL DESCRIPTION w.crar wA'w BEING a tract of land situated in the R. Crowley Survey, Abstract No. 313, and in the Adolph Gouhenant Survey, Abstract No. 582, City of Fort Worth, Tarrant County, Texas and being all of those tracts of Iand owned by the CITY OF FORT WORTH, said tracts being all of Lot 1, Block A„ Valley View Addition, being an addition to the City of Fort Worth, Tarrant County Texas according to the plat thereof recorded in Volume 388-178, Page 64, Plat Records, Tarrant County, Texas (P R.T.C.T.), and all of Lot 1, Block 3, Valley View Addition, being an addition to the City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in Cabinet A, Slide 274, P R.T.C.T., said tract being herein more particularly described by metes and bounds as follows: BEGINNING at a mag nail set at the northeast property corner of the said Block A, same being the northwest property corner of the said Block 3, said beginning point being on the approximate survey line between the said R. Crowley Survey and the said Adolph Gouhenant Survey; THENCE along the north and east property lines of the said Block 3' the following courses and distances; North 89°06'37" East 355.00 feet to a1" iron rod with cap stamped "SPOONER AND ASSOCIATES 'set (1/2" CIRS); South 00°53 23" East 150.00 feet to a a/z" CIRS; North 89°06 37" East 195,00 feet to a 1/z" CIRS; South 00°53 23" East 300.00 feet to a %z" CIRS; North 89°06 37" East 155.00 feet to a i/z" CIRS; North 00°53 23" West 100.00 feet to a 1/2" CIRS; North 89°06 37" East 100.00 feet to a 1/2" CIRS; South 00°53 23" East 190.00 feet to a i/z" CIRS at the southeast property comer of the said Block 3, said iron being set on the north right-of-way line of Calvert Street, being a 60 feet wide right-of-way at this point; THENCE South 89°06'37" West, along the south property line of the said Block 3 and along tfie said north right-of-way line, 805.00 feet to a 1/z" iron rod found at the southwest property corner of the said Block 3, said iron being on the east property line of the said Block A, said iron also being on the said survey line; THENCE South 00°53'38" East, along the said east property line of Block A, along the west riight-of- way line of Calvert Street and along the said survey line, 60.00 feet to a 1/z" CIRS at the southeast property corner of the said Block A, same being the northwest property corner of BIock 1 of the said Valley View Addition (Cab. A, Sid. 274, P.R.T.C.T.); THENCE South 89°06'37" West, along the south property line of the said Block A and along the north property line of Lot I, Block 1, Page Addition, being an addition to the City of Fort Worth, Tarrant County, Texas according to the plat thereof recorded in Cabinet A Slide 4926, P.R.T C.T, 311.88 feet to a'/z" iron rod with cap stamped "RPLS 4188" found at the most southerly southwest property corner of the said Block A same being the northwest property corner of the said Lot 1, Block 1, Page Addition, said iron also being on the east property line of that same tract of land conveyed to Arvin William Turner, Jr., Testamentary Trust (Turner tract), by deed recorded in Volume 11458 Page 40, Deed Record, Tarrant County, Texas (D.R.T C.T.); is • • 7 • THENCE North O1°03'26" West, along a west property line of the said Block A and along the said east property line of the said Turner tract, 148.21 feet to a 1/2" iron rod with cap stamped ` RPLS 4183" found at an internal property corner of the said Block A, same being the northeast property corner of the said Turner tract; THENCE North 47°31'32" West, along the southwest property line of the said Block A and along the northeast property line of the said Turner tract, 369.57 feet to a %2" iron rod found at the most westerly southwest property corner of the said Block A, same being the northwest property comer of the said Turner tract, said iron also being on the east property line of a tract of land conveyed to Tarrant Regional Water District by Award of Special Commissioners report as recorded in Cause No. 2009- 076760-1, Civil Court Records, Tarrant County, Texas. THENCE North 00°14'54" East, along the west property line of.the said Block A and along the said east property line of the Tarrant Regional Water District tract, 89.31 feet to a 1" iron pipe found; THENCE North 04°01'09" West, continuing along the said property lines, 664.65 feet to a V/2' CLRS at the northwest property corner of the said Block A from which a 3 ' fence post found bears North 04°01'09" West, 1.20 feet, said 3" fence post being the northeast property corner of the said Tarrant Regional Water District tract; THENCE South 51°42'06" East, along the northeast property line of the said Block A, 387.80 fed to a z/2" CMS; THENCE South 46°21'06" East, continuing along the said property line, 441.82 feet to the POINT OF BEGINNING; The tract being herein described contains 17.120 acres (745,745 square feet) of land. Note: Survey sketch to accompany this legal description. Note: Basis of Bearing = NAD 83 Texas North Central Zone (4202) Note: Coordinates shown are surface coordinates based on NAD 83 Texas North Central Zone (4202) with an adjustment factor of 1.00013752894116. I do certify on this 241h day of May, 2011, that a survey was made on the ground as per the field notes shown on this survey and is true and correct according to the standards of the Texas Society of Professional Surveyors Standards and Specifications for a Category 1A, Condition II Survey, and accurate as to the boundaries and areas of the subject property and the size, location and type of buildings and unprovements located within five (5) feet of said boundaries, if any, and shows the location of all visible easements and rights -of -way and the rights -of -way, easements and other matters of record as listed in Schedule B of the Commitment for Title issued by Alliant National Title Insurance Company, Dated November 10, 2010 with an effective date of October 24, 2010, GM 10- 3184 affecting the subject property Except as shown on the survey: (i) there are no visible encroachments upon the subject property by visible improvements on adjacent property, (ii) there are no visible encroachments on adjacent property, streets or alleys by any visible improvements on the subject property, and (iii) there are no visible conflicts or discrepancies. • • • • t • • t. • EXHIBIT B SPECIAL WARRANTY DEED STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THAT CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation (herein called "Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid to Grantor by TARRANT REGIONAL WATER DISTRICT, A Water Control and Improvement District, a body politic and corporate under the laws of the State of Texas formerly known as Tarrant County Water Control and Improvement District No. 1 (herein called "Grantee"), the receipt and sufficiency of which are hereby acknowledged, has GRANTED SOLD AND CONVEYED and by these presents does GRANT, SELL AND CONVEY to Grantee whose mailing address is 800 E. North Side Drive, Fort Worth, Tarrant County, Texas 76102, all of the real property described on Exhibit "A" attached hereto and incorporated herein for all purposes together with all improvements attached thereto (collectively, the "Property"). This conveyance is expressly made subject to the following reservations and exceptions: 1. Reservation of Minerals. There is reserved from this conveyance and retained by Grantor all of the oil, gas and other minerals in, on or under the Land, but Grantor waives all rights of ingress and egress to or from the surface of the Land for the purposes of exploring, developing, mining or drilling therefore, it being specifically agreed that no operations relating to such reservation will be conducted on the surface of the Land without Grantee's prior written permission. Nothing herein contained shall restrict or prohibit the pooling or unitization of the Land with land other than the Land, or the exploration and production of oil gas and other minerals by means of wells that are drilled or mined that open on land other than the Land but that enter or bottom under the Land. 2. Disclaimer of Warranties. Grantee acknowledges that, except for the special warranty of title set forth below, the Property is conveyed to it "AS IS, WHERE IS, AND WITH ALL FAULTS' and that the Property is conveyed without any warranties, representations, or guarantees either express or implied, of any kind, nature, or type whatsoever from or on behalf of Grantor. Grantee acknowledges that, except for the special warranty of title, Grantee has not relied, and is not relying on any information, documents, sales brochures, or other literature, maps or sketches, projection, pro forma, statement representation, guarantee, or warranty (whether express, implied, oral, written, material or immatenal) that may have been given by, or made by or on behalf of, Grantor. GRANTOR HAS NOT MADE AND DOES NOT MAKE WITH RESPECT TO THE PROPERTY ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLrFD, OR ARISING BY OPERATION OF LAW INCLUDING, BUT IN NO WAY LIMITED TO: (1) ANY WARRANTY OF CONDITION MERCHANTABILITY, -1- i HABITABILITY, OR FITNESS FOR A PARTICULAR USE, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR MARKETABILITY OF THE PROPERTY, AND (2) ANY REPRESENTATION CONCERNING ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THOSE PERTAINING TO THE HANDLING, GENERATION, TREATMENT STORAGE OR DISPOSAL OF ANY HAZARDOUS WASTE OR SUBSTANCE By acceptance of this Special Warranty Deed, Grantee agrees that Grantor has caused the Property to be used, maintamed and operated in a manner consistent with the use of the Property on July 29, 2011. 3. Other Exceptions to Conveyance. This conveyance is made subject to those matters described on Exhibit "B" attached hereto and incorporated herein for all purposes. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, subject to the provisions stated above, unto the said Grantee, its successors and assigns forever, and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the said Property unto the said Grantee, its successors and assigns subject to the provisions stated above, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED this day of July, 2011. CITY OF FORT WORTH, TEXAS, A home -rule municipal corporation By: Name Printed: Its: STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of July, 2011, by of CITY OF FORT WORTH, TEXAS a home - rule municipal corporation. Notary Public for the State of Texas AFTER RECORDING RETURN TO: Tarrant Regional Water District 800 E. North Side Drive Fort Worth, Texas 76102 Attn: Real Property Director P:\TRWD\Trinity River Vision\Property Acquisitions\Police and Fire Center\Deed.doc EXHIBIT C TRACT 20 LEASE AGREEMENT This Lease Agreement (the "Agreement') is made and entered into to be effective as of the 29th day of July, 2011, by and between the Tarrant Regional Water District, a Water Control and Improvement District (the ` District") and the City of Fort Worth, Texas, a home -rule municipal corporation ("Tenant"). WHEREAS, the District will acquire title to the tract of real property hereinafter specifically described on Exhibit "1", and the improvements thereon (collectively, the `Property" or the "Leased Premises"), from Tenant on or about July 29, 2011; WHEREAS, Tenant utilizes the Property as a. firing range to perform certain public safety training functions for its public safety employees and has not yet located a replacement facility ("Replacement Facility') for such functions and therefore needs continued use of the Property; WHEREAS, notwithstanding the District s acquisition of the Property, the District has agreed to permit Tenant to remain in and upon the Property upon the terms and conditions set forth herein; and WHEREAS, the District and Tenant desire to define and set forth their respective duties and obligations with respect to the Property by this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the recitals set forth above, which are not recitals only but form part of this Agreement, and other good and valuable consideration, including Tenant's obligation to make the rental payments provided for herein, the District and Tenant do hereby agree as follows: 1. Lease of the Leased Premises. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, provisions, and covenants hereof, the District hereby demises and leases to Tenant, and Tenant hereby takes and rents from the District, the Leased Premises. District covenants that Tenant 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 District or by any person claiming by, through or under District. 2. Term. A. The term of this Agreement shall begin on July 29, 2011 (the "Commencement Date"), and unless sooner terminated as otherwise provided herein, shall continue until December 31, 2013 (the "Initial Term"), provided however, that this Agreement shall sooner terminate upon the occurrence of an Event of Default (as defined below) or as otherwise provided herein. B. At the sole and absolute discretion of the District, the District may permit Tenant to possess the Leased Premises after (i) expiration of the Initial Term or (ii) termination of this Agreement Any such possession by Tenant shall be (i) subject to the LEASE AGREEMENT PAGE 1 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 as provided by Paragraph 3(B) for any such period. 3. Rent. A. For the term of this Agreement, Tenant shall pay to the District as rent for the Leased Premises $10.00 annually, and shall provide the additional consideration of repair and maintenance to the Leased Premises as set forth. in Section 8 herein, commencing on the Commencement Date. B. For any periods of possession of the Leased Premises by Tenant after the Initial Term or if earlier, termination of this Agreement, Tenant shall pay to the District as rent for the Leased Premises the sum of $1 per month on or before the first day of each holdover period and on or before the same day of each month thereafter. Such installments of' rent shall be paid to the District without demand and'without offset at the address specified in Paragraph 18 below or as elsewhere designated from time to time by written notice from the District to Tenant. 4. Condition of the Leased Premises. Tenant 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 THE DISTRICT AND TENANT 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. 5. Security Deposit. The District and Tenant each acknowledge and agree that no security deposit for the Leased Premises has been received by the District from Tenant, and therefore, the District shall have no obligation to refund any such amounts to Tenant upon the termination of this Agreement. 6. Utilities. Tenant shall pay for all utilities used on the Leased Premises, including any required deposits. Tenant shall be responsible for the termination of all utilities upon termination of this Agreement. District shall cooperate with Tenant's requests for utility or other easements necessary for Tenant's operations on the Leased Premises, provided however, (i) District shall have the right, on behalf of itself and the United States Army Corps of Engineers (USACE), to review and approve the location of such utility or other easements requested by Tenant and (ii) District, in connection with such review, shall not unreasonably withhold its consent to execute such utility or other easements. 7. Taxes. A. Because the District is a governmental entity, it is anticipated that the Leased Premises will be exempt from ad valorem taxes effective as of the LEASE AGREEMENT PAGE 2 Commencement Date. In the event that the Leased Premises is taxed, however, Tenant shall be responsible for any ad valorem taxes attnbutable to the period that Tenant possesses the Leased Premises hereunder. B. Tenant shall pay any and all personal property taxes, charges and assessments levied or imposed against (i) Tenant's personal property and equipment located on, in, or about the Leased Premises or (ii) any other personal property used by Tenant in its business. Tenant shall pay any and all income franchise, or other taxes payable with respect to the income, operations, or assets of Tenant. 8. Renairs and Maintenance. Tenant expressly acknowledges and agrees that the District shall have no obligation to make repairs or to generally maintain the Leased Premises. If deemed necessary by Tenant, any such repairs (including structural repairs) or general maintenance shall be Tenant's sole responsibility and expense. Tenant shall maintain the Leased Premises as necessary to serve Tenant's purposes hereunder. 9. Alterations and Improvements. A. Except as provided in Paragraph 9(B) below, Tenant shall make no alterations or improvements to the Leased Premises ( Tenant Improvements") without the prior written consent of the District after receipt and review of plans therefore, which consent shall not be unreasonably withheld. Any Tenant Improvements approved by the District and made by Tenant after the Commencement Date which remain on the Leased Premises after the termination of this Agreement shall become the property of the District and may be disposed of as the District may determine with no liability or obligation to Tenant. B. Notwithstanding the foregoing, Tenant may make minor repairs and replacements to existing facilities that are performed in the ordinary course of its business without the prior written consent of the District. 10. Riaht of Entry. Upon request of the District, Tenant agrees to cooperate with the District to accommodate the District's conduct of surveys, environmental site assessments, geotechnical assessments, and subsurface utility investigations of the Property (including structures), so long as such assessments or investigations do not unreasonably interfere with Tenant's use of the Property, as determined in Tenant's sole discretion. To the extent permitted by law, District agrees to indemnify and hold harmless Tenant and its agents attorneys, employees, contractors, representatives, officers, directors, and related parties (the Tenant Indemnified Parties") of and from any claim, assertion demand, right or cause of action arising out of District s use of the Leased Premises. 11. Insurance. A. The District shall have no contractual obligation to insure the Leased Premises or any of Tenant's personal property located thereon or therein. LEASE AGREEMENT PAGE 3 B. Lessee is a self -funded entity and as such may not maintain a commercial liability insurance policy to cover premises liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by the Lessee and not by a commercial insurance company. C. In the event the Leased Premises or Tenant's contents or personalty located thereon or therein are damaged or destroyed by fire or other casualty for which insurance is maintained by Tenant, the rights of Tenant against the District 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 the Tenant 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 Tenant 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 the Tenant and its respective insurers, as well as any other person asserting a claim by through, or under Tenant. 12. Indemnity. To the extent permitted by law, Tenant agrees to indemnify and hold harmless the District and its agents, attorneys, employees, contractors representatives, officers, directors, and related parties (the "District Indemnified Parties') of and from any claim, assertion, demand, right, or cause of action arising out of Tenant s use of the Leased Premises or the performance of this Agreement. Nothing contained herein shall ever be construed so as to require Tenant to assess, levy and collect any tax to fund its obligations under this Section. 13. 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, 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.0 §§ 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 LEASE AGREEMENT PAGE 4 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 (xi') all rules, regulations, orders and decrees now or hereafter promulgated under any Hazardous Material Law. B. Tenant 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 and fire training facility or used in the operation, maintenance or repair of equipment, and improvements on the Property and for cleaning. C. Tenant shall comply with all Hazardous Material Laws throughout the term of this Agreement In the event Tenant should fail to perform such responsibility, the District may do so and all costs and expenses incurred by the District shall be reimbursed to the District by Tenant. 14. Assignment or Encumbrance. A. Without the prior written consent of the District, which may be withheld in the District's sole discretion, Tenant may not mortgage pledge, encumber or assign this Agreement or sublet the Leased Premises, in whole or in part to any person firm, or corporation. Any attempted sublease or assignment without such consent shall be void and of no effect. B. Tenant agrees to prevent any mechanic's, materialmen's, laborer, or any other lien from being placed upon all or any portion of the Leased Premises or improvements thereto. In addition to any other indemnity obligations of Tenant herein, Tenant agrees to hold harmless the District Indemnified Parties from and against any and all liabilities for damages occasioned by such hens. 15. Defaults and Remedies. A. Tenant's failure to perform or observe any covenant or condition of this Agreement shall, if continuing thirty (30) days after written notice thereof to Tenant, 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, the District may at its option, terminate this Agreement in which event Tenant shall surrender possession of the Leased Premises to the District, and in connection LEASE AGREEMENT PAGE 5 therewith the District may enter upon and take possession of the Leased Premises and expel or remove Tenant after Tenant receives notice of such Event of Default. C. In the event the District elects to terminate this Agreement by reason of an Event of Default, then, notwithstanding such termination Tenant shall be liable to the District for the sum of any indebtedness accrued to the date of such termination. 16. Notices. A. All notices to the District shall be sent to: R. Steve Christian Real Property Director Tarrant Regional Water District 800 E. North Side Drive Fort Worth TX 76102 With a copy to: Ethel Allen Steele Pope, Hardwicke, Christie, Schell, Kelly & Ray, L.L.P. 306 W. 7th Street, Suite 901 Fort Worth, Texas 76102-4995 B. All notices to Tenant 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. 17. No Options or Rights of First Refusal. It is expressly agreed and acknowledged that this Agreement is limited to the Leased Premises. Tenant shall have no rights to lease from the District any lands other than the Leased Premises, and all options or rights of first refusal in LEASE AGREEMENT PAGE 6 and to any portion of the Property, if any, are hereby expressly terminated. 18. Entire Agreement: Modification. This Agreement shall constitute the entire agreement of the District and Tenant, 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. 19. Waivers. One or more waivers of any covenant, term, or condition of this Agreement by either the District or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either the District or Tenant 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. 20. No Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership or joint venture. Tenant shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the District. 21. Choice of Law: Venue. This Agreement and the relationship created hereby shall 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 Tarrant County, Texas. 22. 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. 23. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or construed to waive either party's sovereign immunity 24. 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. 25. Effectiveness. This Agreement shall be binding upon the District only when signed by its Real Property Director and shall be of no force and effect until so executed. SIGNED this day of July, 2011, to be effective as of the Commencement Date. DISTRICT: LEASE AGREEMENT PAGE 7 TARRANT REGIONAL WATER DISTRICT, a Water Control and Improvement District By: R. Steve Christian, Real Property Director TENANT: CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation By: Name: Title: Approved as to Form and Legality: Recommended by: Assistant City Attorney Randle Harwood Director, Planning and Development Attest: City Secretary LEASE AGREEMENT PAGE 8 STA 1'b OF TEXAS § COUNTY OF TARRANT § The foregoing instrument was acknowledged before me on this day of , 2011, by R. Steve Christian, Real Property Director of Tarrant Regional Water District, a Water Control and Improvement District, on behalf of said district. Notary Public — State of Texas STATE OF TEXAS COUNTY OF The foregoing instrument was acknowledged before me on this day of , 2011, by of City of Fort Worth, Texas, a home -rule municipal corporation, on behalf of said corporation. 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VOL . l PAGE — ..•-4 EXHIBIT D TRACT 22 LEASE AGREEMENT This Lease Agreement (the "Agreement") is made and entered into to be effective as of the day of July, 2011, by and between the Tarrant Regional Water District, a Water Control and Improvement District (the `District") and the City of Fort Worth, Texas, a home -rule municipal corporation ("Tenant"). WHEREAS, the District will acquire title to the tract of real property hereinafter specifically described on Exhibit "1". and the improvements thereon (collectively, the `Property" or the "Leased Premises"), from Tenant on or about July 29, 2011; WHEREAS, Tenant utilizes the Property to perform certain public safety training functions for its public safety employees and has not yet completed a replacement facility ("Replacement Facility") for such functions, and therefore needs continued use of the Property until such time as the Replacement Facility is fully functional; WHEREAS, notwithstanding the District's acquisition of the Property, the District has agreed to permit Tenant to remain in and upon the Property upon the terms and conditions set forth herein; and WHEREAS, the District and Tenant desire to define and set forth their respective duties and obligations with respect to the Property by this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the recitals set forth above, which are not recitals only but form part of this Agreement, and other good and valuable consideration, including Tenant's obligation to make the rental payments provided for herein, the District and Tenant do hereby agree as follows: 1. Lease of the Leased Premises. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, provisions, and covenants hereof, the District hereby demises and leases to Tenant, and Tenant hereby takes and rents from the District, the Leased Premises. District covenants that Tenant 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 District or by any person claiming by, through or under District. 2. Term. A. The term of this Agreement shall begin on July 29, 2011 (the "Commencement Date"), and unless sooner terminated as otherwise provided herein, shall end on July 29, 2019 (the "Initial Term"), provided, however, that this Agreement shall sooner terminate upon the occurrence of an Event of Default (as defined below) or as otherwise provided herein B. If, upon the expiration of the Initial Term, Tenant is diligently pursuing the completion of construction of the Replacement Facility this Agreement shall renew LEASE AGREEMENT PAGE 1 on an annual basis for two one-year renewal terms ("Renewal Term"), subject to the written agreement of both parties. The Renewal Term shall be upon the same terms and conditions as the Initial Term, as set forth herein C. If Tenant obtains a Certificate of Occupancy for the Replacement Facility during the Initial Term or the Renewal Term, this Agreement shall terminate within 120 days of the date of the issuance of the Certificate of Occupancy unless otherwise agreed by the parties. D. At the sole and absolute discretion of the District the District may permit Tenant to possess the Leased Premises after (i) expiration of the Renewal Term or (ii) termination of this Agreement. Any such possession by Tenant 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 as provided by Paragraph 3(B) for any such period. 3. Rent. A. For the term of this Agreement, Tenant shall pay to the District as rent for the Leased Premises $10.00 annually, and shall provide the additional consideration of repair and maintenance to the Leased Premises as set forth in Section 8 herein, commencing on the Commencement Date. B. For any periods of possession of the Leased Premises by Tenant after the Renewal Term or, if earlier, termination of this Agreement, Tenant shall pay to the District as rent for the Leased Premises the sum of $10 per year on or before the first day of each holdover period and on or before the same day of each year thereafter. Such installments of rent shall be paid to the District without demand and without offset at the address specified in Paragraph 18 below or as elsewhere designated from time to time by written notice from the District to Tenant. 4. Condition of the Leased Premises. Tenant 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 THE DISTRICT AND TENANT 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. 5. Security Deposit. The District and Tenant each acknowledge and agree that no security deposit for the Leased Premises has been received by the District from Tenant, and therefore, the District shall have no obligation to refund any such amounts to Tenant upon the termination of this Agreement. 6. Utilities. Tenant shall pay for all utilities used on the Leased Premises, including any required deposits. Tenant shall be responsible for the termination of all utilities upon LEASE AGREEMENT PAGE 2 termination of this Agreement. District shall cooperate with Tenant's requests for utility or other easements. necessary for Tenant's operations on the Leased Premises, provided however, (i) District shall have the right on behalf of itself and the United States Army Corps of Engineers (USACE), to review and approve the location of such utility or other easements requested by Tenant and (ii) District, in connection with such review, shall not unreasonably withhold its consent to execute such utility or other easements. 7. Taxes. A. Because the District is a governmental entity, it is anticipated that the Leased Premises will be exempt from ad valorem taxes effective as of the Commencement Date. In the event that the Leased Premises is taxed, however, Tenant shall be responsible for any ad valorem taxes attributable to the period that Tenant possesses the Leased Premises hereunder. B. Tenant shall pay any and all personal property taxes, charges and assessments levied or imposed against (i) Tenant's personal property and equipment located on, in, or about the Leased Premises or (ii) any other personal property used by Tenant in its business. Tenant shall pay any and all income franchise, or other taxes payable with respect to the income, operations, or assets of Tenant. 8. Repairs and Maintenance. Tenant expressly acknowledges and agrees that the District shall have no obhgation to make repairs or to generally maintain the Leased Premises. If deemed necessary by Tenant, any such repairs (including structural repairs) or general maintenance shall be Tenant's sole responsibility and expense. Tenant shall maintain the Leased Premises as necessary to serve Tenant's purposes hereunder. 9. Alterations and Improvements. A. Except as provided in Paragraph 9(B) below, Tenant shall make no alterations or improvements to the Leased Premises ( `Tenant Improvements") without the prior written consent of the District after receipt and review of plans therefore, which consent shall not be unreasonably withheld. Any Tenant Improvements approved by the District and made by Tenant after the Commencement Date which remain on the Leased Premises after the termination of' this Agreement shall become the property of the District and may be disposed of as the District may determine with no liability or obligation to Tenant. B. Notwithstanding the foregoing, Tenant may make minor repairs and replacements to existing facilities that are performed in. the ordinary course of its business without the prior written consent of the District. 10. Rivht of Entry. Upon request of the District, Tenant agrees to cooperate with the District to accommodate the District's conduct of' surveys, environmental site assessments, geotechnical assessments, and subsurface utility investigations of the Property (including structures), so long as such assessments or investigations do not unreasonably interfere with Tenant's use of the Property, as LEASE AGREEMENT PAGE 3 determined in Tenant's sole discretion. To the extent permitted by law, District agrees to indemnify and hold harmless Tenant and its agents attorneys, employees, contractors, representatives, officers, directors, and related parties (the `Tenant Indemnified Parties") of and from any claim, assertion demand, right or cause of action arising out of District s use of the Leased Premises. 11. Insurance. A. The District shall have no contractual obligation to insure the Leased Premises or any of Tenant's personal property located thereon or therein. B. Lessee is a self -funded entity and as such may not maintain a commercial liability insurance policy to cover premises liability. Damages for which Lessee would ultimately be found liable would be paid directly and primarily by the Lessee and not by a commercial insurance company. C. In the event the Leased Premises or Tenant's contents or personalty located thereon or therein are damaged or destroyed by fire or other casualty for which insurance is maintained by Tenant, the rights of Tenant against the District 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 the Tenant 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 Tenant 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 the Tenant and its respective insurers, as well as any other person asserting a claim by through, or under Tenant. 12. Indemnity. To the extent permitted by law, Tenant agrees to indemnify and hold harmless the District and its agents, attorneys, employees, contractors, representatives, officers, directors and related parties (the "District Indemnified Parties') of and from any claim, assertion, demand, right, or cause of action arising out of Tenant s use of the Leased Premises or the performance of this Agreement. Nothing contained herein shall ever be construed so as to require Tenant to assess, levy and collect any tax to fund its obligations under this Section. 13. 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 LEASE AGREEMENT PAGE 4 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, 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 (xis) all rules, regulations, orders and decrees now or hereafter promulgated under any Hazardous Material Law. B. Tenant 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 and fire training facility or used in the operation, maintenance or repair of equipment, and improvements on the Property and for cleaning. C. Tenant shall comply with all Hazardous Material Laws throughout the term of this Agreement In the event Tenant should fail to perform such responsibility, the District may do so and all costs and expenses incurred by the District shall be reimbursed to the District by Tenant. 14. Assignment or Encumbrance. A. Without the prior written consent of the District, which may be withheld in the District s sole discretion, Tenant may not mortgage pledge, encumber or assign this Agreement or sublet the Leased Premises, in whole or in part, to any person firm, or corporation. Any attempted sublease or assignment without such consent shall be void and of no effect. B. Tenant agrees to prevent any mechanic s, materialmen's, laborer, or any other lien from being placed upon all or any portion of the Leased Premises or improvements thereto. In addition to any other indemnity obligations of Tenant herein, LEASE AGREEMENT PAGE 5 Tenant agrees to hold harmless the District Indemnified Parties from and against any and all liabilities for damages occasioned by such liens. 15. Defaults and Remedies. A. Tenant's failure to perform or observe any covenant or condition of this Agreement shall, if continuing thirty (30) days after written notice thereof to Tenant, 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, the District may at its option, terminate this Agreement in which event Tenant shall surrender possession of the Leased Premises to the District, and in connection therewith the District may enter upon and take possession of the Leased Premises and expel•or remove Tenant after Tenant receives notice of such Event of Default. C. In the event the District elects to terminate this Agreement by reason of an Event of Default, then, notwithstanding such termination Tenant shall be liable to the District for the sum of any indebtedness accrued to the date of such termination. 16. Parking. A. District reserves the right to utilize the Property for parking purposes for special events after-hours during the week, on week -ends and on holidays, and at other times as agreed to between the parties, provided however, such parking shall not unreasonably interfere with Tenant's activities on the Leased Premises. Tenant agrees to not unreasonably withhold consent to District's parking requests. B. Of even date herewith, Tenant agrees to grant to District a License to use the Haws Athletic Center parking facility for parking purposes for special events after- hours during the week, on week -ends and on holidays, and at other times as agreed to between the parties, provided however, such parking shall not unreasonably interfere with Tenant's activities on the Leased Premises, Tenant agrees to not unreasonably withhold consent to District's parking requests. 17. Notices. A. All notices to the District shall be sent to: R. Steve Christian Real Property Director Tarrant Regional Water District 800 E. North Side Drive Fort Worth, TX 76102 With a copy to: Ethel Allen Steele LEASE AGREEMENT PAGE 6 Pope, Hardwicke, Christie, Schell, Kelly & Ray, L.L.P. 306 W. 7th Street, Suite 901 Fort Worth, Texas 76102-4995 B. All notices to Tenant 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. 18. No Options or Riehts of First Refusal. It is expressly agreed and acknowledged that this Agreement is limited to the Leased Premises. Tenant shall have no rights to lease from the District 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. 19. Entire Agreement: Modification. This Agreement shall constitute the entire agreement of the District and Tenant, 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. 20. Waivers. One or more waivers of any covenant, term, or condition of this Agreement by either the District or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term, or condition. The consent or approval by either the District or Tenant 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. 21. No Partnership. No provisions of this Agreement shall be deemed or construed to constitute a partnership or joint venture. Tenant shall have no express or implied right or authority to assume or create any obligations on behalf of or in the name of the District. 22. Choice of Law: Venue This Agreement and the relationship created hereby shall 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 Tarrant County, LEASE AGREEMENT PAGE 7 Texas. 23. 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. 24. No Waiver of Sovereign Immunity. Nothing in this Agreement shall be deemed or construed to waive either party's sovereign immunity. 25 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. 26. Effectiveness. This Agreement shall be binding upon the District only when signed by its Real Property Director and shall be of no force and effect until so executed. SIGNED this day of July, 2011, to be effective as of the Commencement Date. (signature page follows) LEASE AGREEMENT PAGE 8 DISTRICT: TARRANT REGIONAL WATER DISTRICT, a Water Control and Improvement District By TENANT: R. Steve Christian, Real Property Director CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation By: Name. Title: Approved as to Form and Legality: Recommended by: Assistant City Attorney Randle Harwood, Director, Planning and Development Attest: City Secretary LEASE AGREEMENT PAGE 9 STATE OF TEXAS § COUNTY OF TARRANT § The foregoing instrument was acknowledged before me on this day of' , 2011, by R. Steve Christian, Real Property Director of Tarrant Regional Water District, a Water Control and Improvement District, on behalf of said district. STATE OF TEXAS COUNTY OF § § Notary Public — State of Texas The foregoing instrument was acknowledged before me on this day of , 2011, by , of City of Fort Worth, Texas, a home -rule municipal corporation, on behalf of said corporation. 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Ne4a „'n1 :� • .p al-.a.w rrorti t• VW 'BOOM Otis r~:Wu i_ w...ee_S pee (' •)%h ••.at•.•»« t.etn..••• r••. • Plat .. artto , aul a.a 1 tans r..SSa.t* t tar %Salt I a P*t4*t Otto a re moo *Iasi sOlomillkomossAmoal .ea-t . wn_.ry•. a•••• •..•wto••..._...•_ ls••••••.....«..•._. �W• A•�•_M .Kww•w� wa�• ��....— amen root .. • «.••,.....Stall • On`icial site of the City of Fort Worch, `texas RT H CCTV AGENDA FORT�w�O _ COUNCIL ACTION: Approved on 6/14/2011 111 1 I •L I a i_ •LLS YJ.L./ s _a_* iI ...I -II I ..I ._._ DAM.: 6/14/2011 REFERENCE NO.: L-15207 LOG NAME: 17CALVEI T C©DF: L TYPF: NON -CONSENT PUBLIC NO HEARING: SUBJNCT: Authorize the Direct Salo of Fee Simple Owned Properties Located at 1000 Calvert and 1076 Calvert to Tarrant Regional Water District for $4,196,925.00 (COUNCIL DISTRICT 2) 1s .I _J_. RECOMMENDATION: It is recommended that the City Council: 1. Authorize the direct sale of fee simple properties located at 1000 Calvert and 1076 Calvert to Tarrant Regional Water District for $4,196,925.00; and 2. Authorize the City Manager, or his designee, to execute and record the appropriate instruments conveying the property to complete the sale. DISCUSSION: The City of Fort Worth advertised the intent to sell 1000 Calvert and 1076 Calvert in the Fort Worth Star Telegram. The properties are the sites of the Fort Worth Police and Fire Training Academy and Gun Range. The advertisement ran for five Sundays: May 8, May 15, May 22, May 29 and June 5, 2011, in the Fort Worth Star Telegram. The City plans to sell the sites to Tarrant Regional Water District and lease the properties back from Tarrant Regional Water District for 8 years at a rate of $10.00 per year. The Planning and Development Department has reviewed the current zoning of these properties and determined that the zoning classifications are compatible with respect to existing land use, the existing land uses of the surrounding neighborhood and future land use designations indicated by the Comprehensive Plan. The zoning of the subject properties is TU N2, Trinity Uptown Neighborhood 2, TU UL=2, Trinity Uptown Urban Lake Zone 2 and TU UL-3, Trinity Uptown Urban Lake Zone 3. ADDRESS LEGAL DESCRIPTION PRICE 1000 Calvert Lot 1 Block 3 Valley View Addn. $3,130,000.00 1076 Calvert Lot 1 Block A Valley View Addn. $1,066,925.00 These properties are located in COUNCIL DISTRICT 2, Mapsco 62Y. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that the Housing and Economic Development Department is responsible for the collection and deposit of funds due to the City. TO Fund/Account/Centers FROM Fund/Account/Centers GC 10 444583 030023002000 $4.196, 925.00 Submitted for City Manaaer's Office by: Susan Alanis (8180) Originatina Department Head: Jay Chapa (5804) Additional Information Contact: A i i ACHMFKI i S 1000and1076ca1vert.pdf Cynthia Garcia (8187) Katherine Davenport (7923)