HomeMy WebLinkAboutContract 42911cmr SECRUARY
coNreacr No.
ESCROW AND DEVELOPMENT AGREEMENT
THIS ESCROW AND DEVELOPMENT AGREEMENT (the "Agreement ") is made and
entered into to be effective as of the /p th day of February 2012 (the "Effective Date "), by and among
ALAMO TITLE INSURANCE COMPANY (the "Escrow Agent ") SK HIGHLAND MEADOWS,
L.P., a Texas limited partnership (the "Seller "), and THE CITY OF FORT WORTH, TEXAS a
Home -Rule Municipality duly organized and operating under the Constitution and the laws of the
State of Texas, Texas (the "Purchaser "). Seller and Purchaser are sometimes hereinafter collectively
referred to as the "Parties" and individually as a "Party." Capitalized terms not otherwise defined
herein shall have their same meaning as in the Contract (defined below), which is incorporated
herein by reference.
RECITALS:
A. Pursuant to that certain Contract for Sale and Purchase of Unimproved Property,
dated January 20, 2012 (the "Contract "), entered into between Seller and Purchaser, Seller contracted
to sell to Purchaser, and Purchaser contracted to purchase from Seller, that certain approximately
75.732 acres of land located in Fort Worth, Tarrant County, Texas being more particularly described
in the Contract and also in Exhibit "A" attached hereto and made a part hereof for all purposes (the
"Property "); and
B. Pursuant to Paragraph 6(b) of the Contract, the Parties and the Escrow Agent desire
to enter into this Agreement.
AGREEMENT:
For and in consideration of the foregoing premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties and the Escrow Agent agree as follows:
1. Deposit of Closing Documents. Concurrently with the execution of this Agreement, Seller
shall deposit with the Escrow Agent the Deed and all other Closing Documents requiring Seller's
execution, fully executed and, to the extent required, acknowledged.
2. Deposit of Purchase Price. Concurrently with the execution of this Agreement, Purchaser
shall deposit with the Escrow Agent the full amount of the Purchase Price (less any and all Earnest
Money already on deposit with the Escrow Agent) in the form of a wire- transfer, together with any
and all other Closing Documents requiring Purchaser's execution, fully executed and, to the extent
required, acknowledged.
3. Disbursement of Funds. Concurrently with the execution of this Agreement, Escrow Agent
shall disburse to Seller the following sums (the "Initial Release Amount "):
i. Two Million. Three Hundred SeN,enteen Thousand and No -100 Dollars (S2.317.000.00). plus
OFFICIAL M� 7.CORD
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ii. Eighty -Six Thousand and No/ 100 Dollars ($86,000.00) for the Surveying and Engineering
costs associated with the Work, plus
iii. Sixty Thousand and No /100 Dollars ($60,000.00) for any and all fees and charges assessed
against Seller by Purchaser in connection with the Work, including, without limitation, the
Inspection Fee and the Material Testing Fee, all as set forth in the budget for the Work.
iv. The Initial Release Amount total shall be: Two Million Four Hundred Sixty Three Thousand
and No/ 100 Dollars $2,463,000.
Out of the Initial Release Amount, Seller shall pay the following: (A) any and all sums and costs
associated with the payoff of any and all liens encumbering the Property, other than the lien for
inchoate ad valorem taxes, including, without limitation, the cost to record any release or partial
release of lien encumbering the Property; (B) any outstanding ad valorem taxes and assessments, (C)
the Surveying and Engineering Costs, (D) inspection and materials testing fees; and (E) all other
accrued closing costs of Seller, including, without limitation, Seller's attorneys' fees to -date. Escrow
Agent shall obtain and record releases of lien for all liens encumbering the Property that are paid
under(A)above. At Closing, the Escrow Agent shall disburse to Seller the balance of the funds that
it holds in escrow per this Agreement.
4. Plans and Specs and Closing Documents. The Parties have agreed to the Plans and Specs
for the Property which are attached hereto as Exhibit "B" and made a part hereof for all purposes.
Per Paragraph 6(b) of the Contract, the Parties have agreed to the form of certain Closing
Documents, namely the Certificate of SK Highland Meadows, LP and the Certificate of 5409
Miramar, LLC which are attached hereto as Exhibit "C -1" and Exhibit "C -2" respectively and
made a part hereof for all purposes.
5. Seller's Post Escrow Obligations. As a precondition to Seller's commencement of the
Work (hereinafter defined in Paragraph 6 below) the following conditions must be satisfied:
(A) Seller has provided Performance, Payment and 2 -year Maintenance bonds in a form
acceptable to Purchaser with Purchaser, as a dual obligee, for the construction of the Improvements.
The Development Contracts [hereinafter defined in Paragraph 6(F) below] shall provide that the
contractor(s) and /or subcontractor(s) shall provide these bonds.
(B) Seller and Purchaser have entered into a Community Facility Agreement (herein so called), or
other similar agreement as reasonably determined necessary by Purchaser with respect to the Work
and the Improvements.
6. Closing Conditions. In connection with the development of the Property and as a condition
precedent to Closing (the "Closing Conditions "), the following must be satisfied:
(A) Seller has performed certain grading, street and utility work on the Land as specifically
shown on the Plans and Specs and as generally shown on the proposed preliminary plat attached
hereto as Exhibit "D" and made a part hereof for all purposes (collectively, the "Work ") and
constructed the streets, street lights along the newly constructed streets (at the sole cost of Purchaser
as street lights are not included in the budget for the Work), sidewalks, water line and sewer line and
certain grading improvements (collectively, the "Improvements") in accordance with the Plans and
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Specs, and Purchaser's grading plan utilizing contractors that meet City requirements, within the one
hundred twenty (120) business days following the later to occur of (i) the Effective Date, or (ii)
Seller's receipt of Purchaser's final grading plan for the Property, subject only to a "Force Majeure
Event" (the "Completion Date "). A Force Majeure Event shall extend the Completion Date to allow
Seller complete the Improvements. As used herein, a "Force Majeure Event" shall mean acts of God
or acts of nature (including inclement weather), wars, strikes, riots, limited allocation or
unavailability of materials or labor from third parties, and other causes beyond the reasonable control
of Seller. Such term shall also include the inability to acquire, or the delays in acquiring, at
reasonable cost and after the exercise of due diligence on the part of such party, any permit or
approval of any applicable governmental authorities.
(B) Purchaser has provided Seller with a grading plan for the Property, and the grading
improvements have been performed by Seller in compliance with the grading plan. Seller shall
provide Purchaser with a certificate stating that all of the Fill Dirt (hereinafter defined) placed on the
Property was taken from the Adjacent Property.
(C) Seller shall obtain the required approvals from Purchaser of a final site plan and plat for the
Property in accordance with the PDSU + I Approvals and the related rezoning and preliminary site
plan approvals previously obtained by Seller from Purchaser in accordance herewith. Purchaser shall
cooperate fully with Seller and use good faith efforts in connection with the foregoing approvals.
(D) Seller shall have caused the dirt road at the North end of the Land to have been moved in
accordance with the Surface Use Agreement affecting the Property.
(E) Final acceptance of the Work and Improvements by the Purchaser shall be required, and the
Work and Improvements shall be constructed by contractors that satisfy Purchaser's requirements in
accordance with Purchaser's customary standards, inspections and the Plans and Specs in order to be
accepted by Purchaser.
(F) Seller has entered into one (1) or more contracts and /or subcontracts (whether one (1) or
more, the "Development Contracts "), in a form acceptable to Purchaser, with bondable contractors
selected by Seller and pre - qualified with the City of Fort Worth to perform all or portions of the
Work; provided, however, that the Development Contracts shall provide that same shall be fully
assignable by Seller to, and assumable by, Purchaser upon notice to, but without the consent of, the
applicable contractor or subcontractor. The Development Contracts must be conditionally assigned
to Purchaser such that if Purchaser properly terminates this Agreement following the default
thereunder by Seller and giving effect to the applicable notice and cure provisions, then, at the option
of Purchaser, said Development Contracts shall automatically assigned to, and assumed by,
Purchaser without any consent, action or documentation from Seller or the applicable contractor(s) or
subcontractor(s).
7. Failure of Performance.
(A) Failure to Commence or to Continue the Work. If, for any reason other than Purchaser's
prior default under this Agreement or failure to take all reasonable steps to cooperate with Seller so
that Seller may timely commence performance of the Work or continue performance of the Work, (i )
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Seller fails and /or refuses to commence performance of the Work within thirty (30) days following
the Effective Date, or (ii) Seller stops /fails to continue performance of the Work entirely for a period
of thirty (30) days, and such failure is not cured or corrected within thirty (30) days following written
notice thereof to Seller, then Purchaser may, at its option, terminate this Agreement, at which time,
the Deed shall be recorded, each of the Closing Documents shall be distributed to the applicable
party(ies), and all undisbursed funds being held by the Escrow Agent under this Agreement shall be
delivered to Purchaser. In addition, at the option of Purchaser exercisable by delivering written
notice to Seller, Escrow Agent and the applicable contractor(s) or subcontractor(s), said
Development Contracts shall automatically be assigned to, and assumed by, Purchaser without any
consent, action or documentation from Seller, Escrow Agent or the applicable contractor(s) or
subcontractor(s).
(B) Failure to Meet the Closing Conditions. If, for any reason other than Purchaser's prior
default under this Agreement, Seller fails and /or refuses to satisfy all of the Closing Conditions by
the Completion Date, and such failure is not cured or corrected within thirty (30) days following
written notice thereof to Seller, then Purchaser may, at its option, terminate this Agreement, at which
time, the Deed shall be recorded, each of the Closing Documents shall be distributed to the
applicable party(ies), and all undisbursed funds being held by the Escrow Agent under this
Agreement shall be delivered to Purchaser. In addition, at the option of Purchaser exercisable by
delivering written notice to Seller, Escrow Agent and the applicable contractor(s) or subcontractor(s),
said Development Contracts shall automatically be assigned to, and assumed by, Purchaser without
any consent, action or documentation from Seller, Escrow Agent or the applicable contractor(s) or
subcontractor(s).
8. Escrow Account. Escrow Agent agrees to act as escrow agent to handle and manage the
escrowed funds described herein (collectively, the "Escrowed Sums "). The Escrow Agent shall
promptly deposit such sums in an interest - bearing account (the "Escrow Account ") at a federally
insured bank or savings and loan located in Fort Worth, Tarrant County, Texas (with all interest
earned thereon to become a part thereof). The Escrow Agent shall continue to hold the Escrowed
Sums in the same manner, and the Escrow Agent agrees to hold and disburse the Escrowed Sums in
strict accordance with the provisions of this Agreement.
9. Grading Plan. Purchaser shall provide a grading plan for the Property to Seller no later than
March 1, 2012. Notwithstanding any language seemingly to the contrary contained in this
Agreement, for every day after March 1, 2012 that occurs without Seller receiving Purchaser's
grading plan for the Property an additional day shall automatically be added to the Completion Date.
After receipt of the grading plan, Seller shall solicit bids for the grading work from contractors.
Upon review of the bids, Seller shall notify Purchaser of the cost of the grading work (the "Grading
Costs ") which is not included in the Purchase Price; provided, however, the Grading Costs shall not
exceed two and 50 1100 Dollars ($2.50) per cubic yard of dirt used for the grading of the Property (the
"Fill Dirt"). In order to eventually compensate Seller for the grading work, within twenty (20) days
after Purchaser's receipt of such notice, Purchaser shall deposit with the Escrow Agent in escrow an
additional sum equal to the Grading Costs as set forth in Seller's notice. If the final Grading Costs
exceed the amount Purchaser deposits with the Escrow Agent pursuant to the notice, Purchaser shall
request, and Seller shall provide, any reasonable documentation Purchaser deems necessary to
determine the reasonableness and validity of the additional costs prior to the deposit of additional
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funds with the Escrow Agent. Such sums shall be placed by the Escrow Agent in the Escrow
Account and treated in the same fashion as the rest of Escrowed Sums held in escrow per this
Agreement for all purposes.
10. Closing. At the Closing the Escrow Agent shall disburse the balance of the Escrowed Sums
and disburse the Closing Documents per the terms of the Contract.
11. Escrow Agent.
(a) Escrow Agent acts hereunder as a depository only and is not responsible or liable in
any manner whatever for the sufficiency, correctness, genuineness or validity of any instrument
deposited with it hereunder, or with respect to the form or execution of the same, or the identity,
authority, or rights of any person executing or depositing the same. Escrow Agent shall be protected
in acting upon any notice, request, waiver, consent, receipt or other paper or document believed by
Escrow Agent to be genuine and to be signed by the proper party or parties. Escrow Agent
acknowledges its receipt of compensation upon the closing of the sale and purchase of the Property,
such that no further fees shall be paid to Escrow Agent for its services hereunder.
(b) Escrow Agent shall not be required to take or be bound by notice of any default of any
person, or to take any action with respect to such default involving any expense or liability, unless
notice in writing is given to an officer of Escrow Agent of such default and unless it is indemnified
in a manner satisfactory to it against any such expense or liability.
(c) Escrow Agent shall not be liable for any error of judgment or for any act done or step
taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do
or refrain from doing in connection herewith, except its own willful misconduct, negligence or its
own breach of this Agreement, and Escrow Agent shall have no duties to anyone except those
signing this Agreement.
(d) Escrow Agent may seek advice from legal counsel in the event of any dispute or
questions as to the construction of the provisions hereof, or Escrow Agent's duties hereunder, and
Escrow Agent shall incur no liability and shall be fully protected in acting in good faith in
accordance with the opinion and instructions of such counsel.
(e) Each Party, to the extent permitted by law, hereby jointly and severally agree to save, defend,
indemnify and hold harmless the Escrow Agent from and against any and all claims, demands,
causes of action, losses, liabilities, damages, costs and expenses, including, without limitation, court
costs, legal expenses and reasonable attorneys' fees, incurred or suffered by the Escrow Agent which
arise out of the acts or omission of such Party hereunder or otherwise with respect to this Agreement
(except for the willful misconduct, negligence or breach of this Agreement by Escrow Agent). Each
Party further agrees to save, defend, indemnify and hold harmless the Escrow Agent from and against
any and all other claims, demands, causes of action, losses, liabilities, damages, costs and expenses,
including, without limitation, court costs, legal expenses and reasonable attorneys' fees, incurred by
the Escrow Agent in connection with the performance of its obligations under this Agreement,
except to the extent anv such claims. demands. causes of actions. losses, liabilities. damages. costs or
expenses are incurred or suffered by the Escrow Agent directly as a result of its own willful
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misconduct, negligence or its own breach of this Agreement. The indemnity provisions of the
Parties in this paragraph shall survive the expiration or any termination of this Agreement and shall
be performable at the office of the Escrow Agent in Fort Worth, Tarrant County, Texas. Nothing
contained herein shall ever be construed so as to require Purchaser to create a sinking fund or to
access, levy and collect any tax to fund its obligations under this paragraph.
(f) In the event that Escrow Agent performs any service not specifically provided for in
this Agreement, or there is any assignment or attachment of any interest in the subject matter of this
Agreement or any modification thereof, or that any controversy arises hereunder, or that Escrow
Agent is made a party to, or intervenes in, any litigation pertaining to this Agreement or the subject
matter hereof, Escrow Agent shall be reasonably compensated therefor and reimbursed for all
reasonable costs and expenses occasioned thereby.
(g) It is understood and agreed that in the case of any controversy, Escrow Agent may
refrain from acting in any manner until it receives written agreement from all parties hereto, or
Escrow Agent may interplead the subject matter of this Agreement into any court of competent
jurisdiction, and the act of such interpleader shall immediately relieve Escrow Agent of its obligation
to disburse the Escrowed Sums so interplead. The Parties expressly acknowledge Escrow Agent's
right to interplead the money into a court of competent jurisdiction domiciled in Tarrant County,
Texas.
(h) Escrow Agent may resign as Escrow Agent under this Agreement by giving written
notice to each of the Parties in accordance with the provisions of this Agreement at least thirty (30)
days prior to the effective date of such resignation. Thereafter, Escrow Agent shall deliver all
Escrowed Sums held pursuant to this Agreement upon the joint written and signed order of each of
the Parties. If no such order is received by Escrow Agent within thirty (3 0) days after the giving of
such notice, Escrow Agent is authorized and empowered to deliver the Escrowed Sums into the
registry of a court of competent jurisdiction.
(i) Upon mutual agreement by each of the Parties, the Escrow Agent may be removed,
with or without cause, and a substitute escrow agent appointed or otherwise designated and the
Escrowed Sums disposed of without any other formality than by giving written notice to Escrow
Agent at Escrow Agent's address set forth below, in which event Escrow Agent shall deliver the
Escrowed Sums in accordance with the joint written and signed instructions of the Parties and shall
thereupon be deemed to be removed as of the date designated in such notice, or if no date is
designated, as of the date such delivery is made.
12. Notice. In the event any party hereunder desires or is required to give any notice to any other
party, such notice shall be deemed delivered three (3) days after the notifying party deposits same in
the United States mail, certified mail, return receipt requested, postage prepaid, addressed to the
person or entity at the address set forth adjacent to such party 's signature hereto. Notice may also be
given by personal delivery or facsimile transmission and shall be effective only if and when received
by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. of any business day, with
delivery made after such hours to be received the following business day. The parties hereto shall
have the right from time to time to change their respective addresses by at least five (5) days' written
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notice to the other parties given in the manner herein provided.
13. Miscellaneous Provisions.
(a) Business Day. The term "business day," as used herein, shall mean any calendar day
that is not a Saturday, Sunday or state or federal legal holiday.
(b) No Oral Modification. This Agreement may not be modified, amended or altered
except by an agreement in writing signed by the Parties and the Escrow Agent. Matters between the
Parties may be amended, modified or altered by an agreement in writing signed by the Parties alone.
(c) Governing Law. This Agreement has been prepared, is being executed and
delivered, and is intended to be performed in the State of Texas, and the substantive laws of such
state shall govern the validity, construction, enforcement and interpretation of this Agreement.
Venue of any case or controversy arising under or pursuant to this Agreement shall lie in Tarrant
County, Texas.
(d) Severability. If any covenant, provision, or agreement of this Agreement shall be
held illegal, invalid, or unenforceable under present or future laws effective during the term of this
Agreement, then and in that event, it is the intention of the Parties hereto that the remainder of this
Agreement shall not be affected thereby, and that this Agreement shall otherwise continue in full
force and effect. It is the further intention of the Parties that in lieu of each covenant, provision, or
agreement of this instrument that is held illegal, invalid, or unenforceable, there be added as a part
hereof a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or
provision as may be possible and be legal, valid, and enforceable.
(e) Entirety. This Agreement embodies the entire agreement among the Seller,
Purchaser and Escrow Agent, and supersedes all prior agreements and understandings, if any,
relating to the Development Matters and the subject matter hereof, including, without limitation, the
Original Agreement.
(f) Binding Effect and Assignment. The terms of this Agreement shall be binding upon
and inure to the benefit of the Parties hereto and their respective successors, assigns and legal
representatives; provided, however, that neither party hereto may, without the prior written consent
of the other, assign any rights, powers, duties, or obligations hereunder; and further provided,
however, that this Agreement shall not inure to the benefit of any party other than the Parties to this
Agreement.
(g) Headings. Section headings are for convenience of reference only and shall in no
way affect the interpretation of this Agreement.
(h) Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same agreement, and any of the Parties hereto
may execute this Agreement by signing any such counterparts.
(1) Time of the Essence. Time is of the essence of this Agreement.
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(j) Attorneys' Fees. If any parry to this Agreement shall be required to employ an
attorney to enforce or defend the rights of such parry hereunder, the prevailing party shall be entitled
to recover reasonable attorneys' fees and costs of suit.
(k) Negotiation by Counsel. The parties acknowledge that each party and its counsel
have reviewed and revised this Agreement, and agree that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement or any amendments or exhibits hereto.
(1) Authority of Signatory. Each of the parties hereto individually represents and
warrants that its signatory has full right and authority to execute this Agreement on behalf of the
party named herein, and that this Agreement is a valid and binding obligation of such party, subject
to its terms.
SIGNATURE PAGE FOR SELLER
EXECUTED by Seller as of (although not necessarily) on and to be effective as of the date
first hereinabove written.
Address/Telephone/Fax:
Western Union Building
314 Main Street, Suite 202
Fort Worth, TX 76102
Phone: (817) 871 -9000
Fax: (817) 871 -9008
with a copy to:
Leonard A. Stern, II
Smith, Stern, Friedman & Nelms, P.C.
6688 N. Central Expressway, Suite 550
Dallas, Texas 75231
Phone: (214) 739 -0606
Fax: (214) 739 -0608
SELLER:
SK HIGHLAND MEADOWS, L.P.,
a Texas limited partnership
By: 5409 MIRAMAR, LLC,
a Texas limited li bility company,
By:
Kimberly Gill, Sole Member
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SIGNATURE PAGE FOR PURCHASER
EXECUTED by Purchaser as of (although not necessarily) on and to be effective as of the
date first hereinabove written.
PURCHASER:
THE CITY OF FORT WORTH,
a Home -Rule Municipality duly organized
Address/Telephone/Fax: and operating under the Constitution and
laws of the State of Texas
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Mark Rauscher, AICP
Planning & Development
Telephone No.: (817) 392 -8873
Telecopy No.: (817) 392 -8361
Email: Mark. Rauscherkfortworthtexas.govBy: Cc.�.......�f. C...I�. —y
Fernando Costa, Assistant City Manager
with a copy to:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Leann Guzman,
Senior Assistant City Attorney
Telephone No.: (817) 392 -8873
Telecopy No.: (817) 392 -8361
Email: Leann. Guzman car fortworthtexas.gov
ATTEST:
City Secretary
Approved as to Form and Legality:
ssistant City Attorney
.L — �.J �1O
Contract huthorizatioa
Date
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OFFICIAL RECORD!
CITY SECRETARY i
FT VVORTH, T
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SIGNATURE PAGE FOR ESCROW AGENT
Address/Telephone/Fax:
Alamo Title Insurance Company
Attn: Mr. Lavonne S. Keith
2900 South Hulen Street, Suite 30
Fort Worth, Texas 76109
Phone: (817) 921 -1215
Fax: (817) 370 -6131
Attachments:
ESCROW AGENT:
ALAMO TITLE INSURANCE COMPANY
Prin d name: y0 /7n e e ��
Title: clt4l-ie c' r
Exhibit "A" — Description of the Property
Exhibit "B" — Description of the Plans and Specs
Exhibit "C -1" — Certificate of SK Highland Meadows, LP
Exhibit "C -2" — Certificate of 5409 Miramar, LLC
Exhibit "D" — Copy of the Preliminary Plat
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JADOCS \6 Clients \6060 -Kim Gill \023D -Sale to City of Ft. Worth\Contract.v I. 102711(SSFN).doc Exhibit "A" — Page 1 of 2
PROPERTY DESCRIPTION
Being a 7&732 acre tract i fland situated in the Henrey Robertson Survey, Abstract Nu 1259, Tarrant County, Texas, And being a pnnlion of A cell Ain pact
of laud as described in deed to Ednin Greines Cohen, recorded in Volume 11447, Page 1698, Decd Records, Tarrant Comfy, Texts. The beatings for this
Snrvty Are Lased on the nmthetumost north he of said Cohen tract, Vohmre 11447, Page 1698, Deed Records, Tarrant County, Texas. Said 75.732 acre
tract of I:md being described by urctes and hounds as follows:
Cmmnenchtg at a 518" iron rod with plastic cap found at the southeast coiner of said Cohen pact, also being at the intersection of the west iight-n4trav line
of F.M. Highway Nu. 156 And the unrth tight- uf-way line of Hicks Road;
Thence Nmth 89 °43'51" West, departing the west iightKd -wav line of F.M. Highwav No. 156, along the. south line of said Cohen tract and the. north
tight - of -wav fine of Hicks Rnnd, a distance of 1769.23 Feet to a 12" ii-nn rod with plastic cap stamped "RPLS 4818" found for the POINT OF
BEGINNING;
Thence North 89 043'54" West, along Oac south line of said Cohen tract and the north tightof- -nay line of Hicks Road, a distance of 60.00 Feet to A 1/2" irnu
rod with plastic cap shrnpcd "RPLS 4818" found;
Thence departing the not tight -of -way fine of hicks Road and the south he of said Cohen tact and over and across said Cohen tract the Mowing
courses and distances:
North 0 000'00" East, a distance of 424.28 Feet to 12" iron rod with plastic cap stamp "RPLS 4818" found for the beginniu" of a tangent curve,
concave to the west, having it radius of 27n.00 Feet, a central angle of 28°19'50 ", and a chord of 132.15 Feet hearing North 14 °09'55" West,
Natherlyalong said calve, a distance of 133.50 Feet to 1/2" h•ou roil with plastic cap stamp "RPLS 4818" found;
North 28 019'50" West, A distance of 124.66 Feet to 1/2" iron rod with plastic cap stump "RPLS 4818" found for the beginning of a tangent curve,
concave to the east, having A radius of330.00 Feet, a central Angle of 28°40'08 ", and a chord of 163.40 Feet beating North 13059'46' West;
Northwesterly Along said curve, A distance of 165.12 Feet ht 1/2" iron rod with plastic cap stamp "RPLS 4818" fund;
North 0 020'18" East, a distance of VLSI Feet to 12" iron rod with plastic cap stamp "RPLS 4818" found;
South 86 053138" West, a distance of 537.33 Feet to 12" iron rod with plastic cap stamp "RPLS 4818" found;
South 46 007106" West, a distance of444.73 Feet to 12" iron rod with plastic cap stamp "RPLS 4818" found;
South 3 °21'50" West, a distance of 18514 Feet to 12" iron rod tvith plastic cap stamp "RPLS 4818" found in the westerly line of said Cohen tract and
the easterly tight-n4wav Elie of U.S. Highway 287, for the beginning of an on-taingent eurve, concave to the southwest, billing a radius of 11659.16
Feet, a cental angle of 4 007'33 ", and a chord of 839.40 Feet beating North 45 °19'39" West;
Thence northwesterly Along said curve, along the easterly tight -of-way he of U.S. Highway 287 and the westerly line ofsald Cohen tract, a distance of
839.58 Feet to a highway monument found;
Thence North 47 022'43" West, continuing along the easterly tightof- -way, line of U.S. Highway 287 mud the westerly line ofsald Cohen tract, a distance of
346.32 Feet to a highway ntnnument found at the westernnmst southwest turner ofsald Cohen tract, Also being at the intersection of the easterly
light-of-way line of U.S. Highway 287 mid the east tight -of -wily be of G.C. & S.F. Rau Road;
Thence Not 1 042 '43" East, departing the casterfy fight - of -w•ay Eu , of U.S. Highway 287, along the west hue of said Cohen filet and the east [ighbof -way
fine of G.C. & S.F. Rail Road, a distance of 765.03 Feet to a 5/8" it rod with plastic cap found At the westernmost northwest corner of sAid Cohen tract;
Thence departing the east nightol =way lisle of G.C. & S.F. Rail Road and the west Eve of said Cohen tract and over and across said Cohen tract the
following courses And distances as follows:
South 89052'37' East, a distance of450.12 Feet to a 12" it rod with plastic cap stooped "RPLS 4818" found;
North 1 043'02" East, a distance of 454.60 Feet to a 12" iron rod with plastic cap stamped "RPLS 4818" found;
South 89 °5014" East, a distance of 1407.09 Feet to 111/21, iron rod with plastic cap stamped "RPLS 4818" found;
South 0 020'18" West, a distance of 453.97 Feet to u 12" Lau rod with plastic cap stumped "RPLS 4818" found;
Snuth 89 051139" East, a distance of420.00 Feet to a 12" Iron rod with plastic cap stamped "RPLS 4818" found;
South 0 °20'18" West, a distance 01`683.85 Feet to a 12" iron rud with plastic cap stamped "RPLS 4818" found;
North 89 051'06" West A Jishmce of 420.00 Feet to A 1/2" ton rod with plastic cup stamped "RPLS 4818" found;
South 0 °2018" West, a distance of 310.00 Feet to a 12" iron rod with plastic rap sLmnped "RPLS 4818" found, m U$" iron rod with plastic cap beats
South 24°21'14" West, A distance of fi.66 Feet;
Sorth 89 °51'06" East, a distance of450.00 Feet to a 12" Iron rod with plastic cap stamped "RPLS 4818" found;
Notch 0020'18" East, a distance of lr5.00 Feet to a 12" iron rod with plastic cap stamped "RPLS 4818" found:
South 89°51'06" East, a distance of 1149.99 Feet to A 1/2" iron rod with plastic cap stamped "RPLS 4818" found, a "" bon rod with plastic cap hears
South 4 °03'08" East, a distance of 0.56 Feet;
South 0 008'54" West, a distance of 20.00 Feet to a 1/2" iron rod with plastic cap stamped "RPLS 4818" found, a 5/8" Iron rod with plastic cap bears
South 0°51'05' West, A distance of 0.64 Feet;
South 89°51'06" East, a distance af200.00 Feet to a 12" iron rod with plastic cap stamped "RPLS 4818" found in the east Hue of said Cohen tract and
the west tight-of -way line of F.M. Highway 1.56, a S/8" iron trod with plastic cap heats south 3 044'17" West, A distance of 0.72 Feet;
Thence South 0 °20'10" West, along the west rightof -way, he of F.14L Highway 156 And the east line of said Cohen tact, A distance of 60.00 Feet to a 1/2"
Iron and with plastic cap stamped "RPLS 4818" found;
Thence departing the west right -of way line of F.M. Highway 156 and the east line ofsald Cohen tract And over and Across said Cohen tract the following
courses and distances:
North 89 °51'06" West, a distance of 199.80 Feet to m 1/2" iron rod with plastic cap stamped "RPLS 4818" found far the beginning of a tangent curve,
concave to the north, having a radius of 1230.00 Feet, A central angle of 7 °24'07 ", and A chord of 158.79 Feet bearing North 8(, °09'02" West;
Westerly along said curve, a distance of 156.90 Feet to a 12" iron rod with plastic cap stamped "RPLS 4818" found for the beginning of a reverse
curve, concave to the south, having a radius of 1170.00 Feel, a central angle of 7 °24'07 ", and a chord of 151.05 Feet bearing south 86 °09'02" East;
Westerly along said cove, a disturce of 151.15 Feet to a 1/2" it rod with plastic cap stamped "RPLS 4818" found;
Notch 89 °51'06" West, A distance nf292.25 Feet to a 1/2" iron trod with plastic cap stamped "RPLS 4818" frond for the beginning of a tangent cure,
concave to the south, having a radios of 570.00 Feet, a central angle of31 03142 ", and a chord of 309.71 Feet bearing South 74 °23'03" West;
Westerly along said curve, a distance of313.66 Feet to A 12" iron rod with plastic cap stamped "RPLS 4818" found for the beginning of a reverse
cure, concave to the nnith, having a radius of 480.00 Feet, a central angle of 31 °31'42 ", And a chord of260.81 Feet bearing South 74 °23'03" West,
Snuthwesterh' Along said curve, a distance of 26433 Feet to a 1/2" Lon rod with plastic cap stamped "RPLS 4818" found;
North 89°51'06" West, a distance of 45010 Feet to a 1/2" lion rod with plastic cap stamped "RPLS 4818" frond;
South 86 °.53'38" West, a distance of 105.18 Feet to it 1/2" iron rod with plastic cap stamped "RPLS 4818" found;
0 South 0 020'18" West, a distance of 175.14 Feet to a 12" it-on rod with plmtic cap stmuped "RPLS 4518" found for the beginning of a tangent cove,
r concave to the east, having a radius of 270.00 Feet, A central Angle of 28°40'08 ", and a chord of 133.69 Feet beain9 South 13 059'46" East
° Southerly Along said luxe, a distance of 135.10 Feet to A 12" hot rod with plastic cap stamped "RPLS 4818" found;
i
i south 28019'50" East, a distance of 124.66 Feet to a 12" it on rod with plastic cap stamped "RPLS 4818" found for the beginning of a tangent curve,
i concave to the west, having A radius of 330.00 Feet, A central angle of 2R°19'50 ", and a chard of 161.52 Feet beating South 14°09'55" East;
Southeasterly- along said cun•e, a distance of 163.17 Feet to a 1/2" it and with plastic cap stamped "RPLS 4818" found;
South 0 °00'00" We;(, A distance of 42456 Feet to the POINT OF BEGINNING And containing A computed area of 75.732 Act es, more or less.
J:\DOCS \6 Clients \6060 -Kim Gil 1\023D-Sale to City Of Ft. Worth \Contraet.V 1.10271 I (SSFN) do, Exhibit "A" - Page 2 of 2
EXHIBIT "B"
DESCRIPTION OF PLANS AND SPECS
Purchaser is in possession of, and has approved the Plans and Specs. For identification purposes,
the initial page of the Plans and Specs follows.
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Plans for the Construction of Water, Sanitary Sewer, Paving, Drainage D.O.E. No. 8780 Water Project No. P285-607t501842 -00
and Street Light Improvements for SHIRE MEADOW DRIVE AND HILSHIRE DRIVE Plan
Flle No. W -2207 Sewer Project No. P276-707t301842 -00
Flle No. W -2207 Sewer Project No. P276-707t301842 -00
EXHIBIT "C -1"
(see Certificate attached)
CERTIFICATE OF
SK HIGHLAND MEADOWS, L.P., a Texas limited partnership
THE UNDERSIGNED do hereby certify that:
5409 Miramar, LLC, a Texas limited liability company, the sole General Partner (herein .so
called) of SK Highland Meadows, L.P., a Texas limited partnership, (the "Partnership ") and
has custody of the records of the Partnership.
2. The Partnership is in existence and in good standing in the State of Texas.
The following exhibits attached hereto and made a part hereof for all purposes are true and
correct copies of the referenced document:
(a) Exhibit "A" - (i) Agreement of Limited Partnership dated effective as of July 22,
2004; (ii) Certificate of Limited Partnership dated July 22, 2004 and fled in the
office of the Secretary of the State of Texas on July 22, 2004; (iii) Agreement and
Assignment of Partnership Interest dated May 29, 2009; (iv) Agreement and
Assignment of Partnership Interest dated May 29, 2009; (v) Agreement and
Assignment of Partnership Interest dated May 29, 2009; and (vi) First Amendment
to Agreement of Limited Partnership dated May 29, 2009; and
(b) Certificate of Account Status dated January 16, 2012, from the Texas Comptroller of
Public Accounts.
4. Notwithstanding anything seemingly to the contrary contained in the Agreement, the
Partnership, by and through its sole General Partner, is authorized to do all things necessary
or advisable in connection with sale (the "Sale ") of that certain 75.732 acre tract located in
Tarrant County, Texas, pursuant to the terms of that certain Contract for Sale and Purchase
of Unimproved Property dated July 20, 2004, as amended by that certain Contract for Sale
and Purchase of Unimproved Property dated , 2012 (as amended,
the "Contract ") between the Partnership, as Seller, and The City of Fort Worth, as Purchaser
(herein so called), and to do any and.all things necessary or required in connection with any
of the foregoing, without limitation, the execution and delivery of any and all documents and
instruments on behalf of the General Partner, in its capacity as General Partner of the
Partnership, as may be necessary or desirable in connection therewith, including, without
limitation, any deeds, easements, escrow agreements, assignments certifications, closing
statements, agreements, affidavits and any other documents and instruments as may be
required in connection with the Sale.
The General Partner is authorized to execute and deliver any and all such documents and
instruments as are a necessary or required of the Partnership in connection with the Sale, as
aforesaid, ' without the joinder of any other Partner, and all persons and entities, including
without limitation, Purchaser or Alamo Title Company, may rely fully upon the execution
and delivery of any documents, instruments or agreements, as the duly authorized and
permitted act and deed of the Partnership, and fully binding the Partnership, without
requiring the joinder or ratification of any other Partner or any other party, and without the
necessity of further inquiry with respect thereto.
All actions heretofore taken by the Partners, or any of them, and all things done by their
authority, with respect to the Sale, be and the same are hereby ratified, approved and adopted
as the acts and deeds of the Partnership.
Page 1 of 2
J: \WPDOCS \6 C1 ients \6060 \023DISKHighl and. I.P. Res
Except as set forth above, no further amendments or modifications have been made to the
Agreement.
IN WITNESS WHEREOF, we have hereunto set our hand as of the _ day of , 2012
SOLE GENERAL PARTNER
5409 MIRAMAR, LLC,
A Texas limited Liability Company
By:
Kim Gill, Sole Managing Member
LIMITED PARTNERS OWNING MORE
THAN SIXTY -SIX PERCENT INTEREST:
IN WITNESS WHEREOF, we have hereunto set our hand. as of the _ day of , 2012
By:
KIMBERLY GILL
IN WITNESS WHEREOF, we have hereunto set our hand as of the _ day of , 2012
y:
MICHAEL A. HEIM
;iM "riys, TANIA M. LEWIS
*1 MY COMMISSION EXPIRES
Q: ;f ;�; *s` Apd113,2013
EXHIBIT "C -2"
(see Certificate attached)
CERTIFICATE Or
5409 MIRAMAR, LLC,
a Texas limited liability company
The undersigned, being the Sole Member (herein so called) of 5409 MIRAMAR, LLC, a
Texas limited liability company (the "LLC "), does hereby certify as follows:
1. Attached hereto as Exhibit "A" is a Certificate of Organization, dated March 23,
1999, from the Texas Secretary of State (the "TXSS ") attaching the Articles of Organization of the
LLC (the "Articles "), dated as of March 19, 1999 and filed with the TXSS on March 23, 1999.
2. Attached hereto as Exhibit "B" is a true and correct copy of the Regulations (herein
so called) of the LLC, dated March 19, 1999 and executed by the Sole Member.
3. Attached hereto as Exhibit "C" is Certificate of Account Status dated January 16,
2012, from the Texas Comptroller of Public Accounts.
4. The following resolutions were unanimously adopted by the Sole Member, and said
resolutions have not been altered, amended, repealed or rescinded as of the date hereof:
RESOLVED, the Sole Member of the LLC, is hereby authorized and directed to do
any and all things which such Sole Member deems necessary or advisable, in his sole
discretion, in the best interest of the LLC, in its capacity as General Partner of SK
Lawson Highland, L.P., a Texas limited partnership (the "Partnership ") in connection
with sale (the "Sale ") of that certain 75,732 acre tract of land located in Tarrant
County, Texas, pursuant to the terms of that certain Contract for Sale and Purchase
of Unimproved Property dated , 2012 (the "Contrast ") between
the Partnership, as Seller, and The City of Fort Worth, as Purchaser (herein so
called), and to do any and all things necessary or required in connection with any of
the foregoing, without limitation, the execution and delivery of any and all
documents and instruments on behalf of the LLC, in its capacity as General Partner
of the Partnership, as may be necessary or desirable in connection therewith,
including, without limitation, any deeds, easements, escrow agreements,
assignments certifications, closing statements, agreements, affidavits and any other
documents and instruments as may be required in connection with the Sale.
Page 1 of 2
JADOCS \6 Clients \6060 -Kim GIII \023D -Ski le to City of Ft. Worth \5409.Miram:u -.LLC..wp<I
RESOLVED FURTHER, that the LLC, in its capacity as General Partner of the
Partnership, is authorized to execute and deliver any and all such documents and
instruments as are necessary or required of the LLC, in its capacity as General
Partner of the Partnership in connection with the Sale, as aforesaid, including,
without limitation, and Purchaser and Alamo Title Company, may rely fully upon the
execution and delivery of any documents, instruments or agreements, as the duly
authorized and permitted act and deed of the LLC, in its capacity as General Partner
of the Partnership, and fully binding the Partnership, without requiring the joinder
or ratification of any other party, and without the necessity of further inquiry with
respect thereto,
RESOLVED FURTHER, that all actions heretofore taken by the LLC, in its capacity
as General Partner of the Partnership, and all things dome by its authority, with
respect to the Sale, be and the same are hereby ratified, approved and adopted as the
acts and deeds of the LLC, in its capacity as General Partner of the Partnership,
5. As an attestation of the accuracy of the foregoing, and of the undersigned's assent and
ratification of the resolutions set forth in Paragraph 4 above, the undersigned has hereunto
subscribed his name, as of the day of '2012,
SOLE MF,MBER:
KIM GILL
Page 2 of 2
JADOCS \G Clients \6060 -Kim GiM0231) -Sale to City of Ft. Worth \5409 Miramar L,LC..wpd
EXHIBIT "D"
(see Plat attached)
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M &C Review Page 1 of 2
Official site of the City of fort worthjexas
CITY COUNCIL AGENDA F°
COUNCIL ACTION: Approved on 12/13/2011 - Ordinance No. 20027 -12 -2011
DATE: 12/13/2011 REFERENCE L -15298 LOG NAME: 06NORTHSIDE
NO.: SERVICE CENTER
CODE: L TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Adopt Supplemental Appropriation Ordinance Increasing Estimated Receipts and
Appropriations in the Solid Waste Fund in the Amount of $4,784,000.00 and Decreasing
the Unaudited, Unreserved, Undesignated Solid Waste Fund Balance by the Same Amount
and Authorize the Acquisition of a 75.732 Acre Tract of Land Located at the Northeast
Corner of United States Highway 287 and Bonds Ranch Road, Fort Worth, Texas, from SK
Highland Meadows, LP, to Be Developed as a Future City Service Center for Various City
Departments for $5,200,000.00, Including Estimated Closing and Land Grading Costs
(COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and
appropriations in the Solid Waste Fund by $4,784,000.00 and decreasing the unaudited, unreserved,
undesignated Solid Waste Fund balance by the same amount;
2. Authorize the payment of $416,000.00 from the Stormwater Utility Fund;
3. Authorize the acquisition of a 75.732 acre tract of land located at the northeast corner of U.S. 287 and
Bonds Ranch Road, Fort Worth, Texas, from SK Highland Meadows, LP, to be developed as a future City
service center for various City departments for $5,200,000.00, including estimated closing and land grading
costs; and
4. Authorize the City Manager, or his designee, to execute and record the appropriate instruments
conveying the property to complete the sale.
DISCUSSION:
Staff recommends acquiring the 75.732 acre tract of land from SK Highland Meadows, LP, to be developed
as a future City Service Center that will house various City departments to better serve the growth areas of
north Fort Worth. Multiple City departments have expressed an interest in eventually having a presence at
this site once future funding materializes. In the meantime, the Code Compliance Solid Waste
Services Division and Transportation and Public Works Stormwater Division have funding available
now for land acquisition and facility construction to house their respective operations. A site plan is
currently being developed so that the initial facilities constructed by Solid Waste and Stormwater
are compatible with the future build out of the City Service Center.
In order to maximize economies of scale and minimize redundancy of City facilities, the acquisition of this
site at U.S. 287 and Bonds Ranch Road is in line with the philosophy of ensuring that City facilities are
co- located when feasible. The tract of land is centrally located in north Fort Worth about five miles north
of Loop 820 and approximately two miles west of Interstate 35W and is within the Fort Worth City Limits.
The total purchase price of the property is $4,970,000.00. Estimated closing and land grading costs will be an
additional $230,000.00, bringing the total acquisition cost to $5,200,000.00.
The current zoning of this property is "I" and will need to be rezoned as a "PDSU" as a result of a new
drop off center to be constructed by Code Compliance Solid Waste Services Division. As part of the
purchase Agreement, SK Highland Meadows, LP, will be required to rezone the property to "PDSU ",
obtain preliminary and final plats on the 75.732 acre tract, and enter into a Community Facilities
Agreement to construct various infrastructure improvements including street connections to Bonds
Ranch Road and FM 156, installation of street lights along the newly constructed streets, grading
improvements, a twelve -inch water line, and a ten -inch sewer line. The total purchase price of
$4,970,000.00 for the property includes the land cost based on the City appraisal, the infrastructure
improvements described above, rezoning and platting the property, and obtaining the necessary
http://apps.cfwnet.org/council_packet/mc—review.asp?ID= I 6273&councildate= 12/13/2011 9/21/2012
M &C Review
permits from TxDOT to enable access to FM 156 - a state roadway facility.
Legal Description Price
75.732 Acre Tract of Land located at the northeast
corner of U.S. 287 and Bonds Ranch Road
Henry Robertson Survey, Abstract 1259, A portion of a
certain tract of land as described in deed to Edwin $4,970,000.00
Greines Cohen, recorded in Volume 11447, Page 1698,
Deed Records
TOTAL
This property is located in COUNCIL DISTRICT 7, Mapsco 20P.
Page 2 of 2
Estimated
Closing And
Land Grading
Costs
$ 230,000.00
$ 5,200,000.00
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached supplemental appropriation ordinance, funds will be available in the current
operating budget, as appropriated, of the Solid Waste Fund and the Stormwater Fund.
TO Fund /Account/Centers
PE64 541100 0239901 $4.784.000.00
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
FROM Fund /Account/Centers
PE69 541100 0209000 $416.000.00
PE64 541100 0239901 $4.784.000.00
Fernando Costa (6122)
Randle Harwood (6101)
Mark Rauscher (2446)
Cynthia Garcia (8187)
ATTACHMENTS
06NORTHSIDE SERVICE CENTER A012A.doc
North Service Center Location Boundary 09 28 11.ppt
Property description recd Kim Gill 11 22 11 doc
http: // apps .cfwnet.org /council _packet /mc review. asp ?ID = 16273 &councildate = 12/13/2011 9/21/2012