HomeMy WebLinkAboutContract 55288 CSC No. 55288
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE("Contract") is made and entered into by and
between the CITY OF FORT WORTH,TEXAS,a home rule Municipal Corporation of the State of Texas,
acting by and through its duly authorized City Manager or Assistant City Manager("Purchaser")and Selah
Resources,LLC, a Wyoming limited liability company("Seller"), as of the date on which this Contract is
executed by the last to sign of Seller and Purchaser("Effective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller,on and subject to the terms and conditions set forth in this Contract approximately 60.476 acres
of land known as 3900 Angle Avenue, as more particularly described in Exhibit"A", attached hereto and
made apart hereof for all purposes (the "Land"), together with (i) all buildings, fixtures, structures and
improvements thereon; (ii)any strips or gores between the Land and all abutting properties; (iii)all roads,
alleys,rights-of-way,easements,streets and ways adjacent to or serving the Land and rights of ingress and
egress thereto,whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road
or access way, opened or proposed,in front of,at a side of or adjoining the Land,to the centerline of such
street,road or access way;(v)all of Seller's rights,titles and interest,if any,in and to all water rights or any
kind or character pertaining to the Land; and(vi)all licenses,interests,and rights appurtenant to the Land.
The Land and Items(i)-(vi)are collectively referred to as the"Property".
(b) Seller shall convey the Property to Purchaser free and clear of all liens,claims,easements,
rights-of-way, reservations, restrictions, encroachments, tenancies, and any other encumbrances
(collectively,the"Encumbrances")except the Encumbrances appearing in the Title Commitment and the
Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3
("Permitted Encumbrances").
(c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this
conveyance(and the Property does not include)for itself,and its successors and assigns,any and all interest
in any and all oil,gas and other minerals in,on,or under the Land;provided,however,Seller hereby waives
and relinquishes access to any use of the surface of the Property except as set forth in the Special Warranty
Deed(defined herein). Seller shall convey all rights of title and interest in any water and water rights in
the Property.
Section 2. Independent Contract Consideration,Purchase Price and Earnest Money.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a
check in the amount of$100.00 ("Independent Contract Consideration") as independent consideration
for Seller's execution,delivery and performance of this Contract. This Independent Contract Consideration
is in addition to and independent of any other consideration or payment provided for in this Contract, is
non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract;
however, upon Closing(as hereinafter defined), the Independent Contract Consideration shall be applied
as a credit toward the Purchase Price(as hereinafter defined).
OFFICIAL RECORD
3900 Angle Ave,Fort Worth CITY SECRETARY
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FT.WORTH,TX
(b) The purchase price("Purchase Price")for the Property,payable by Purchaser to Seller at
Closing (as hereinafter defined), is SIX MILLION SIX HUNDRED THOUSAND and No/100
DOLLARS($6,600,000.00).
(c) Within three (3) business days following the Effective Date of this Contract, Purchaser
shall deposit the sum of FIFTY-THOUSAND and No/100 Dollars($50,000.00)in the form of immediately
available funds(together with any interest earned thereon,the"Earnest Money")and a signed copy of this
Contract with Sendera Title, 4161 McKinney Avenue, Suite 401, Dallas, Texas 75204, Telephone: 214-
891-1957,Fax: 214-891-1958,Attention: Christopher J. Greenwood(the "Title Company"). In the event
Purchaser fails to timely deposit the Earnest Money, then Seller shall have the right to terminate this
Contract by written notice to Purchaser delivered at any time thereafter until such time as the Earnest Money
is actually deposited. The Earnest Money shall be held by the Title Company in an interest bearing,FDIC
insured, account. Any interest on the Earnest Money shall be a part of the Earnest Money and paid in
accordance with the provisions of this Contract. The Earnest Money shall be (i) nonrefundable 90 days
after the Effective Date and shall be funded directly to the Seller within three business days after the 90 day
period(ii)applied towards the Purchase Price on the Closing Date(as defined below)if the conveyance of
the Property closes.
Section 3. Title Commitment and Survey.
(a) Within 15 business days after the Effective Date,Purchaser shall obtain at Purchaser's sole
cost and expense,a Commitment for Title Insurance("Title Commitment")from the Title Company. The
Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as
the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to
the Property. The Title Company shall also deliver contemporaneously with the Title Commitment legible
copies of all documents referred to in the Title Commitment,including but not limited to,plats,reservations,
restrictions, and easements.
(b) Purchaser has obtained a survey of the Property ("Survey") at Purchaser's sole cost and
expense. The Survey shall consist of a plat and field notes describing the Property,prepared pursuant to a
current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to
Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns,
and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the
Property net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii)
identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data,
and(iv) include the Surveyor's registered number and seal and the date of the Survey. The description of
the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract
that require a legal description of the Property.
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending 30 business days after the Effective Date in which to notify Seller in writing of
any objections("Objections")Purchaser has to any matters shown on the Title Commitment or the Survey.
(d) Seller shall have the option,but not the obligation,to remedy or remove all Objections(or
agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser's
notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such
Objections during the Cure Period,Seller shall be deemed to have elected not to cure such matters. If Seller
is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree
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irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Contract may be
terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period of
time (the "Termination Period") ending on the fifth business day following the end of the Cure Period,
and the parties shall be released of further obligations under this Contract; or(ii)any such Objections may
be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if
notice of termination is not given within the Termination Period. Any title encumbrances or exceptions
which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within
Title Review Period(or which are thereafter waived or deemed to be waived by Purchaser)shall be deemed
to be permitted exceptions(the"Permitted Exceptions")to the status of Seller's title to the Property.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this
Contract and are not attributable to actions by Purchaser and(ii)all Objections that Seller agrees in writing
to cure at or prior to Title Review Period shall be satisfied,cured or removed by Seller,at Seller's sole cost
and expense, at or prior to Closing. Should Seller not be able to cure these items during the Title Review
Period the Purchaser can terminate this Contract in its entirety by giving Seller written notice, the Earnest
Money shall be returned to Purchaser, subject to Section 2(c), and the parties shall be released of further
obligations under this Contract.
Section 4. Due Diligence Documents. Seller acknowledges that prior to the Effective Date it has
provided to Purchaser, and Purchaser hereby acknowledges and agrees that prior to the Effective Date it
has been received from Seller the following items related to the Property(collectively,the"Due Diligence
Documents") (i) any and all tests, studies and investigations relating to the Property and the operation and
maintenance thereof, including, without limitation, any soil tests, engineering reports or studies, and any
Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information
regarding condemnation notice(s),proceedings and awards affecting the Property; and(iii)all proposed or
existing private covenants, conditions and restrictions, of which the Property will be a part and any other
private agreements affecting the use or development of the Property. Provided, however, that
notwithstanding the above,if Seller has knowledge that any Due Diligence Documents that have not been
provided to Purchaser, Seller shall deliver same to Purchaser within five(5)days that such Due Diligence
Documents become known to Seller.
Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the
Property, including the Improvements, to make inspections, surveys, test borings, soil analysis, and other
tests, studies and surveys, including without limitation, environmental and engineering tests, borings,
analysis, and studies ("Tests"). Any Tests shall be conducted at Purchaser's sole expense and Purchaser
shall provide Seller notice at least 48 hours prior to conducting any Tests. Purchaser will not allow any
release of hazardous substances on the Property during its entry, or the entry of its contractors, employees,
agents, subcontractors, consultants, officers, etc. onto the Property prior to Closing. Purchaser will be
responsible for the payment and discharge of all obligations to contractors, subcontractors, materialmen,
workmen and other persons for all work performed and for materials furnished for or on account of
Purchaser during the Option Period. At the conclusion of the Tests, the Property will be restored by
Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted.
In the event this transaction does not close for any reason whatsoever,the Purchaser shall release to Seller
any and all independent studies or results of Tests obtained during the Option Period(as defined below).
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Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until 120 days after
the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations
under this Contract:
Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is
suitable for Purchaser's intended uses, including, without limitation, Purchaser being
satisfied with the results of the Tests(defined in Section 5 above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
precedent described in Section 6(a)above,Purchaser may give written notice thereof to Seller on or before
the end of the Option Period,whereupon this Contract shall terminate. Upon such termination,the Contract
will terminate,and neither party shall have any further rights or obligations under this Contract.
(c) The provisions of this Section 6 control all other provisions of this Contract.
(d) Intentionally left blank
Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on or before 30 days after the expiration of
the Option Period (the "Closing Deadline"), provided that the following closing contingencies
(collectively,the"Closing Contingencies")have been met:
(a) Intentionally left blank
(b) Seller, at its sole cost and expense, shall vacate certain easements affecting title to the
Property prior to Closing(more specifically, the easement originally conveyed to Illinois Pipeline
and the easement originally conveyed to Lone Star Gas Company).
(c) Purchaser shall obtain any necessary surface waivers and/or other agreements or
amendments to the mineral leases affecting the Property from the appropriate gas companies, as
long as said surface waivers to do not prohibit access to the Operating Site, being specifically
described in the attached Exhibit `B"; and Seller shall cooperate with Purchaser to obtain these
items and sign any documents necessary to accomplish same subject to approval of said document,
which shall not be unreasonably withheld,conditioned,or delayed.
(d) Seller will escrow$50,000.00 from the Seller's closing proceeds("Escrow Account").
(1) Should a governmental authority having jurisdiction over environmental matters
including but not limited to the Texas Water Commission, United States Environmental
Protection Agency,Texas Commission on Environmental Quality,or Purchaser,determine
within 120 days of Closing that a response,plan or action be undertaken due to any spill,
discharge, contamination,release or pollution of hazardous substances or wastes existing
as of the date of the Deed, whether sudden or gradual, accidental or intentional, on the
Property,Purchaser shall prepare and submit the required plans and undertake,implement
and diligently perform the required action, response or plan to completion in accordance
with the rules and direction of such governmental authority(ies) and to the satisfaction of
Purchaser. Purchaser shall be reimbursed for all expenses and costs associated with the
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required action,response,or plan from the Escrow Account. Purchaser shall not be entitled
to reimbursements in excess of the$50,000.00 in the Escrow Account.
(2) In those areas of the Property where asphalt and any other spoil materials that are
not reusable or recyclable by Purchaser(collectively, "Materials") are stored, Seller shall
remove such Materials at its sole cost and expense within 120 days of the Closing. After
Purchaser has been reimbursed for all expenses pursuant to Section(d)(1), in the event a
balance remains in the Escrow Account, Seller shall be reimbursed from said remaining
balance of the above-referenced Escrow Account upon the Materials removal subject to
Purchaser's approval, such approval not to be unreasonably withheld.
(3) Any balance remaining in the Escrow Account after the reimbursements paid first
to Purchaser pursuant to Section(d)(1) and then to Seller pursuant to Section (d)(2) shall
be released to Seller, provided that closure or clearance by the relevant governmental
authority has been received by Purchaser. The parties will enter into an escrow agreement
with an escrow agent agreed to by both parties reflecting the terms in this Section 7(d).
If the Closing Contingencies are not met by the Closing Deadline, Purchaser may either (i) grant an
extension to Seller in writing or(ii)terminate this Agreement by giving written notice to Seller.
Section 8. Closing.
(a) At the Closing, all of the following shall occur, all of which are deemed concurrent
conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Purchaser the following:
(i) A Special Warranty Deed("Deed"), fully executed and acknowledged by
Seller,conveying to Purchaser good and indefeasible fee simple title to the
Property subject only to the Permitted Encumbrances, but containing a
reservation of the mineral rights, with the precise form of the Deed
attached as Exhibit"C";
(ii) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller,
confirming that Seller is not a foreign person or entity within the meaning
of Section 1445 of the Internal Revenue Code of 1986,as amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract or as Purchaser or the escrow agent may
reasonably request; and
(iv) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3)below.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company federally wired funds or a certified or
cashier's check or such other means of funding acceptable to Seller,in an amount equal to
the Purchase Price,adjusted for closing costs and prorations.
(3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an
Owner Policy of Title Insurance("Owner Policy")issued by Title Company in the amount
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of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the
owner of indefeasible fee simple title to the Property, subject only to the Permitted
Encumbrances, and the standard printed exceptions included in a Texas Standard Form
Owner Policy of Title Insurance; provided, however, the printed form survey exception
shall be limited to"shortages in area,"the printed form exception for restrictive covenants
shall be deleted except for those restrictive covenants that are Permitted Encumbrances,
there shall be no exception for rights of parties in possession, and the standard exception
for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years,
and subsequent assessments for prior years due to change in land usage or ownership";
(4) Seller and Purchaser shall each pay their respective attorneys'fees.
(5) Seller shall pay all recording fees and any other closing costs as set forth by the
Title Company.
(6) Seller shall pay the Broker's fee.
(b) Purchaser will qualify for exemption from ad valorem taxation for the Property,and no ad
valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against
the property for the current year shall be for the period of time the Property was owned by Seller,and based
on estimates of the amount of taxes that will be due and payable on the Property during the current year,
Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of
Closing. As soon as the amount of taxes and assessments on the Property for the current year is known,
Seller shall pay any additional amount of taxes to be paid for any taxes and assessments applicable to the
Property up to and including the date of Closing. The provisions of this Section 8(b)survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser,free and clear of all tenancies and title encumbrances of every kind except those disclosed in
the Permitted Encumbrances.
Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing,that:
(a) Seller's Authority. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms;neither the execution and delivery
of this Contract nor the consummation of the sale provided for herein will constitute a
violation or breach by Seller of any provision of any agreement or other instrument to
which Seller is a party or to which Seller may be subject although not a party, or will
result in or constitute a violation or breach of any judgment,order,writ,junction or decree
issued against or binding upon Seller or the Property;
(b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the
Property or any portion thereof, or affecting Seller and relating to the ownership,
operation,use or occupancy of the Property,pending or being prosecuted in any court or
by or before any federal, state, county or municipal department, commission, board,
bureau or agency or other governmental entity and no such action, suit, proceeding or
claim is threatened or asserted;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not
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obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue
Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of
creditors, receivership, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed
by or against Seller or the Property,nor is any such action pending by or against Seller or
the Property;
(e) Contract Obligations.Except as otherwise disclosed in the Title Commitment,no lease,
contract or agreement exists relating to the Property or any portion thereof which is not
terminable at will or upon not more than 30 days'prior notice except tenant leases;
(f) No Competing Rights. No person,firm or entity, other than Purchaser,has any right to
purchase,lease or otherwise acquire or possess the Property or any part thereof;
(g) No Regulatory Violations. To the best of Seller's knowledge and belief,the Property is
not in breach of any law,ordinance or regulation,or any order of any court or any federal,
state, municipal or other governmental department, commission, board, bureau, agency
or instrumentality wherever located, including, without limitation, those relating to
environmental matters and hazardous waste, and no claim, action, suit or proceeding is
pending or,to the best of Seller's knowledge and belief and after due inquiry,threatened
against or affecting Seller or affecting the Property, at law or in equity, or before or by
any federal, state, municipal or other governmental department, commission, board,
bureau, agency or entity wherever located, with respect to the Property or the Seller's
present use and operation of the Property; and
(h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal,
state and local permits concerning or related to environmental protection and regulation
for the Property have been secured and are current; (ii) Seller is and has been in full
compliance with such environmental permits and other requirements regarding
environmental protection under applicable federal, state or local laws, regulations or
ordinances; (iii) there is no pending action against Seller under any environmental law,
regulation or ordinance and Seller has not received written notice of any such action or
possible action; (iv) there is not now, nor has there been in the past, any release of
hazardous substances on,over, at, from, into or onto any facility at the Property, as such
terms are understood under the Comprehensive Environmental Response,Compensation
and Liability Act; and(v) Seller does not have actual knowledge of any environmental
condition, situation or incident on,at or concerning the Property that could reasonably be
expected to give rise to an action or to liability under any law,rule,ordinance or common
law theory governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract,
and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event that Seller
obtains knowledge of any change affecting any of such representations and warranties, in which event
Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's
warranties and representations shall have been qualified and modified as appropriate by any such additional
information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's
representations and warranties set forth in this Contract,notwithstanding any contrary information resulting
from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and
warranties,as so qualified and modified, shall survive Closing for a period of one year.
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Except as specifically set forth herein, Seller and Purchaser agree that purchaser is taking the property"as
is"with any and all latent and patent defects and that there is no warranty by Seller that the Property is fit
for a particular purpose.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title
Commitment, Survey, Due Diligence documents and other materials delivered by Seller to
Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property,
and Seller agrees that,if Seller discovers that the information contained in any of the materials
delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall
promptly notify Purchaser of such changes and supplement such materials.
(b) Prohibited Activities. During the term of this Contract, Seller shall not, without the prior
written consent of Purchaser, which consent Purchaser shall have no obligation to grant and
which consent, if granted, may be conditioned in such manner as Purchaser shall deem
appropriate in the sole discretion of Purchaser: (i) grant any licenses,easements or other uses
affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to
attach to any portion of the Property; (iii)place or permit to be placed on,or remove or permit
to be removed from,the Property any trees,buildings,structures or other improvements of any
kind; (iv)excavate or permit the excavation of the Property or any portion thereof;or(v)enter
into any written leases or verbal rental agreements for any duration affecting any portions of
the Property.
(c) Cooperation in Permitting Activities. During the term of this Contract, Seller will cooperate
with Purchaser in such manner and at such times as Purchaser may request in obtaining
subdivision, zoning or rezoning, site plan development, building permit and other approvals
required for Purchaser's proposed use, including without limitation, signing such applications
for such approvals and other instruments as may be required or authorizing Purchaser to sign
such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and
expenses of obtaining all such approvals except for attorneys' fees that Seller may consider
necessary in connection with reviewing such applications and instruments, which shall be
borne solely by Seller.
Section 11. Agents. Seller and Purchaser each represent and warrant to the other that it has not
engaged the services of any agent, broker, or other similar party in connection with this transaction other
than Emersons Commercial Real Estate, 4200 S. Hulen Street, Suite 412, Fort Worth, Texas 76109,
Telephone: 817-529-9090, Attention: Karen L. Simon, President & Managing Partner ("Broker"). Seller
shall indemnify, defend, and hold Purchaser harmless from the claims of Broker and of any other agent,
broker,or similar party claiming by,through, or under Seller.
Section 12. Closing Documents. No later than 3 business days prior to the Closing, Seller shall
deliver to Purchaser copies of the closing documents(including but not limited to the Deed)for Purchaser's
reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been served
if(i) delivered in person to the address set forth below for the party to whom the notice is given, (ii)
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delivered in person at the Closing (if that party is present at the Closing), (iii)placed in the United States
mail,return receipt requested,addressed to such party at the address specified below,or(iv)deposited into
the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable
overnight carrier for next day delivery, addressed to the party at the address specified below.
(b) The address of Buyer under this Contract is:
City of Fort Worth With a copy to:
200 Texas Street Leann D. Guzman
Fort Worth,Texas 76102 City Attorney's Office
Attention:Niels Brown City of Fort Worth
Telephone: (817) 392-5166 200 Texas Street
Facsimile: (817) 392-7591 Fort Worth,Texas 76102
Telephone: (817) 392-7600
(c) The address of Seller under this Contract is:
Selah Resources,LLC With a copy to:
PO Box 4247 KEP-RMA LLC
Fort Worth,Texas 7164-0247 8650 Freeport Parkway,
Attention: Krista Blanton-Gursky Suite 100
Telephone: 817-247-4770 Mobile Irving, Texas 75063
Attention: Michael A. Blubaugh
mblubau hA&kingdom-res.com
Telephone: 469-445-1251
Facsimile: 469-445-1269
(d) From time to time either party may designate another address or fax number under this
Contract by giving the other party advance written notice of the change.
Section 14. Termination,Default, and Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this
Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a
right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations
under this Contract,then Seller,as Seller's sole and exclusive remedy, shall have the right to terminate this
Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party
hereto shall have any further rights or obligations hereunder.
(b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this
Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained
herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's other
obligations hereunder either prior to or at the Closing for any reason other than the termination of this
Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's
failure to perform Purchaser's obligations under this Contract,then Purchaser shall have the right to:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations
hereunder;
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(ii) waive,prior to or at the Closing,the applicable objection or condition and proceed
to close the transaction contemplated hereby in accordance with the remaining
terms hereof; or
(iii) enforce specific performance of Seller's obligations under this Contract.
Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof, the terms, conditions, representations, covenants, and obligations set forth herein shall not be
deemed terminated at the time of the Closing, nor shall they merge into the various documents executed
and delivered at the time of the Closing. All representations and warranties by Seller in this Contract will
expire one year after the Closing as to matters for which Purchaser has not provided written notice to Seller
within such period of time.
Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser, and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set forth
in a document executed by that party.
Section 17. Assigns. This Contract inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and assigns. Neither party may assign its interest under this
Contract without the prior written consent of the other party.
Section 18. Taking Prior to Closing. If,prior to Closing,the Property or any portion thereof becomes
subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i)
terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii)
proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square
footage of the Property after the taking.
Section 19. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. Performance of Contract. The obligations under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be
made in Tarrant County,Texas.
Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 22. Severability. If any provision of this Contract is held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other
provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for
such performance,as the case may be, shall be the next following regular business day. The Effective Date
of this Contract is the date on which this Contract is executed by the last to sign of Seller and Purchaser.
Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which
will be deemed an original,but which together will constitute one instrument.
3900 Angle Ave,Fort Worth
Page 10 of 23
Section 25. Terminology. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context,any gender
includes any other gender,the singular includes the plural,and the plural includes the singular.
Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed and
revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party is not to be employed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party or parties may be entitled.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
3900 Angle Ave,Fort Worth
Page 11 of 23
This Contract is EXECUTED as of the Effective Date.
SELLER:
Selah Resources,LLC,a Wyoming limited liability company
IC" 6L,t-1
By: Krista Blanton (Feb 4,202113:07 CST)
Krista Blanton-Gursky,Manager
Date: Feb 4, 2021
PURCHASER:
CITY OF FORT WORTH,TEXAS
nay aG�`A� #
By: Dana Burghdoff(P6 9,202 2:31 CST)
Dana Burghdoff,Assistant City Manager
Date: Feb 9, 2021
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Attest: o°° °°°
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CitySecret �a�nEXAS.oAp
Secretary Mary J.Kayser
M&C: 20-0548 Date: Aug. 11,2020
APPROVED AS TO LEGALITY AND FORM
0 —�
Leann Guzman(Feb 8,202116:38 CST)
Leann Guzman
Deputy City Attorney
Ordinance No.24161-04-2020/M&C#20-0548
OFFICIAL RECORD
3900 Angle Ave,Fort Worth CITY SECRETARY
Page 12 of 23
FT.WORTH,TX
By its execution below,Title Company agrees to perform its other duties pursuant to the provisions of this
Contract.
TITLE COMPANY: Sendera Title Company
By:
Name:
Title:
Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract,including
ensuring all performance and reporting requirements.
Niels Brown /I
Name of Employee/Signature
Senior Land A ent
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
OFFICIAL RECORD
3900 Angle Ave,Fort Worth CITY SECRETARY
Page 13 of 23
FT.WORTH,TX
Exhibit "A"
LEGAL DESCRIPTION
TRACT 1 (GROSS AREA):
DESCRIPTION, of a 64.895 acres (2,826,836 square feet) tract of land situated in the William Y. Allen
Survey, Abstract No. 15, the Rush Lloyd Survey, Abstract No. 986, the Richard Vickery Survey, Abstract
No. 1591, and the Illinois&Great Northern Railroad Company Survey,Abstract No. 1954 in the City of Fort
Worth, Tarrant County, Texas; said tract being a portion of the tracts conveyed to Thomas B. Blanton by
Special Warranty Deeds recorded in Instrument Number D208415098 and Instrument Number
D213315934, Deed Records of Tarrant County, Texas; said 64.895 acres (2,826,836 square feet) tract
being more particularly described by metes and bounds as follows(bearing system for this survey is based
on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on
observations made on February 7, 2020):
BEGINNING, at a 1/2-inch iron rod with"PACHECO KOCH"cap set at the southernmost corner of said first
mentioned Blanton tract;said point also being the southwest corner of that tract of land conveyed to Sunbelt
Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records;said
point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost
southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant
County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant
County, Texas;
THENCE, North 41 degrees, 20 minutes, 59 seconds West, along the west line of first said Blanton tract
and said north line of Angle Avenue, a distance of 2038.75 feet to a 5/8-inch iron rod found at the point of
curvature of a tangent curve to the left;
THENCE, along a curve to the left and continuing with said west line of said Blanton tract
and said north right-of-way line, having a central angle of 10 degrees, 27 minutes, 55
seconds, a radius of 1,180.00 feet, a chord bearing and distance of North 46 degrees, 34
minutes, 57 seconds West, 215.23 feet, an arc distance of 215.53 feet to 1/2-inch iron
rod with "PACHECO KOCH" cap set;
THENCE, departing said west line of said Blanton tract and said north right-of-way line
crossing the first said Blanton tract tract the following four calls:
North 48 degrees, 38 minutes, 56 seconds East, a distance of 957.59 feet to a 1/2-inch iron rod
with "PACHECO KOCH" cap set;
North 86 degrees, 29 minutes, 12 seconds East, a distance of 534.25 feet to a 1/2-inch iron rod
with "PACHECO KOCH" cap set;
South 12 degrees, 37 minutes,46 seconds West, a distance of 208.35 feet to a 1/2-inch iron rod
with "PACHECO KOCH" cap set;
South 87 degrees, 20 minutes, 46 seconds East, a distance of 333.07 feet to a 5/8-inch iron rod
with "LEN DAVIS RPLS 1625" found at an angle point in the east line of said Blanton tract and
the west line of said Sunbelt Cement, Inc. tract;
THENCE, with said east line of said Blanton tract and said west line of said Sunbelt Cement, Inc. tract the
following four calls:
South 41 degrees,37 minutes,07 seconds East,a distance of 409.93 feet to a'Y'cut in concrete
found;
South 13 degrees, 00 minutes, 20 seconds East, a distance of 602.05 feet to a 5/8-inch iron rod
with "LEN DAVIS RPLS 1625"found;
South 00 degrees, 42 minutes, 24 seconds East, at a distance of 486.50 feet passing a 5/8inch
iron rod found, and continuing in all, a total distance of 757.46 feet to a 5/8-inch iron rod found;
South 48 degrees, 54 minutes, 31 seconds West, a distance of 722.08 feet to the POINT OF
BEGINNING;
CONTAINING 64.895 acres (2,826,836 square feet) of land, more or less.
TRACT 2 (SAVE AND EXCEPT AREA-WELL SITE):
DESCRIPTION, of a 4.419 acre (192,500 square feet)tract of land situated in the Richard Vickery Survey,
Abstract No. 1591, in the City of Fort Worth,Tarrant County,Texas;said tract being all of the tract conveyed
to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D213315934, Deed
Records of Tarrant County, Texas; said 4.419 acre (192,500 square feet) tract being more particularly
described by metes and bounds as follows(bearing system for this survey is based on the Texas Coordinate
System of 1983(2011 adjustment), North Central Zone 4202, based on observations made on February 7,
2020):
COMMENCING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of that
tract conveyed to Thomas B. Blanton by Special Warranty Deed recorded in Instrument Number
D208415098 of said Deed Records;said point also being the southwest corner of that tract of land conveyed
to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed
Records; said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the
westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort
Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat
Records of Tarrant County, Texas;
THENCE, North 00 degrees,42 minutes,42 seconds East,crossing the second referenced Blanton
tract,a distance of 630.80 feet to a 1/2-inch iron rod with"PACHECO KOCH"cap set for the POINT
OF BEGINNING at the south corner of first referenced Blanton tract;
THENCE,following the perimeter of the first referenced Blanton tract the following four calls:
THENCE, North 37 degrees, 44 minutes, 56 seconds West, a distance of 550.00 feet to a 1/2-inch
iron rod with "PACHECO KOCH" cap set;
THENCE, North 52 degrees, 15 minutes, 04 seconds East, a distance of 350.00 feet to a 1/2-inch
iron rod with "PACHECO KOCH" cap set;
THENCE, South 37 degrees, 44 minutes, 56 seconds East, a distance of 550.00 feet to a 1/2-inch
iron rod with "PACHECO KOCH" cap set;
THENCE, South 52 degrees, 15 minutes,04 seconds West,a distance of 350.00 feet to the POINT
OF BEGINNING;
CONTAINING an area of 4.419 acres (192,500 square feet)of land more or less.
NET AREA DESCRIBED: 60.476 acres (2,634,336 square feet)
Exhibit "B"
OPERATION SITE
DRILL SITE 1-MEACHAM PAD—4.42 ACRES
IN THE R. LOYD SURVEY,A-986
IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS
Being a 4.42 acre tract of land in the Richard Vickery Survey Abstract No. 1591, City of Fort
Worth, Tarrant County, Texas. Being a portion of a called 656.0526 acres Keystone Equity
Partners, LLC. and Keystone Exploration Ltd. Lease dated October 30, 2006.
Commencing at a 4" steel fence corner post found in the northeasterly right-of-way line of Angle
Avenue for the most southerly corner of a called 656.0526 acres Keystone Equity Partners, LLC.
and Keystone Exploration Ltd. Lease dated October 30, 2006, same being the most southerly
corner of a called 10 acres tract to Sunbelt Cement Inc., as described in the deed recorded in
Volume 11728 Page 2318 Tarrant County Public Records,
THENCE North 01 Degrees 23 Minutes 52 Seconds East, 633.32 Feet to the Point of Beginning;
THENCE South 37 Degrees 08 Minutes 06 Seconds East, 550.00 Feet;
THENCE North 52 Degrees 51 Minutes 54 Seconds East, 350.00 Feet;
THENCE North 37 Degrees 08 Minutes 06 Seconds West, 550.00 Feet;
THENCE South 52 Degrees 51 Minutes 54 Seconds West, 350.00 Feet to the POINT OF
BEGINNING and containing 4.42 Acres of land.
Exhibit "C"
FORM SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF TARRANT §
SELAH RESOURCES, LLC (Grantor), a Wyoming limited liability company, for and in
consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to
Grantor by CITY OF FORT WORTH (hereinafter called Grantee), the receipt and sufficiency of
which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and
DELIVER to Grantee the real property and any easements appurtenant thereto described in
Exhibit A attached hereto and made a part hereof(the"Land"), together with all improvements
situated thereon, all fixtures and other property affixed thereto and/or located thereon and all and
singular the rights and appurtenances pertaining to the property,privileges, and any right, title
and interest of Grantor in and to adjacent streets, alleys and rights of way(herein collectively
called the "Property"), subject to the mineral reservation set forth below and encumbrances
described in Exhibit B attached hereto and made a part hereof(hereinafter called the "Permitted
Encumbrances").
Grantor reserves the oil, gas (inclusive of casinghead gas), and minerals (except as
excluded below)and all liquid and/or liquefiable hydrocarbons,and any sulfur produced therewith,
as well as helium, carbon dioxide and coalbed methane in, under, and that may be produced from
the Land,including all rights under any existing oil, gas and mineral leases and all royalties and/or
overriding royalties from such oil, gas and minerals, (collectively the "Reserved Minerals");
provided that:
(a) Neither Grantor nor its successors or assigns shall have the right to use the surface of
the Property for Reserved Minerals exploration or production, or to conduct any
Reserved Minerals exploration or production operations on the surface of the
Property without the written consent of Grantee or its assigns. Without limiting the
generality of the foregoing, (i)Grantor shall not have any rights of ingress to or egress
from the Property or to use the surface of the Property in any manner whatsoever, in
conducting exploration, drilling,production or other operations, (ii)Grantor shall not
use the surface of the Property for a drill site, the site for production equipment or
compressing equipment, (iii) Grantor shall not lay pipelines or gathering lines on the
Property, (iv) Grantor shall not build roads on the Property, and(v)Grantor shall not
dispose of water on the Property.
(b) In no event shall any mining, drilling, exploring, testing, developing or other
activities be permitted in any manner to interfere with the surface or subsurface
support of any improvements constructed on the Property.
(c) The Reserved Minerals do not include, and there is conveyed to Grantee hereby, all
of Grantor's interests in all surface and subsurface water rights.
(d) The Reserved Minerals also do not include sand, gravel, clay, caliche,building stone
and all other substances of whatever kind occurring within 200 feet of the surface of
the ground or which must be quarried, strip mined, mined by means of open pit or
tunneling, or the removal of which will otherwise result in substantial destruction or
depletion of the surface, or the loss of vertical or horizontal support for the surface.
Grantor, for itself and its agents, operators, successors and assigns, also reserves access to
the Reserved Minerals, such access being described in the Permitted Encumbrances as shown on
Exhibit B, as well as the right to access the Reserved Minerals from any other wellsite which is
not located on the Property, with wellbores which only traverse the Property at a depth of 1,000
feet or more below the surface of the Property.
TO HAVE AND TO HOLD the herein described property, together with all and singular the
rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns,
forever, and Grantor does hereby bind itself and its successors to warrant and forever defend all
and singular the said premises unto Grantee, its successors and assigns, against every person
whomsoever lawfully claiming, or to claim the same, or any part thereof,by, through or under
Grantee,but not otherwise; subject, however, to Grantor's reservation of the Minerals and to the
Permitted Encumbrances.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
DEED, IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD
AND CONVEYED HEREUNDER"AS IS"WITH ANY AND ALL FAULTS AND LATENT
AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION
OR WARRANTY BY GRANTOR, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
GRANTOR HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY
KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO
THE PROPERTY (OTHER THAN GRANTOR'S SPECIAL WARRANTY OF TITLE SET
FORTH HEREIN, AND EXPRESS REPRESENTATIONS OF GRANTOR SET FORTH IN
THAT CERTAIN PURCHASE AND SALE AGREEMENT HAVING AN EFFECTIVE DATE
OF BETWEEN GRANTOR, AS SELLER, AND GRANTEE,AS
PURCHASER, FOR THE SALE OF THE PROPERTY).
[Signature Page Follows]
IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be
effective as of this the date of
GRANTOR: SELAH RESOURCES,LLC,
a Wyoming limited liability company
By:
Krista Blanton-Gursky, Manager
The address of Grantor is:
PO Box 4247
Fort Worth,Texas 7164-0247
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this the date of ,
by Krista Blanton-Gursky, Manager of Selah Resources, LLC, a Wyoming limited liability
company, on behalf of said limited liability company.
Notary Public, State of Texas
Printed/Typed Name of Notary
AGREED AND ACCEPTED TO:
GRANTEE: CITY OF FORT WORTH,
a Texas municipal corporation
By:
Dana Burghdoff, Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY
By:
Leann Guzman, Deputy City Attorney
ACKNOWLEDGEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this the date of ,
by , Assistant City Manager of the City of Fort Worth, a
Texas home rule municipal corporation, on behalf of said City of Fort Worth.
Notary Public, State of Texas
Printed/Typed Name of Notary
NOTICE: This document affects your legal rights. Read it carefully before signing.
AFTER RECORDING RETURN TO:
CITY OF FORT WORTH, A MUNICIPAL CORPORATION
c/o PROPERTY MANAGEMENT DEPARTMENT
200 TEXAS STREET
FORT WORTH, TEXAS 76102
Exhibit A
Legal Description-_60.476_ Acres
TRACT 1 (GROSS AREA):
DESCRIPTION, of a 64.895 acres (2,826,836 square feet) tract of land situated in the William Y. Allen
Survey, Abstract No. 15, the Rush Lloyd Survey, Abstract No. 986, the Richard Vickery Survey, Abstract
No. 1591, and the Illinois&Great Northern Railroad Company Survey,Abstract No. 1954 in the City of Fort
Worth, Tarrant County, Texas; said tract being a portion of the tracts conveyed to Thomas B. Blanton by
Special Warranty Deeds recorded in Instrument Number D208415098 and Instrument Number
D213315934, Deed Records of Tarrant County, Texas; said 64.895 acres (2,826,836 square feet) tract
being more particularly described by metes and bounds as follows(bearing system for this survey is based
on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on
observations made on February 7, 2020):
BEGINNING, at a 1/2-inch iron rod with"PACHECO KOCH"cap set at the southernmost corner of said first
mentioned Blanton tract;said point also being the southwest corner of that tract of land conveyed to Sunbelt
Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records;said
point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost
southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant
County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant
County, Texas;
THENCE, North 41 degrees, 20 minutes, 59 seconds West, along the west line of first said Blanton tract
and said north line of Angle Avenue, a distance of 2038.75 feet to a 5/8-inch iron rod found at the point of
curvature of a tangent curve to the left;
THENCE, along a curve to the left and continuing with said west line of said Blanton
tract and said north right-of-way line, having a central angle of 10 degrees, 27 minutes,
55 seconds, a radius of 1,180.00 feet, a chord bearing and distance of North 46
degrees, 34 minutes, 57 seconds West, 215.23 feet, an arc distance of 215.53 feet to
1/2-inch iron rod with "PACHECO KOCH" cap set;
THENCE, departing said west line of said Blanton tract and said north right-of-way line
crossing the first said Blanton tract tract the following four calls:
North 48 degrees, 38 minutes, 56 seconds East, a distance of 957.59 feet to a 1/2-inch iron rod
with "PACHECO KOCH" cap set;
North 86 degrees, 29 minutes, 12 seconds East, a distance of 534.25 feet to a 1/2-inch iron rod
with "PACHECO KOCH" cap set;
South 12 degrees, 37 minutes, 46 seconds West, a distance of 208.35 feet to a 1/2-inch iron
rod with "PACHECO KOCH" cap set;
South 87 degrees, 20 minutes, 46 seconds East, a distance of 333.07 feet to a 5/8-inch iron rod
with "LEN DAVIS RPLS 1625"found at an angle point in the east line of said Blanton tract and
the west line of said Sunbelt Cement, Inc. tract;
THENCE, with said east line of said Blanton tract and said west line of said Sunbelt Cement, Inc. tract the
following four calls:
South 41 degrees, 37 minutes, 07 seconds East, a distance of 409.93 feet to a'Y' cut in
concrete found;
South 13 degrees, 00 minutes, 20 seconds East, a distance of 602.05 feet to a 5/8-inch iron rod
with "LEN DAVIS RPLS 1625"found;
South 00 degrees, 42 minutes, 24 seconds East, at a distance of 486.50 feet passing a 5/8inch
iron rod found, and continuing in all, a total distance of 757.46 feet to a 5/8-inch iron rod found;
South 48 degrees, 54 minutes, 31 seconds West, a distance of 722.08 feet to the POINT OF
BEGINNING;
CONTAINING 64.895 acres (2,826,836 square feet) of land, more or less.
TRACT 2 (SAVE AND EXCEPT AREA-WELL SITE):
DESCRIPTION, of a 4.419 acre (192,500 square feet)tract of land situated in the Richard Vickery Survey,
Abstract No. 1591, in the City of Fort Worth,Tarrant County,Texas;said tract being all of the tract conveyed
to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D213315934, Deed
Records of Tarrant County, Texas; said 4.419 acre (192,500 square feet) tract being more particularly
described by metes and bounds as follows(bearing system for this survey is based on the Texas Coordinate
System of 1983(2011 adjustment), North Central Zone 4202, based on observations made on February 7,
2020):
COMMENCING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of that
tract conveyed to Thomas B. Blanton by Special Warranty Deed recorded in Instrument Number
D208415098 of said Deed Records;said point also being the southwest corner of that tract of land conveyed
to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed
Records; said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the
westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort
Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat
Records of Tarrant County, Texas;
THENCE, North 00 degrees, 42 minutes, 42 seconds East, crossing the second referenced
Blanton tract, a distance of 630.80 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for
the POINT OF BEGINNING at the south corner of first referenced Blanton tract;
THENCE,following the perimeter of the first referenced Blanton tract the following four calls:
THENCE, North 37 degrees, 44 minutes, 56 seconds West, a distance of 550.00 feet to a 1/2-
inch iron rod with "PACHECO KOCH" cap set;
THENCE, North 52 degrees, 15 minutes, 04 seconds East, a distance of 350.00 feet to a 1/2-inch
iron rod with "PACHECO KOCH" cap set;
THENCE, South 37 degrees, 44 minutes, 56 seconds East, a distance of 550.00 feet to a 1/2-
inch iron rod with "PACHECO KOCH" cap set;
THENCE, South 52 degrees, 15 minutes, 04 seconds West, a distance of 350.00 feet to the
POINT OF BEGINNING;
CONTAINING an area of 4.419 acres (192,500 square feet)of land more or less.
NET AREA DESCRIBED: 60.476 acres (2,634,336 square feet)
Exhibit B
Special Warranty Deed Permitted Encumbrances
TO BE COMPLETED FROM FINAL TITLE COMMITMENT
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/11/20 M&C FILE NUMBER: M&C 20-0548
LOG NAME: 21 NORTHWEST PATROL DIVISION AND AUTO POUND SITE
SUBJECT
Authorize Acquisition of Fee Simple Interest in Approximately 61 Acres of Land, Known as 3900 Angle Avenue,Tarrant County,Texas,from the
Estate of Thomas B. Blanton or Assigns,in the Amount of$6,600,000.00,for a Future Police Substation,Automobile Impoundment Center and
Other City Facilities in Northwest Fort Worth, Pay Estimated Closing Costs Up to$40,000.00,and Update the FY2020-2024 Capital Improvement
Plan(COUNCIL DISTRICT 2)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of fee simple interest in approximately 61 acres of land,being all of a tract of land in R.Vickery Survey,Abstract No.
1591, R.Loyd Survey,Abstract No.986 and I.&G.R.R.Co.Survey,Abstract No. 1954,also known as 3900 Angle Avenue,Tarrant County,
Texas,from the Estate of Thomas B. Blanton or assigns, in the amount of$6,600,000.00 and pay estimated closing costs up to$40,000.00
for a future police substation,automobile impoundment center and other City facilities in Northwest Fort Worth;
2. Authorize the City Manager or his designee to execute a contract of sale and purchase agreement with the Estate of Thomas B.Blanton or
assigns in the amount of$6,600,000.00;and
3. Authorize the City Manager or his designee to execute,accept,and record the appropriate conveyance and closing documents to complete
the transaction.
DISCUSSION:
The purpose of this Mayor and Council Communication is to seek City Council authorization to purchase land necessary to help support the
construction of a new police station,future automobile impoundment center and other City facilities in Northwest Fort Worth.
The Property Management Department, in collaboration with the Police Department, has determined the site located at 3900 Angle Avenue,
Tarrant County,Texas 76106 will meet the Police Department's operational objectives for the Northwest Patrol Division,and provide sufficient land
to develop and construct other City facilities including a future automobile impoundment center.The Police Department will be able to consolidate
patrol operations from 2500 N. Houston Street and 4651 N. Main Street once a new facility is constructed at this site.
An appraisal of the property was prepared by an independent fee appraiser and a negotiated agreement has been reached with the property
owner.This Mayor and Council Communication authorizes the purchase of a total of 61 acres of land, more or less, in the amount of$6,600,000.00
and pay estimated closing costs up to$40,000.00.
Upon City Council approval,Staff will proceed with acquiring the fee simple interest in the property except for the mineral estate.
Property Property Property Property Address/ Amount
Ownership Interest Size Legal Description
3900 Angle Avenue
Estate of /R.Vickery Survey,
Thomas B. Fee +/-61 Abstract No. 1591, R.
Blanton or Simple Acres Loyd Survey,Abstract $6,600,000.00
Assigns No.986 and I.&
G.R.R.Co.Survey,
L L Abstract No. 1954
Total
Costs
Closing $40,000.00
E---]E--� TOTAL $6,640,000.00
No bond dollars are being utilitized to fund this land acquisition. Funding for design and construction of the Northwest Patrol Division facility will be
considered as part of the 2022 Bond Program. Funding for this project was not included in the FY2020-2024 Capital Improvement Plan due to the
departments working to secure funding.The action in this M&C will update the FY2020-2024 Capital Improvement Plan.
This project is located in COUNCIL DISTRICT 2.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budgets,as previously appropriated,of the Tax Note 2020 and
CCPD Capital Projects Funds PD Northwest Patrol Division project to support the execution of the contract. Prior to an expenditure being
incurred,the Police Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Additional Information Contact: Roger Venables 6334
Niels Brown 5166
City of Fort Worth Fort ort Texas Street
Worth,Texas
Legislation Details
File M M&C 20-0548 Version: 1 Name:
Type: Land - Report of CM Status: Passed
File created: 8/6/2020 In control: CITY COUNCIL
On agenda: 8/11/2020 Final action: 8/11/2020
Title: Authorize Acquisition of Fee Simple Interest in Approximately 61 Acres of Land, Known as 3900 Angle
Avenue, Tarrant County, Texas, from the Estate of Thomas B. Blanton or Assigns, in the Amount of
$6,600,000.00, for a Future Police Substation,Automobile Impoundment Center and Other City
Facilities in Northwest Fort Worth, Pay Estimated Closing Costs Up to$40,000.00, and Update the
FY2020-2024 Capital Improvement Plan (COUNCIL DISTRICT 2)
Sponsors:
Indexes:
Code sections:
Attachments: 1. M&C 20-0548, 2. MC_21 NORTHWEST PATROL DIVISION AND AUTO POUND MAP.pdf, 3.
Ordinance 24202-05-2020 M&C 20-0266.pdf
Date Ver. Action By Action Result
8/11/2020 1 CITY COUNCIL Approved
City of Fort Worth Page 1 of 1 Printed on 9/18/2020
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CERTIFICATE OF INTERESTED PARTIES FORM 1295
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Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos,1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entitys place Certificate Number:
of business. 2021-714001
Selah Resources LLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/0412021
being filed.
The City of Fort Worth Date Acknowledged:
3 provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to he provided under the contract.
C101919
Contract for 60+acres
Nature of interest
a
!dame of interested Party City,State,Country(place of business) (check applicable)
Controlling I Intermediary
5 Check only if there is NO Interested Parry.
X
6 UNSINORN DECLARA770N
L, f ,
My name is i. �L �[�' V�L�~' � , and my date of birth is -,D" / � ,'�o _
My address is U VrDL `1� ��-`� � *!67�J� �J 5
(street) (city) (state) (zips) (county)
declare under penalty of perjury that the foregoing is true and correct.
Executed in � ,e tt^^County, Slate of ,on the day of ��J ,20 �1
(month) (year)
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Signature of authorized agent of contractin usiness entity
(Declarant)