HomeMy WebLinkAboutContract 56308 CSC No. 56308
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PM l E "Cou tm is made and entered into by and
been the CITY OF FORT WORTH,a home-rule Municipal Corporafian of the State ofTexas,acting
by and t1mugh its duly audiozi d. City Manager or ant City Manager r a r") and
CONGLOMERATE GAS H, L.P. MGM and CRUIVIEWFARM 250, L.P. (-CF250"), both
Texas limited partnershiM and SEMNNACO HOLDINGS LLC ("Shen o , a Delaware limited
liability company (irAvidusHy and wljecfively, the "Seflerol as of the date on which this Corot is
exec by the latter to sign of Seller and chaser('Effec&e Dates).
1ElME T
WHEREAS,GG ,CF250,and 51mnaC0 own separate but adjoining trams of land as de*ted on
bibit". "Ted h o,and
it ; AI�CF250 wishes to sell approxiraftly 47 acres out of its owt as dew on
to Purr,aril
VVIMREAS,C011:wishes to sell its entim prosy as depided on FaUl "A"to Purch and
WHIREAS., ShennaCo Wishes to sen approximately 1.711 ass out of its vact.as depicted an
LXhIbit" and by diagonal black lims an Eiblibit " (the "ShennaCo lotion t or€ " and
Purchaser and Seiler agm that the ShemmCo Donation Property has a fair met value of Shay-Fite
Tltd and and 4 V 100 Dolly(,a .09)per wre and that the difference between the ShenrraCo Donation
Property's fair Market values and the Purchase Price of Tyr-Diva Thousand and O(V100 Dollars
$2 F0t . 4 per a=sWl be mrnidmd as an in-ld donw-ion to liner for pumty public purposes;
and
WHLRE r.chi Wises to purchase the abavarr=tioned try,totaling aWoxwzatuly 270
aere�,from Seller for use for pumly public purposm and
WHEREAS if the abovenientioned tracts contain more,than 270 ate, CGH Wigs to ate to
Purer such additional acreage, estimated to be appmxirnately 5.577 acres of land,as depicted in blue
on)I�( "0011 Donation Prop y')and Purcimser ads to use the CGE Donation
only for purely public purpo ;and
WHYS Seller will reseve fiom the conveyance three ) non-exclusive casements With a
width not to exceed fifty ( ) feet for lure underground utilities to see ma's remainmg property-,
and
WHEREAS filer Will also reserve one 1)sixty( feet wide non a It ive access easem=as
depicted by men dial d Bums on Exhibit"V Lt bat.umb "I beat e
t HighM 1197 gW&at Sh=gQG sits nMgC1tL&M
HighM 1197 M—d on EAihiL=L)and Seller and der agree that such access event shall
termite upon the completion of a pule sbmt that proAdas a s to the remainder of the Shennaeo
propmV,I identi ,fit tD". and
WHEaMAS Mier alb Purchaser awe that the total pie price for the Piwerty ill not
exceed Sig billion v Hunk Fifty Tho d l0/10 i ll ( , 3,00.0t ,and
WHERJUS, each repr=ntation, eovenanr or gather obligation of ciffier Coil, CF230, or
ShennaCo,herein is hereby domed applicable solely to its respeiAve may, and any such obligations
am ink separately by such parties not jointly and severally, not ift a�ing OFFICIAL RECORD
�ci�rt 1n the definition of Sell'.
CITY SECRETARY
FT.WORTH,TX
In considerelun of the rriatual covenants in this Gintmet, arW the mitift above, which are net
recitals only but fom pan of this Contract,Seller and Purchaser agree as meows;
SeOlon I, Rale and Pureil�
a Seller agrees to sell and Ivey to Peer and l rcha=agrees to purchase and apt
from Sel ler,on and subject to the terms and conditions set forth in this Contest,appruxftnately two hum
and seventy 7 )acres of land(the"Land'),said Land inching the b oo Donation Pommy and w
more particularly did on the attar Exhft#A. which is amched ism incorporated herein
by re#`erence for all purposes,togetherwith-, ij all buildings,fixtur ,strtxttm and'improvements t reo ;
ii any strips or gG= been the lid and all abetting properrties, iii a ram,alleys, ruts-of-way,
ease eatts�streds and ova adjacent to or serving the L=d and rim of inks and qTess them,whaher
surfer subsurf=or otherwise; v any land lying in the bed of any str=t,road or access way,opmed or
proposed,in&ma of,at a side of or 4oining the Lm-td,to the c tttii a of'such street read or access way,
(v)all of SaWs 6&W titles and inummst,if ate ,in and to all water ri*a or arky ldnd or character pumining
to the nd and i all licensm interesN and rights appurtenant to the Land. TIM Lar4 the ShennaCo
Donation Property, the CGII ration Property as defies below) and its (i)-(vi) are collectively
refm-ed to as the'Pn3 rty".
Subject to the provisions hereof, including the sixM recital on the preceding page, Viler
aprm to donate to Purehaser and Purchasu asmes to accept from Seller approximately S.M acres ofland
ss depieW in blue on Exhibit tA"(the" trif Donation PMpeV"). moiler and Pumhaser agree that the
exact acreage of the pordon of the Property eansidemd as the CGII Donation Property may be adjtwed
based on the Sum or Purees Survey defies below,or w otherwise nest,to ensure that the
toud Phase Price as defined low dog not end Six Million Seven lug Fifty ThousW. and
t /lt lob lam 6,7AOKE .
(0 Seller shall convey the Property to Purchaser free and clear ofa]l liens,cjdrns,memenu,
reservati,orn, resuictiorar, encrowhments, tefmeies, and any ofluT eocur brw (collectively, the
"laeu braneW) except for the Encwnbran= appearing in the TItle Co=ttnent and the Sari
(hereinafter deice that am not cured and tMare saksequently waived pursuant to Sin 3("Permitted
i d NotwAswWing anything herein to Ube contrwy, Seller hereby retaim and resew f-OM
this a ves hand the Proms does not include for itself, and its succzssors and migm any and all
interest in a"and all oil,gas and other rnhwrals in.on,or under the land owned by Seller,ifany,togrftr
with the right tD receive rcyaltie% bonum and ether paymerts with rem thereto; provided, hcywvnT,
filer herby waives and reli [ulsIm acam to any use of'the surf of the Prey subsequent to the
Closing of the tray coon contemplated herein. A mineral .resmation will be included in the l as
defmcd below).
(e) Notwithstanding anything herein to the contrary, Seller hereby retains and nerves ftm
this a nv a e(mil the Prnparry does not include)for ksel; nd its sucomss�m and mi (i)three{
non-exclusive casmwrits,mch with a width not to exceed fifty 50)f for futum un&,Wo utilities to
s e CF250s remaining prop" and ii a sixty feet wile non-exclusive accew a ernent to mve
ShennaCo's mining property. A reservation of the uttdmv�ound utility eas rnents and ft act
easenent will be inch in the lid as defined below).
Section2. FUMMIR Pr est MRM The purchase price(rftrchm Pricel for the
PrOPertY, exclusive off CGII ration Property, shall be in an amount not to exceed SU MMLION
SEVEN HUNDRED FIM THOlJSAND and 00I1 I LL I ,75D, M subject to
4ustment as provided in won d below,payable as follows.
a) LMML-bbRM Within five talus days following fire Effective Ike of this
Contr t, Purchwer stall dqmit the sum of TEX THOUSAND and MOO Dinars M l .100)in the
forin of immediately available funds,together with any interest=ied therem(tile"11arnest Money and
a signed copy of this Corot with Senders Thle,5320 Camp Bowie.Blvd,Suite&Port Wow TX 761 Cr7
Atm, Charles Bra,Esq. (the"Title try"). In the eat that the Purchaser fails to timely dap it
the Earnut Money,tl=Ater shMl bave the riSM to terminate this t~onftet by men notice-to PuroWer
delivered at any tinve thereafter until such tip as the Earned Mazy is wily deposit , The Earnest
Morey shall be held,applied,returned or retainer in accordance with ft terms of this Contmct and shall
be deposited with tl Title Company pwsuant to the term of a separate escrow aft,substwfially in
the form attached hewo as Xxh:iWV!B which shall be executed by Purdmser, Mier and the Title
Company, The Eamest Money shall be ink by the"Title Company as dirmW by PumIa5m and the
Ean-gst Money,?nd all interest thereon sl it be applied.as a ere&tG the Nrthase Price-,or if d closing
as d lid below) dues not ter, meted to the Party that is entitled to reodve the Emesi Money
meant to khe tenns of this Contra.
(b) BataBM Al Closing, Subject to the credits aM adiustn=ts set forth in this Comm,
Purchaser shall pay the balm=of the Purchase Price to Seller at Cling(as def ed below)in the farm of
immediately available funds,
c) Irr d 'd nte%Vorane€ sly with the execution of title Conuwt,
Pumhaw delivers to Seller a cle& in the amount of]fy and W10D hers(L%0 `Indepmdeut
Contrget o dera a#)as irrdq=dent cmsideration for Sellers execution,deliver gaW perfonnance
of this Comm This Independent Contract Consideration is in additicm to and independent of any other
4Domidered€n or payment prided for ire this Cont tx is nos-refundable, and sWt be mWined by Seller
notwithstanding any other provision of this Cont=4 however, upon Closing as hereinaftr definedh the
IndVendent Contract Consideration shall be applied as a wit toward the Pmhase price as heMnafter
geed).
d a V 'Thy parties acknowledge fl'w the ease Price to be
paid at Closing shal l equal$25,000.00 per acre of the Iand but droll not include the CGJI lotion Property
and sal in no event rmcmd a tot of Six Mi[lion Seven Hundred Fifty Thousand aid 001100 loll
$6,1 0,OW. . Upon receipt of the Spey as defirtcd below)and the dewmhation of ft total acres
for the Land,tTe Purchan Prim shalt be ad, uftd awordingjy based on a value of S25,ODOA per acre of
the mod.
Section I
(a) Within fib 1 )calendar days after the Effective Ike, A
Seller shall sir, at Seller's
sole cost expense,a Commitment for Title Insurance °T.de Commitment')from the Mile Company.
The Title C=rniftnevsh l be off effeWve as of a date which is on or air the Effective Date,showing Seller
as the record dde owner of the Land, and shall show all Ehcumbmn=artd ether Viers.if any, Ming
to the Proms. The Title Company shall also deliver commPorarieously with the Fide Cornmiitme t
legible oopies of all docurrients ref r in the Title Com itrn t, including but not limited to, plus,
reservations,resbictio and e .
(h) Mier bw provided Purchaser with an existmg survey of a portion ofthe Property dmt is
signed a sled by a lie ed sw-ftyor Smiler will obtain an additional or updated survey of that portion
of the C7250 Ply being conveyed "S rvr at Seller's male initial cost W expenm The Survey
shall consist of field notes describing the FM". premed pummel to a cwmt on-the-ground sta ff
survey perform by a registered public surv*-oT or engineer reasonably satisfary to Purchaser and'Title
Comfy. The Survey shall (i)be certified to Purchaser, its successom and assi s,and'Title Company,
0 reflW the actual dimension of and the total number ofsquare fed and acres within the PnVerty oat of
any portion thereof lying within a publicly dedicated roadway, iR identify any right"f-way,caser nt%
or other Pi s by refe=ce to a*ioable tiding data and the 'Title Commitnent, and iv)
iniziude the Surveyor's rep ter number and seat and the date of the Survey. Purchaw at its option may
obUin an additional or updated survey of the Property prepared by a Texas registemd professional land
surveyor reasonably acceptable to Seller at Purchager's sole mt and e�. ("Purasser`s Survey"). In
ft event of any cord a or disczgency betw= the mrvey primded or obWned by Uler and the
Purchaser's Survey, Seller and Punzl�. agree that they shall cooperate with each other in good faith tg
resolve any such c*nflict or dis=pancy and to determine which survey will czrdrol and be used in all
documents set forth in ft Contract that require a ftal description of the Property. in the evmt that
Purchaser does not obtain an additional or updated Survey, the description of the Property prepamd as a
pait of the vizvey provided or obWned by Seller will be used in all of the dmments set forth in this
CoMeo that require a. legal description of the Property. If Purdhaserexercises its rift to terniinM this
Contrazt during the Option Pedoit, Puroh&w shall reimburse Seller for one-balf of the co& of the new
Survey ob�ined by Mtez,and this obligation shall survive such teminaflm Likewise, if the Uansaction
contemplated hereby closes, Seller sW1 be entitled to a credit at Closing for one-half of the cmt of ft
Survey obtained by Seller.
(c) Pwchaser shall haw a period of time( Title Review Perikl")ending fifb=(IS)calendar
days from the kder to our of(i)Purchamg rewipt of the Title Commitment or ii) Puruhasws receipt
of the Survey in which to tio* Seller in ;Whing of any obj=dons( 0bjevficms0)Purchaser has to any
masers Shown on the Title Commitment or the Su et'.
(d) MW shall have Eqe option,but not the obligation,to mmedy or remove all Objections(or
age irrevocably in writing to remedy or renxwc all =h Objections at or for to Closing) during ffie
period of tirne (the, "Cure Period") eking on the tenth (I CA) business day after Settees mceipt of
Purchasees notice of such Objections. Egypt to the extent that Seller cure% or apses in writing to cum
such Otectlow during ffie Cure Period,Seller shall be dem-wd to have elected not toe=such matters. If
Wer is, or is denied to be, unable or unVilling to remedy or cause the removal of any OkqectkKrfi or
agree irrevocably to do so at of prior to Closing) within ft Cure PeriocL or, with Puramwes can sent,
subsequem to Closing then either 01 this Contract may be to minated in its entice by Puraeser by giving
Seller written notice to such effect during the period of time (the "Terminates Period") endLng on the
fifth (51) business d* following the end of the Cure Period, and the pardes shall be released of firther
obligations under this Contmet except for matters that expressly survive such termination and the Title
Company shall iw=aiaftly refund the Wiest Money to Purchaser, or(ii)any such Objectiom may be
waived by or on behalf of Purchaser,with Purchaser to be deemed to have waived nrch Nections if notice
of termination is not given n within the Termination PeriocL Any title enombrames or"cepticw which am
set forth in the Title Cimmimient or the Survey and to which Purchaser does not ON=within Title Revi�
ftiod (or which are thereafter waived or did to be waived by Pumhaser) shall be deem to be
perrniftd exo*60.ns(the"PermiUed Kweptions )to the status of filler's fifle to the property.
(e) Any other provision here-in to the con"notwithstanding,(j)all exceptiom&%cbsed in
the Title Cornrnit=t(or any subscquent eon fitment which arise on or aftr the Effective Daft of this
Conti mid we not attributable to actions by Purchaser and(ii)all Objectiom the Seller agmes in w6fing
10 curz at or for to Closing (CollectivrAy, the "mandatory Cum lteu&') shall be saddiecL cured or
rermved by Mier,at Seller sole 00st and expanse,at or prior to Closing,uniess with Pumhasees consent
said ibunis am to be cured post-Closing
Section 4L Dge 2WgInce DqcumMW Within five (5) calendar days after the Effwdve Date,
Seller will provide PwTimser with the following due diligence docurn nts conoerning the Property to ffie
extern that the saw are in Sells possession- (i) any and all tom, construction plans, studies and
investigations relating to the Property and the motion and maintenance themf, includin& without
limitation, any soil tests, engineering repo tu or studies, wW any Phase I or other environmental audits,
reports or Audi es of the Property(thee"Due Diligence Material"). Upon Plurchasees request, Mter will
also make the Due Diligence Material electronirally available,to the extent feasible,
sntion&. Ted. P=hzier, at PwvhaWs sole cost and risk, Vvith advance notice to and approval
by filler,such approval not to be untenably withheld,oonditioned or deb sht have the ri8M to go
onto the Property, including the l prove to niakx inspection% surveys, tit bori . soil armlysis,
arid other tom, studies and Sys, ineJuding wiffiout Rmhat[on, envmnental and en&ezdng tom,
borings,analysis,and sty ' "" . Seller reserves the rights to designate act points to ft Prey
and to require the Seller's representatives)awoinpy arty persons.entering ft spy. Any Tesu shall
be conducted at Purchaser's sole cost,risk and expense. At the conclusion of ft'bests,the Property will
e restored by Purchaser,at Pumhasees sole risk and expense,to at lit a simflar emotion as bdore
the Feats were conducted. In the eat this transaction does not close for any ran whaLsoevu, the
Purchaser shall reease to Slier any and all inde;iendect sties or results of Tee obtained during the
Options Period as defined below). Purcliasu is expressly prohibited from ermr:ng onto any land owned by
Seller ti t is adjacent to the Propi�rty in order to =tduct Tests or cam out any due diligence activities.
The provisions of this Sin S shall survive the tenon of this t ono
Section 6. 121"&r2d.
a otwitl fir, anything to the � contain in this Gong for the period
extending from the Effective Date urffll the daw that is thirty 30 lendar days after the Effwive late
(the 'Optiou Period"), the fallowing will be co-nditiom precede preced= to chaser's obligations under fli:is
cam:
l PurchasAx big setisfied in Purchaser's ale and absolute disc on that the
is suitable fnrPurclaser's intanded.me as a comraunity or other am,including,wi taut lirnitaftA
Purchaser being satisfied with the results of the`fe.sts(def`sned in motion 5 alp),and
{2) the oval of this Contract by Purchaser's morning body, which Pumbastr
agrm that it will seek at the Sqnmber]4,2021 Fort Werth City Coil meetin&
(b) &LeUL9 Purchaser shall have the unillateml right to emend the Option Period for one
(I) additional period of thirty days by providmg wntten notice to Seller at any time prior to the
expiration of the Option Period.
(o) If Punhaser is not satisfied in Puwhaswls sole and absolute discretaon as to�wndifiow
precedent described in Section a above,chaser may give written notice ereofte Seller on or before
the end of the Option Perim whempon this Conh=t shall zerrninata and the Title fps sloop
intr€tediately refund the Eamest Mores to PunAa=-r. Upon such tertnination,the Contact will ternfinate
and nei ter party shall have any Sher rights or obfigatim under this Contract except as otherwise
expressly provided herein.
d The provisions of this Section 6 c�mtrel all other provisions of this o tr t.
(e) The paAes agrao that the Option Period will n be extended upon wq)iraflon wil t a
written aniendmem sited by bol`i panties.
Seefiazi 7. Qksim i d lne. I'lie closing (" ") of the sale of the Property by SelW to
Purchaser shall occur through the office of ffie Title t~orqmny on or before thirty-one(3 I)calmlar days
after the last day of the Option Period.
Section
(a) At the ClosiM all of the Ulcrwing shall occur, all of which are deemed concerrent
conditions:
(1) Selig, at Seller's sole Cost and "pose, shall deliver or cause to be delivered to
Purchaser the following-,
(i) A Special WarmtY meal (tie " ') in substantially the same fcrrin
attadwd hereto as %list�.including a reservation of minerals,a reservation of three(3)non-exclusive
moments,each with a width not to ff&eed fifty 50 fee,4 for future un&-rground utilities and a resmation
of a sixty( feet wide non-exclusive ac=s eamnwntff not granted by Purchaser)as depicted in green
on 91hm " attaed ham, adapted as racesaary for each itndividW Seller, fully executed and
aclknowledW by each individual Seller,conveying to Purchaser good and 4KWeasible fee simple title to
the Property subject only to the Permit l E=umbrances;
(u) Vacations or releases of the foll ing easewnts tD the extnt tha such
events are:loci on the Property: (a)Aoms Easrncnt granted by CmsMew 1`arra,LLC to CresMew
Farm 250 LP, dated Novanber 18, 2005 and filed as instruct no. D205348082 in the Official Real
Property girds of Tait bounty, Texas, and the portion of the went described in Access
Easement and Right-of-Way Agreement meted by COIt to Gre- 1=min,LLC dated January 13,2014 and
filed as hwzurnent m D21400407 in the Official Real Property Reds of Tarma County,'Texw,and
as outlinM in blue oa b` " aaacW hereto;
(iii) A Non-Foreip Persw Affidavit, in form and substance realty
satisfactory to Purchasu,My execs wW acknowledged by Seller,confinTiin that Seller is not a foreign
P=on or entity within the mewing of Section 1445 of the Wernal Revenue nue Ca&of 1986,as ar c ;
iv) Evideme of authority to a ur rn the sale of the Property as is
coat plat in this Contract or as Furchaeer or the=row agent may reasonably reques4 and
(Y) Any other instrumnt or document necesmq for Fide Company to WUe
the tamer Policy in ac=rdance Wfth Sw4on (a)(3 beluw, providecl, leer,tha Mier will not be
required to execute any ins#unt which expands or modifies the terms hereof
i3 Purchaser, at lees solo owt and expi�nse, shall deliver or use to be
shivered to Seller through the T Itle Company a certified or ca iier she sherk or such otlper means of fimding
acceptablc to Seller,in an amount equal to the PuTchase Price,adjuster for el€tsing costs and pro Lions,if
any. Purchaser shall also del fiver any other instrument or document necenary for Title Comfy to iasr
the Oar Policy in accordance with a3 below.
( TIftle Company shall issm to Pur ,wer,at Seller's sole cost and ems,an twiner
PWiey of Title [Psurance 'O ner Pam" issues by THU Company in the anymat of the Pine Price
inuring that, after the completion of the Closing, Purrhaser is the owner of the fee simple two to the
Property, subject only to the Perms Eactur6mrioes and the stan1ard printed exceptims included in a
Texas Staridard Form Owner Policy of Title Insurance; provided,however,ver,that at Nrrhaser's option and
expense, the primed fam survey excVfion shall be limited to 'she me in area�# the printed fotrn
exception for mtrictive oawnmts shall be deli except for those restrictive covets that are Permit
Enc=brances, tyre si ll be no exception for rim of parfies in Egon,and the swidard e=eption
for taxes shall read: "Standby Fm and Taxes for the year of Closingand subsquent years,andsubsquent
assessm" for prior years due to change in land usage or ownership." PiumhoseT may inquest odwr
covexages and endorsee at its sole cost and vqmns--
(4) Seller and Purchaser slaall each pay their respective attorneys'fees.
( Seller and Pure shall. each pay one half of al i escrow and recoMing fees and
any other reasonable closing costs as set forth by the Title ty=Wy,
(b) Pur aver wi 11 qualify for excerption from ad vakTem to Lion for the Property,and no ad
valorem a mation shall a=nw after the date of Cling. Therefare,any ad valomm twM used a pt
the property for the cumnt year shall be for the period of time the Propaq wu awned by Seller,and baEad
on estimates of the amunt of is drat will be due and payable on the Property during the ounent year.
Seller smell pay for any taxes and assessmnts applicable w the prop y op to and Including do date of
Closing for the current year only, excluding any Rollback Tom. As soon as the aunt of tam and
assessmnts on the arty for the cum year known,Seller sh�ffl pay any adder arrow ofta
to be paid for any taxes and anessinerft applicable w the Noporty up to and including the dw of Closing
r the current year. Paynwnt ofany Rollback Taxes m any grid or charactershali be the sole responsibility
of Seller, provided, hoer, that Wler sW1 be entided to all exemptiow and exceptions lhemf m,
including, without limitation,die appearing in Section 23.55 of the Texas Tax Code.The provisions of
this Section 8(b)shall survive the Closing,
W Upon completion of the Closing, Seller shall deliver possession of the Property to
Punch er, fi= and clear of all tenancies of wry kind except thow disclosed in the Permitted
Encumbrances or as otherwise aid in writing by Purchaser,
eflon 9. #i€H Seller hmby rams" and warmts to urchasr, as of the
Effective Date and as of the Closing lie, e=ept as oftrwise disclosed In written notice, from Mier to
Purchaser at or prior to Clan&that to the bea of Seller's Aral,knowledge,without inquiry.
(a) Sutler's Altlkodty. This Contract has been duty authorized by requisite ution and is
amble against Seller in a=ordance with its tmns;neither the execution and deliver of this Cruet
nor the consummatim of the sale provided for heroin will constitute a violation or bream by Seller of any
provision ofany agreernent or other instrument to wMch Seller is a pay or to which Seller may be subject
although not a party,or will mutt in or constWe a violation or breach of anyjudgnxM order,writ,junction
or decree inued against or binding Capon Seller or ftProperty;
(b) NoPgadiggP Olfw than the oond=ation suit to which Purrs is a party,
there is no undisclostd won, suit, proceeding or claim aging the Property or any portion diereof, or
a =&g Seller and r e ng to the ownership,operatIM use or occupancy ofthe arty,ling or being
prosecuted in any court or by or before any federal,ate, county or municipal Wit, commission,
board, bureau or agency or oar gonmental entity and no such action, su14 proceeding or claim Is
thmtenedar use ;
c & t alorckm Penam Mier is not a for go pmon or entity as defined in
Sects 1445 of the Internal Revue Code-of 1986,a5 amen"and Purchaw is not obligated to withhold
any port=ofihe Sales Price fl r the befit of the Intl Rewnue Se i
(d) MvlmsohmM Elm No attacimient, execufion, mipment for the benefit of
creffitoM rec6vership,minservWorship or voluntary or involuntary preceedinp in bankruptcy or pursuant
to any other debtor Mief laws is contemplated or has been filed by or against Mier Dr the Property,nor is
any such action pending by or against Seller or the Property;
e Contract 1 ti Egypt as otherwise disclosed in ffie Tim Commitrnent,no lie,
Fact or agre n t exLsm relating to the Property or any portion ewmf which is rut terrnina we at will
or upon not rnom than 30 days°prier notice except tenant lam=
( qt ftWng jP-h . M cif Closiq&no per,finn ore tity,Derr than Purchaser,will
have any right to purchase,lease or otherwise acquire or possess the Proper or any pan the fs
(g) No L j2L ielat L The Pmperty is not in b -ach of vmy lair, ordLname or
regulation,or any order of any court or any fed i, Mate, munici of or other govenuriental d
commission, lid, emu, apmy or instrumentality wherever loci including, without limitation,
use relating to enviro r ntal rnatteas and hazardous vie, and no chdra, ac ion, suit or priming is
pendin er,to the bit o Wlees knowledge and belief and der due inquiry,ffireatenm against or affecdng
Seller or a ecting the Property, at law or in equity, or before or by any federal, state, municipal or other
ver memal deparbrient,commission,board, beau,avwy or entity wherever lecaud,with respect to
the Property or the Sellers present=and oration of'the Part ;and
(h) No Ha3jdgusMaterials. Tn the best of Seller's know] (i)a]I required federal.ate
and local pits eonc=ning or related to errviromenW protection and regulation for the Proms have
been seed and are current;(ii)Seiler is and has been in full mpliance with such=vIronmental pests
and ether requirements regarding environmental protection wxW aWicable fell, staft or l al laws,
re nlafions or t din ; (iii) tyre is no pending action again Wier under any envirort=nW law,
regWation or ordiumce and Sellers not reeeived writ=notice ofany such action or possible acti ; v)
there is not now, nor has there been in the past,any rely of ba=dous suhv=es cam,owr,at,froM into
or onto any f ility at tip Property,as sudi term are undermnd under the Comprehensive Environmental
Response, Cation and Liability Act; and (v) Seller does not haw am al knowledge of any
ernvironrnental condition,situation or incident on, at or coming the Property that could reasonably be
expeamd to give rise to an actions or to liability under any law, rule, ordblance or common law tF&ory
loving environmental protection.
Seiler acknowkxiges flW Purchaser has relied and will rely on the repmernations and warranties of Seller
in emoting t his Contrw and in closing the p=base and sale of the Property want to tilis Contra
and Seller. ding the term of this Conbact, ads to notify Purclasw promptly prior to Closing in the
event that feller obtains knowledge of any change amain any of such repmwntafiorts and warrantim i
which event Purer small be entitled to arc=the remedies set forth in Seciion 14 hereof. Until and
unless Sellers wamanties and represent 'ons shall have been qualified and modified as appropriate by any
such additional infornmtion provided by Seller to Purchaser,Purchaser shall continue to be titled to rely
on Seller's repmentatio and wamnties set fin in this Conmet, norwithnanding any convW
f€mation resulting from any inspections or Investigafm. nuWe by or m bebalf of Purchaser. All of
Sellees represenmiom and warranties, as so qualified and modified, shall survive Closing pursuant to
limitations sett firth in Section 15,
(i) A11—9 . F mlaw hereby ap*s and acimowledges tha4 except as whmvise
txpr=ly set fob in this tort,neither Seller nor any Wit, attorney, enaployee or tentative of
Seiler/ ,made any rapresmUation or warranty whatsoever reglinj the subjed natter°of this transaction,,
or any part themof, irscluding(without limiting the genemlity of the mooing) npresentations as to the
physical natum or physical condition of the Propel or the capabilities thereof,or title to the Property,and
that Purchaser,in a uti r, deliveting and/or perfennirng tFsia Comet,dow not rrAy upon any went
and/or information to whomever made or gig,directly sirindirecdy,orally or in writin&by aq irkdividual,
firm or entity. Awxwdirngly,Purchasw aVm that,if Purchaser proceeds to ft Closir the Ply shah l
be deemed aceeptable to Purchaser and the acquidtion of the Property shall be i ' js�
with all f cal s sub*w to the provision of this Contract, user finther acknowledges that Seller would
not agree to sell die Property Propaty to Purchaser for tla Ptu hase Prix stated herein without the disclairnffs,
agreements and other steer& set forth m this motion, EXCEPT AS EXPRESSLY PROBED
HEREIN, SELLER MSS NO REPRESENTATIONS NS OR WARRANTIES AS TO THE PHYSICAL
CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY POSE,
INCLUDfNG THE LEGALITY AND ENFORCEABILITY OF ANY PROVISIONS THEREIN OR ANY
DEFAULT OR OUTSTANDING OBLIGATION OF ANY PARTY THER O. HIJELBEffaX
ENMULY
A PARTI PIMMSE AND ANY OTHER WARRANM OR REMESENTATIONS AS TO
THE PHYSICAL CONDITION OF THE PROPERTY. Purchaser will conduct such 4d e dill mce
investigations of the Property, including but not limited tn, the physical wW environmental conditions
thereof, as Peer deemed or dew neamary or,desirable to satisfy itsef as tic the oDndition of ther
PropeM and the exL%mce or nos €W a or curative action to be tam with respect to any hazardous
materials including,without lirnitatis ,lead products or lead paint on or disclaWd from 6w Pmperty,and
Purchase will ply solely opt not upon any info a'orL provided by or on b"f of Seller or
its ages or attomeys with respect thereto,or whether to acquire the Pmpwy firorn Seller. The pro:Msio
of this Simon i shall survive the. Closing and the Deed to be delivtred at Closing ill contain
substarially the Bing provision.
Sects 10. SCRer'a faenanu.
a) Vndktiaz o[La&Mgam Seller acknowledges thm Purchaser will rely upon the 71rde
Commitment, Survey, Due Diligence doements and other mails delivered by MIff to Parch
Wider to satisfy i if with erect to the corAtion and operation of the Property (with Furchawr
acknowledging that the Title Commitment, Suzy and Due Diligence documeM and the imf6rination.
contained thin,are from a variety ofsc reel ether ftn Sellul and Seller agees the if Seller diswveTs
that the information contained in any of the: msaWrWs delivered to Purchaser der is Rwovxate or
misleading in any material , flu* Seller shalt promptly notify Furelew of such ages and
sent such rats.
f'robilAted tang the term of this Contra Seller shall not,witliout the pry
written consent ofPurchaser,which consent Furrier shall have no obligatiGn W grant and which corset,
if mod,may be conditioned in such manner as Purr sMl deem appropriate in the sole dh3crefion of
l=has i grant any licenses,gents or other uses affecting any portions of the PropW,CIO permit
y rrwchanic's or rnatmialnw's lien to attar to any portion of the PrqxM-,or n place or part to be
placed on,or move or permit to be removed fr, the Property any tees%bully str=tures or other
improvements of any idnd,
seetlan 11, A=ta Pub hereby wits that Purchaser hu not emplo d or used any broker,
finder or agent in connection with this Contract and the cwisumnr Lion of the tranmeWn contemplaW by
this Contrst on l=ems behalf In the eve any Maim for a commission or broker's fee is a=rted 1 ,
through or under Purcla, paystent or discharge of ram shill be P hasees Me responsibility. Seller
shall be solely responsible for all commissions,fizs,or other eonVensation due to Sellers Broker,if any.
SeRer hereby agrees to indemnify, defend and bold harmim the Purchaser from. and against any
[ability,cost or ea€pennk plus all rests of oWhction.,including ut atl ex and st ram'fem
as a result of a claim for a camnds4m fee or oar izompemtion made by any real Mate Wker,
finder or other peen and ame:ted agaimt the Purebaser by mson of an armugement made or
alleged to have been made by the SeRer
Section 12. P-9ft AMmenjj. No later than tl 3 busies days prior to the ClcsinF, Seller
or the Title Company, as applicable, shall delis to Pumbaser copies of the closing dents for
Furehaser's reasonable right of approval.
Section 1 .
(a) Any notes mder ft Contractshall be in writing aM shall be dew to have been sued
if delivered in peen to the adder set fond below for the party W whomthe not e, is given or at
Closing, n livered elewonically via electwe mail to the electronic mail address set forth below for
the PartY to whom mice is given, so long as a copy is simultaneously pled in the United States mail,
return ronipt requested, addrmed to such pay at the addren "cified beivw, or kited into the
custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other rqutable
overnight camer fur ne?d day delivery,addmned to the party at the Wrew specified below.
(b) The address o f Pumha r under t h is Conti act is.
City a f Pon worth With a Copy to.
Q MonrcH2 St, as]att.Mrray
cart Forth,Texas 76 l 02 City ttnmv'�s 0Mt,v
Attention: Dicky Salazar City of Fort Worth
Telephone. (817) 3 "?_ 379 200 Tcxw Street
Electronic mail- port Worth.Te; 76102
E lcctic Mai f: .,►rafQw.t[1tua: :fr:[.fr, .,tr`: < u�V
(c) The a dms�i 0r Sel.0 under dais Contract is:
Congf ornerate G s5 11, L,P, With a copy to-
Crestview rann 250, L. _rind Lee F. Christie
lheahna o Holdings,LLC Po , Hardwiake, Christi.Schell, Kelly aplett,l,.,l,.P.
4770 Brlywil Irvin Court,Suite 40 500 W. 71JL Street Sukw 600
Fort forth,Texas 76 1.07 Fors Werth,`f`e �,76 102
Atttuntiorh, f . Tarr Meeker- Tolephone, (8 17) 3 32-3 245
i'eleplhonc: (8 f 7)307-252-5 Mccironic mail, h_hri�. ! iLA its
otieos sha[i be etTective upon t1w car]ier of con f Tined jv�pt or thi �3 day.q Oter mai ling-. if mailed,
, From time to tzrte either party may designate another addruss nr e-mail address under this
roahtract by giving the other party advam;e writte:h noflee of the clhan e hvitlh sN�eilie refrrellcr ;o alis
Conu t_
Section 14. Termination,Defau]L and RernRdi ,
(a) !!Kr_eb; er i fahflt. 1n a the event€fa defaralt ky Pu N.sa tinder die terms of this Contract.
Seller shalf b4 anti tied,as i[;sole and exclusive renirdy hereunder,(but in a ddi6o"to rejInburs went of'the
cost of die new Garvey obtained by lior, i C any, aN provided by Section 3(b))to tem-iina le thisCorift-act
iind receive the Cagiest Munev and reinibursem. c tt of the Survey c:ug as provided by Sk�ctio 3(b)as full
liquidated damages for such&fa ult of Purclhaser,whereupon neither Party sl .i have any further rights or
liability to the tidier Party. except as uthmyise pressly provided 'In this.Contract: provided, lauwever. iu
the eventafarty such Purchaser default, Sellershall first give purchaser w rit n n ti ce of the oectatnr me Of
such do f"au It�a`Pureifa;u efuuf t Not Ice'l and Pumhaser steal I have twenty(20)days fa ilo vi ra its reczipz
of such Purcfh er Default _Nfoti€ in which to cure ;uch default or mm'e€ sw h cum and thereafter
diligently prime it to cnrrtplation. 1t is hereby t€gr&--d that Seller's dainages. in the evert of'a Purclhu_wr
default hereunder tiro uricenain and difficult to Rscertuin, rind thzt tip Eunest Money constimes. a
m asonabfe Iiquidation of such damages and is inu2nded Tint as it penally, but a�,fu.[1 1iquidata d da agey-
(bSetter a oft. In the event of a default by SkMler wader the terins of this CDetract.
Perch ershall be entitled.as its sole and exclusive remedies, to either terminate this Contract and ri3ceiVC
a full refund of the Eamest Money, or to seek specific perfunuartce of eflcr's obligations Linder this
erttr t;prervided, however,in the even!of any Such Seller defaLilt, Purrhaser slhaili first give Seller%v tten
notice ofthe mnca o suefh defcrtalt(a" ellcr Default otice')and Seller shall Nave twenty (20)dzay�i
following its a cOpt€h,'`sueh Seller Delkult Notice in wbielh to cure such default or commence mence such cure
and fliereafter di 111 gently porstte it to completion. Pumhasermay a[so, in its sale c iscriation, waive, prig to
or at the Closing,the applicable objection or condition anti pm",od to clas€:fire transaction contemplated
lherebv in accordance with the re=iriing terms thereof. Under Ito ei umsrw%-€s will acll r bo liable. to
Purchaser for daniages,
Section I& Survival 2f The representations and wwrwdes made by Seiler pursuar t to
this Contrad Shall wive Closing for a period of six b n ths after Closin "Survival PerW and
shall not merge into the Deed to be delivered at Closing, Unlew Peer discovers the bar of any
such represenortion or war my on a date (the"I? c y Date")prior to the end of the Survival Poriod
and gives Seller written notice (the "Breach otke of the breach wiUn thirty 0 days afar the
Discovery late,no alley loch of any such representation or warty may fi=ft GIs of an aWon
by Punhaser aga.irW Seller for breach of any such represmtation or wit . Any such anion mM be
brought within three ttonft after the Discovery Dat provided that a Breach Notice has becri tip
given IM aecordw=with the immediately preceding sentence.
sicn 1& XnAre Contact. This Gong (including the ameW ExMbits) earns the entire
owrtr,act between Seller and Purchaser, and no oral stat rents or 'or written matter not specifically
ily
inomponited herein is off fog and eft. No r difw-Worrs am biding on either party unless set forth
in a docu nt"ecuted by that party,
See-don 17, AW This Contraa inum to the beriefit of and is birAing on the parties and their
respective lei representatives, suctm-mrs, and permitted assigns. Neither party may assign its inter
under this Contra Without the prior written concert of the comer ply.
motion I& Governing Lbw. ThisCont-act dtall be governed by and carmtrued in a rdance with
the lam of the State of Texw,
Section 19. Performam of-Contract. The obligations under thetermsof the Cat are
perfonnable in Tart Comity,Texa%and any and all payments under the test,of the Conti t are w be
niade in Tarrant County,Tee.
Section 20, Yennei Venue of any action brGught wt&r this Contra shall be in T=ant sty,
Texas,
Section 21. Severshiltr, If any provision of this Contract is held to be invalid,
illegal or unenfbneable in any re such invalidity, illegality, or nenforo bility will not a et any
other provision and this Contract wiI] be eons W as if such in id, illy, or unenfibrceablC provisitat
had never bey contained herein. A signature sent on this Conte by firrrile or 11=e-rri sH
constitute an original signature for all purposes.
See-don M Rusin &MMMLelve lam If the Closing or the day for perfibmance of any a
required under this Contract falls on a Saturday Sunday, or legal holiday, then the Closing or the day fbr
such perfommm as the case may be,shall be the next fbIlowing regular business day. The date on which
the Title Cmpany receipts a copy of the Contrw is the"EfttNe Date:"
Section 23. P-mlagu9b This Contract may be executed in nwItiple counterparts, auh of which
will be deed an allLginaL but which together will oonstittite one instrument.
l"fin 24L `leermir ay. The caption%beside the section numbers of this Contrw are for reference
ooiy and not modify or affect this Contract in any manner. Wherever required by the eat,any gender
includes any other gender,the singular includes the plural,and the pliral includes the sinolar.
Section 2& fmstmtka, The lames acknowledge that each paM and its Ansel have review and
vid the Contract and that the nomal rule of construction to the effect that any ambiguities are to be
resolved qAinst the ding paw is not to be employed in the interpretation of€his ContrarA or any
ar=dmeais or exhibits to its
Section X Attu ' F If any action at law or in equity is necewry to enforce or Jnwqxivt ale
tenm of this Contrav4 the prevailing party or dies am entitled to reasonshle,attarneys' fees, costs and
neoessary disbursements in addition to mY other relief to which such psi or ides may be end-
Swfi0n 27- i &W] &MO-ai. Iomst wing aWhing min to tie conftwy, Seller bmvby
f ledges aM agrm that the PurchasWs ex=tificm of this Cionb its represwtafions and wanudes
under Ns rn ct� Purchasers willing and went to purchase the "erty. and to cnrsmmate
the mmmcfiens contemplated under this Contmet, in€ cding conveyance,or reservation of the ements
for fulm utili , =expressly subject to and comet upon the approval cfthe Fort Worth City Coatwil
in a public wing amity Council AppmvaV ma
" . r expec o ti that City Council Approval shall occur
within the Option Peri
Section 28. Aa—ffla PaEfimM MW D& Purchaser r=gnizes tw this Contract is with Seller,
and not Fie[Ws Managm,MmbeM Viers,agents or representatives(collectively and individually,the
Purchwer recognt=ftt the Ad Parties are not the alter ego u or oft i responsible
for,lurch and covenam to never assert to the unary.
Section 29. Qu vn.rm lahieu of CondeM&L&I It is acknowledged that Purchaser possesses the
peer nfeminerit domain and Ms ice is made under tlt or imminence thereof mid in lieu of
condemnation and tW Purchaser irrftds to quire and use the Proper for a purely public purpose.
[SIGNATURES PE ON THE FOLLOWING PAGE]
This Contract is EXECUITED as of die Effective Date trrm set f6rih above.
SELLER:
ONGLONIEP iTE GAS fI,LP,
,
a Texas finuted. partnership
BV.. Vancouver Sk anagernent, LLC,
a Tcxas limited I€ability company
General Pamcr
_A i*?ve , IIrer
CRESTVIEW I;ARM 250, I. P.
_ exa limited parmershi.
By AG 250 GP, LLC,
a Toxas Brr R d lia iIit £ companly
General Part=
D. Alan Meeker, Manes;
HENNACO HOLDINGS LL ,
a Dciuwarc limited liability c t pny
D, Alan Meeker{Ka€gager
CITE' OF FORT WORTH,TEXAS
By, Jesus I, Chaps, Replay City Manager
Attu[,
o
� FOR TO�p �O�
p
p �
ClcRonaldR Ganaale� 0.
O
tir tsecs� r? � ° °
�
Iz.
_v° Oa21 -0672 py
Op O T
OOOOOOO �
y�
�
Date: Simbvr 14, 2021
APPROVED AS TO LEGALITY AND rORM
-A
Matthew A.Murray
Assistant City AtIpmey
Contract Compliaiic� Manager-,
By signing [ acknowledge that I am the person responsible
for the monitoring and administration of this eontrnet, including
ensuring all performance and rporung requirements.
Assistailt Director. Property Management Depart e-nt
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
BY its execuflOR below,Me ComPmY agreas to Bonn iLS odw dubes punuant W the provisions of this
Contract
SENDEPA 'TITLE COMPANY!
-W- A,
Title-
'2
Date: /cy
FIND'"Alf
The La !hLIMOnigaCo Donution Eimurty,aad the CGII DqjjtLo&Pravc
Appro-%*nat4 2 70 acres of land, &WmvmeAu, pemml pr4wrty and property wIth a e
address of 4850 Highway 119 (as idmffled AY the Tarmfll ApprahafD Nel AccountNo.'s
41524934, 41524888, 41524829, 4104 354, 41524845, 41524 ft 34#, 04070577,
1624,03810453,415 861,41524 37,41047346,4169 t 1)r Fon WorM, Tarraw Co fy,
TOM
[mom and bomds to be iiud4
trxhitit"N"to $nt of Sale and turetmse
� �1♦♦1♦1♦1♦111�.�,
♦♦11♦11♦ s .��.
�i♦i♦i♦i♦i♦i1i♦ice.. -
♦♦♦♦1111.
i♦i♦i♦i♦i1i♦i1i♦i1i�
♦Q♦Q♦QQQ♦Q♦♦11w
Oi♦i♦i♦i♦i♦i♦i♦i� ��i�
♦1♦♦♦♦♦♦♦♦ ♦�
♦♦♦♦♦♦ ♦♦♦♦♦
•
4
r r�
r
.. - •
FJM]Bfff#S#E
EUM of Esmer��7 Bent
Escrow Numb m_ Date: 2021
Wy and
r(y wIL4 a Wearmefd 5 way1187(as ideadfwd by the
03810433, 41524861, 41-524s37, m47 1 , 4169is 1), Fort Wes,
Tame w County, Texw
Earaest l oatyAmount- $10,000,00
TM CITY OF O T WORTH the " ON L WRATE GAS II,LX>
and CRESMEW FARM M ice, both T=as limier Pumerships,and SHENNACO HOLDINGS
L #a Delaware limiled Ilabil ty company(collectively,the"SdUr"I am parries to that C=Wn Contract
of Salo and ftmh the"LogIT did as of 202 1,with respect to the above referenced
PrOWY(tire M22EM which is more parlicularly described in the Comna F=haser I=de iced the
sure of Ten Thousand and No[100 blare 1 ,0 .01 , ft- � i Senrnle, 5320
emP EkOMe Blvd:, Suite A, laW Worth,-J`X 76107 Attn Charles Bra, Esq. (the-Title ��` to
be Md under the term of the CoWaaand the tee of this Escrow Aunt(t -f&cV&A
On or before the expmaon of the opon Period as one[ in the Cow).the Ea=g Money shal l be
refmded by the Titte Cry to Purchaser,up<m receipt of a writtm request from pumhaser,to edw with
evidence that Purchasef has given Seller-written nofie;o of turninatiorl in acconiarice with the te=of the
Contract Pollo ring the expiratian of'the option Feri+ if the Title Company has not recziverd any Writ
requem from lease°as set forth above,the Wiest Money sWl be distt°ibuted to Satter andlor Purchasm
as directed by the Contrt.
Fo o ing the expiration of the option Pwjod,the Tjt Company is hereby expressly au0 d
to disregard, in € ale el4se ae , any all unilateral notices car w*W given by any of the Wties
hereto,or by aRY Other pin er entity,excW as Odmvise rApmsly Provided Heinz but`l°itle CorriPany
is herby cPressly authorized to regard and to ownply with and obey any and au orders.judgments sir
decrees end or imod by any row wM or with Jurisdiction,iction,=d in cm Title Company obeys
complies with any such order,judgment or decree ofany court it shall not be uabte to any of the parties
hereto or any other person, fusn or er ity by reason of such caripknce,-norMthstanding any such fir,
judgnmt or dew ling entered wilt jurimlicdon or being subsequently reversed,n1odified,annulled,
set aside or meted. In oase of any suitor proceeding regarding his eseww,to which ttla Company is or
r y at any time becG=a party.it shall have a lien on the cones hereof for any and all cow,fatc,'neys#
fees, whether such attors ys ill be re to y retained or sally employed, and any other expenses
which it MY have itn"Fred or berme liable for on ae: unt fl=e-Qf. and it shall be witled to reimburse
i if Omrefor out of said Visit, and the undersigned jointly aM sully agree to pay "1tle Cody
Von did all such costs,fees and expewes so incurred,
Except as ell'hided herrin,in no case shall the abovDqrwntioned deceits be fired
e cW on as order signed by the dies he toy their remove legal mpresmatives or mid, -or in
obedience of the proems or order of court as afo aid,
Exhibit"B"to Contractof Sale and Pureh ;
Unless direr otherwise in writing by Pwth&ser all doposits made pum=A to tWs Bow
Agreenwnt shall k ingested on bdmlf of Purduuw in inveMents I Imited tG inter- arias federally-
innur,d intr =U with a na6mal bank or federal saving bank or in a money mius fund authorized to
invest solely in direct ob-figadons of the United States of Arneri eQg0fled lnynjmcw-� The funds
invested in this nwner shall have a nm. rity of 30 days or Im. Interest and other earnings on any funds
invmad hereunder shaR be added to the funds lid on deposit by Title Company hereunder,and des, if
any, Incurred from any such investrnent shall red= the balance of the funds on delmim hereuMer.
Purdw. er shall provi6 Title Company with a Fonn W-9 with its taxpayer idoAficadon number and su€b.
other invesmmt forms as it may reasor.Wy rehire.Title Company"L upon ngpmt furnish inffirmation
cancernin its procedures fGr such invent, but shall.not chaw or offierwisc assess any additional fees
for the investment of=h fug.
Billing Insttucdom. ;Arty escrow fees 9W]be shared equally betw=Purchaser and Seller.
Except as to deposits of funds; for which Title Company has re ved express written direction
OMMMing investment to other handling,the parties hereto agme tha the rritit Company sUl be under no
duty to krvest or reinvest any deposits at any time held by it thereunder; and,further that Title Compau
may commingle such deposits with other deMits or with its own ftmds in the manner provided for the
administration of funds held as a fiducimy under applicable law, pravided, however, nothing herein shall
dimirdsh Title Company's obligation to apply the hall amount of the demits in accordance with the ter=
of the Contram
In the event the Title Company is rquested to invest deposits hereunder in Quali fled Investments
pursuant to this agr==nt,Title Carapany smell not be held reVonsible for any Im of pdricipal or interest
which may be incurred as a result of making the Mivestnents or redeerming said investment for the purposes
of dwse escrow insftuctiorm except to the extent that Tide Cwnpany negligently or willfully fas to follow
such investrnm directiow,
This Escmw Agrcemwa is inte-nded to i e=cuted in tripfic" but may be exwwed.in nwItiple
c,ounterpart-L Each such oowfterpaft shall be demed an original,but all of which together"I comfirute
one and the same document.The parti agree OM excW for notice PuWes,signatuxes trw=itted by
elearwk scan and mail shall have the lqx] effect of original signatum, Upon the requm of any party,
the panies"I prmpdy e=haW e=uted original counterparts of this Escrow Agreement.
ISIGNA T URE PA GE FOLLOWS]
Exhibit`D"to Contmt of Sale and ftrebmw
IN WITNESS VMEREOF, this brow Agreement has been exerted by Seller,
P=haser and the Title Company to he effeuive as of the date fire wrinen above.
CONGLOMERATE GAS II,L.P.,
a Texas Jimhed partnership
By: Vancouver Sky Mom ent, t:LAC,
a Texas firnited liability wmpany
Pier
D.Alen Meeker,Mier
.SKEW FARM 250,L.P.
a Texas limited pammhip
By., AG 2,50 GP,Lam,
a Tf,-=limited liability company
Genend Per
D.Alan Meter,Mier
S LINACO HOLDINGS LL ,
a Delaware limited fiahi ty company
y:
D.AJ&n Meeker,Meer
xhl "B"to Cwtraet of Sete aw Pumhaw
PURCHA5EIL
CITY OFFOWr W0aTH�TEXAS
By,
Jesus IChapa�NpuryClryWz�
SENDERA TITLE COWS:
By_ -
xaraeI
T'd«
.Date:
E kiiW B Cantrad ofSale and Purdam
EXEUiIT
MM OF I 'Y RIgMz IF YOU ARE A NATURAL PERSON,YOU
MAY REMOVE OR STRUM ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY IN TRIM T THAT TRANSFERS AN INTEREST IN REAL PROPERTY
'BEFORE IT IS FELED FOR RECORD IN THE PUBLIC R cORI ; YOUR SOCIAL
SECURITY NC R OR YOUR DRIVER'S LICE NIMFJL
a Texas company ('Iirsqtqfj in
consideration of the sum of TEN AND N 11 00 DOLLARS 10.00)and other good and vale
consideration in lid paid by the CITY OF TORT WORTH, TES, a home rule Municipal
Corporation of the SUft of Tee ("aranta" , the receipt and sufficiency of which are hereby
acknowledged, hereby GRANTS, BARGAINS, SELLS and CONVEYS unto Gmntw the real
property located in Tarrant County,Teams which is mme parficularly described on Ea€hib1CW
attach hereto and rye apart hem&togetherwit (i)all and singular,all ofGrantoies right,title
and interest, if any, in and to any and all rim benefits, pr vilege,% emeinents, tenemen and
appurWnanm thereon and pertaining thereto, including all of Cirmtors ri h4 title and inert, if
any, in and to any adjacent streets� roads, alleys, eannunts and rights-of-way, (H)any and all
improvements and buildings located on such real Trey, if an (said real property,together with
such rim,appurtenances and iraerests, irnproveme is and buildings wing collectively called the
PEMgEW), subject to, however, all easenxnts, rights of way, encumbrances, liens, coven
conditions,resticCions, obligations and liabilities as may wear ofrecord and all matters that an
accurate Bey or a physical inaction of the property would reveaL including, without
limitation, the exceptions set forth in Exhfl& I'D" ached hereto and made a part hereof(said
exooptions wing called the'Permitted MrAlWups T1 .
Notwithstandimg the foregoing, it is wqm-;:s�y undemood and agreed that Grantor Eby
remves and excepts ftn the propefty conveyed heresy,for itself,and its succamrs and assigns,
any and all intent in any and all oil,p.s and othcr minerals in, on,or under the Property, if any,
together witli the right to receive royalties, long and other pests with respect thereto;
firtherprovided,however,Granter hereby waives and relinquishes access to any use of tht surer
of the property-,provided,leer,that nothing herein shall be construed as wing,releasing or
relinquishing any rights of Grantor, its successors and assigns, to explore for, develop, and or
produce oil, gas, or othcr minerals from Wills dn'lled at locations off the Property It bottomed
beneath the Property. The exceed and reseed inter is subject to any and all outstar4ng oil,
gas, and/or other mineral lewm that cover the intemts reserved, but it l des all bonuses, delay
rentals, royalties, and other rights and payer due or to bmorne due under the terms of such
leese or [cases to 45rantor., motor's sees rs and assigns, Upon t=inafion of any or all of
such [cams,the interest of the lessee(s)thereunder aril revert to Grater or Grantoes successm
or assigns. The foregoing paWaph is her d to herein as the" t`_ I e rvation."
...4 .bwawwn®�
Grantor does hereby reserve the following described underground utility easements, each of
which.{r is intcrided to he,and shall be,construed as a eovcnant running with the Benefited Property
(a$ defined below); (ii) shall be apprrrt=nt to the Eknefited property as mom particularly
Exhibit" to Cast afSala and Pu aa
descri'lbed on Exhibit "C" (hereinafter being called the enefit E ; iii) shall include
and rmc all incidenW rights nezzssary for the use and enjoyment ent cf the ease fGr its
intended purer {iv) ill be exercised in ownpliance with all applicable laws atd knits,
approvals, codes, and requirements of a l applicable govemmental entities l din& without
limitation,the Grantee,provided such rules are of general applicability); v)shall be fort the benefit
and use of the owners of the Benefted Property and heir successm and assigns; (vi) sl Jl not
permit reground attachments, equipment, or appurtenances without the cAmsent of Grantee,
such consent not tc be unreasonably withhold; and i shall be of a sufficient and customary
width, but not to exceed fifty 0) fee, to allow for the installation of underground utilities
necessary for the future development and operation of the Benefited Property.
(a) Granter hereby reserves one (l) permanent, non-exclusive eawment for
underground utility pu (thc ern f&mgnVJ under, flw)ugh, and awoss the Property
as necessary for the future Bevel rent and operation of the Betted Property,tower with the
right of ingress and egress t>v � upon, under and across said Wit. Grantor and Grantee
understand and agree that the precise width of the Northern Easerntm has yet to be determined,
but that the Northern went shall be only as wide,as is reasonable and teary for similes
utility easements mid in no eve greater than fifty 5 ) feet wide.The centerline of the Northem
FAsement is described in Exhibit"A�` �'attached hereto and made a part hereof.
b) Gramor hereby further rest two 2) permanent, r clusi e e roes for
underground utility p r ses(the" outheim n% tf)under,through,and acnx;s the Property
as wry for the future development and gyration of the Benefited Property,tugger with the
right of ingress and egrm over, upon, under and moss said easements. Grantor and Grantee
understand and agree that ffie promise lotion, alignment, and width of the fern Basements
has yet to be&ftmlned, that the Southern its shall each be only as wide as is re nable
and customary for similar utility easemeift and in no eve greater than fifty it feet wile,and
that the centerlines of the Souther Easernents are to be fixed by the first pipeAine or other utility
rrstiwted in the vicinity of the Southem Easements as described in ib't"A or by agreerrnew
of the patties.
Grantor Eby further r rves one 1)sixty )feet wide non-exclusive access easement
(the" e aMert rf')as depicted in 9rM in RxhiWt" "and Much: is intended to be,and
shall be,cowed as a Tenant running with the AccessW Property as dcfirted mow); l l "I
be appuft d to the c*med Property as more particularly described on Exhibit "D„
(heminafter being called the-Agetgo ��r ; ii) ill include and rye all incidental
rights'necessary for the use and enjoyment of the eaisunent for its intended poses, (Iv)ill be
exercised in compliance with all applicable laws and permits,approvWs,c s, and requirements
[ applicable governmental entities(including,wiftnit llmitafior4 the Grantee,provided such
rules are ofgenwal appli ility),(v)sUl be for the benefit and use of the owners of the Momed
Property and heir successor and its; (vi) shall not pennit abovepod attachments,
equipment, or appurt arx= other the one or more roadways or sidewalks)vAdmt the consmt
of Gee, such ccrtt not tDbe unrcawrrably withheld; and (vii) shall trninate upon the
p rision of public strVet access to the d Property.
Grantor and Grantee further agm that they ill berate fully with one anot-ter to
execute any and all su lcinentarY documents and to take all additional action which may be
reasonably necessary or appropriate to give full fbirce and erect to the ins and intent of these
Ihit"C"to Cofft ct of Sale and Purchase
reservations, including by,without liMitat n,0=ideri g in lid faits and promptly wiffiin one
year) definitively responding to any requests by either for a relocation or adjustment of the
location,alignment,or width of either of the.Northern Eammea cT the Soudtern Easements,ar the
Easement.
For value received Gmntor hereby assign% transfers sW over and delivers the foregoing
reserved ea nff& to Crestvi Farm 250, LY., a Texas limited partnership, for the benefit of
and as moments appurtenant to the Bewfited Prop, which is 4a t Prop' owned b
Crestview Farm 250, L.P. and as described on Rxhib t"'C".
[FOR SHENNACO 1 F-E-D :
For value revived Grantor hereby assigns,tram, sets over and delivers the foregoing
reserved easements to Shnai Holdings LLC, a Delaware limited liability company, for the
benefit of and as events appurtenant to the AccessM Propel, which is adjamt pry
owned by Shmnaco Holdings LLC mid as deseri bed on ahm=1
Gramee hereby agrm and acknowledW that, except as otherwise e fly set forth in
that min Conftact of Sale and Purchase been mentor and Grantee,neiMer Grantor nor any
agent, aftomey, employee or rqxw n ive of Grantor has made any rWewntation or wwmnty
whatsoever regarding the subject matter of this turtsactior4 or any pan thereof,including(without
limiting the generality of the foregoing) mpresentations as to the physical nature or physical
condition of the Proper or the mobilities fl=eof, title to the Property, and that Gmttm, in
accepting and recording this Deed, does not rely upon any statement armor informer to
whoniever made or giver, directly or indirectly, oni ly or in writing, by any individual, ftn or
entity. Awcordingly, Grand agrees that the Property "I be deems acceptable to Cwafte and
the acquisition of the Property dWl be on an"as is,why is"basis,with all faults, Gramme Sher
acknowledges that Granter would not agree to sell the Prouty to Purchaser for the price age
to been the Mies wMout the disclaimers, dents and other Statements set forth herein.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANTOR MAKES N
REPRESENTAnONS OR WARRANTIES AS TO THE PHYSICAL, CONDInON OF THE
PROPERTY OR THE SUITABILrFY THEREOF FOR ANY PURPOSE, INCL.UD[N(i THE
LEGALITY AND E F RCE BR TY OF ANY PROVISIONS THEREIN oR ANY
DEFAULT GIB O l'I T NDfNG OBLIGATION OF ANY PARTY THERETO. GRANTOR
HEREBY EXPRESSLY DISCLAR4S ANY WARRA TMS OF MERCHANTABILITY
AND/OR FPS FOR A PARTICULAR POSE AND ANY CMr-TERWARRANTIES G
REPRESENTATIONS TO THE PHYSICAL CONDITION GF THE PROPERTY. Grantee
has conduce such due diligfnce investigations of the Property, including out not limited to,the
physic and environmental canditions th=-of,as Grantee deemed or d ms necessary or desirable
to satisfy itself as to the condition of the Proms and the existence or non-"Lstence or chive
anion to bc taken with respect to any hvmxtous trials incUing, without limitation, lead
products or lead paint on or discharged fmm the Property,and Grantee has relied solely ups met
and not upon any information provided by or on behalf of Gmntor or its agents or aitomeys with
reVe them,or whether to wire the Property from Grantor.
TO HAVE AND TO HOLD the Properly, subject to the Permitted Exwptiom to her
with all "singular the rim and appurtenarK= thereto in anywise belonging unto Grantee, its
sucot—,�and assigns forever. Grantor does herby bind self,and its legal mpremtatives and
t t" tocontmetof Sale and PnrTha
sucomors to WARRANT AND FOREVER EFE all and singular the Property unto Grantee,
its successors and assign air every person whomever lawfully claiming or to claims the same
or any pan thereof, when the claim is by, though or under Grantor, subjW to the Permitted
Exceptiom and the Meal Rtmvatlon, and not othenvise.
[signature lie fbllows
MUTED to be effective as of the day o _ ,..,. - 20 1.
ELER
By;
D. Alan Meeker,Manager
"E DEED WILL BE REVISED TO SLY TO EACH
SELLER,ACT SOLD AND EAS NMNT RESERvEDI
Exhibit" 'to C=tnctof Sale a r n
EXHIBff "
Resmation and VacgUou of Acem its
ExbtWt`W*to Couhwt of Sale szd Purchase
Exhibit T"
6A,5 ACRES IN TARRANT COUNTY. TEXAS, BEING THAT
,ji,k SAME TRACT D ESCRIBED IN OEED TO-SHENNACID
HOLDINGS,LLC,AS RECORDED IN INSTRUMENT
0220045789,DEED RECORDS,TARRANT COUNT Y,
TEXAS-
-SEE NOTES—
The"Acjae4%ed Proparty' V3
ONE INCH FIE- zIf tinifed 23!.�-.06 matfact 4gsubud In
Lunits
0 1co 2W 400 Aa*er"temded in IntuLm 02TOZOEM.
newer ,Twram ODO^.iy.Ttwss.
etkqMG5 BASED M TUAS STA-JE I
PLPNE ODDRMMATE ffvlaMPA 0sig- N.Wri CUM. 6 92,1 T al
1180LTA40fimmm M511wr rD.S'Mgr L�ffj oft�ft z
L W PCff EA57 *Rs,mr
1j?
3v
81+ENNAC*HOLDINGS,LU
DZ20046799,O-P-T C-T- 's
Grant EU FT-ME gn
EGRE-5,S
FASEVISNT
0 3t 20 49 W
ROft TANG 4a
ar
CP V WA !t
ky
OZE E,�7 a
of
WPT T0@0EW-A=
I-CT.
-DZW.W4&%I; I
02
,4*;4n�)P t C T.
VADE 1INGRESS
r rGRESS EAMAENT
OZ1400WOT
Abs"s?
J
'AtIo.
4�
L,7
cud
—,T
PW=i3f Vi3SWW-91 10 bI�aC.-ted
P!Wfic"utsmiefflenk L't re vved
u it V;
Pcimbn i3f evaemw lobe msinW OF
FfIEPAPARED FROVANACTUALON
OuRm
FEBRLIJ�KYANO mAPC�fANU APRIL,OF 7W.4
AND MAROK OF 2017 USING On AN O TME TEK
=fa�E ....i-
95). �
TITLE
COMPAMYCOfOMMENT VaW.KMAY
MIX05f:01SEMEM-3 OR O(CI-WakiL�E5 v6l-�.......k
OXR go r�� SU *4
TF-D 14ARP LAND SURVF
T,m 6212 INDIAN CliEj,2<tR
F%!W Faw;md mat-fffl FT.VVORTH.U. mior
kaL 02%6C.rS7 599 DA..-r-QT, 817 475 s0a4
mc lll PIS 4 2M
i f
L -- - CONGUAK
Ex ki bit 11D�to Cout mrt of Sate and pu rrbnse
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 09/14/21 M&C FILE NUMBER: M&C 21-0672
LOG NAME: 214850 HIGHWAY 1187
SUBJECT
(CD 6)Authorize the Acquisition of a Fee Simple Interest in Approximately 270 Acres of Land Located at 4850 Highway 1187 from Conglomerate
Gas ll, L.P., Crestview Farm 250, L.P. and ShennaCo Holdings, LLC in the Amount of$25,000.00 per Acre for an Estimated Total Purchase Price
of$6,750,000.00, Pay One-Half of the Estimated Closing Costs in an Amount Up to$70,000.00, Accept the Donation of Approximately Five and
One-Half Acres of Additional Land from Conglomerate Gas II, L.P. and an In-Kind Donation Valued at$68,500.00 from ShennaCo Holdings
LLC, Dedicate the Property as Parkland to be Known as Rock Creek Ranch Park,Adopt the Attached Appropriation Ordinances, and Amend the
Fiscal Year 2021-2025 Capital Improvement Program (2018 Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acquisition of a fee simple interest in approximately 270 acres of land located at 4850 Highway 1187, Fort Worth, Texas
76102 and situated in the Juan Albirado Survey, Abstract No.4, the J.W. Haynes Survey,Abstract No. 787, the J.M Muhlinghaus Survey,
Abstract No. 1082, the J.M. Muhlinghaus Survey, Abstract No. 1157, and the McKinney and Williams Survey, Abstract No. 1119
from Conglomerate Gas II, L.P., Crestview Farm 250, L.P. and ShennaCo Holdings LLC in the amount of$25,000.00 per acre for a total
estimated purchase price of$6,750,000.00 and pay one-half of the estimated closing costs in an amount up to$70,000.00;
2. Accept the donation of approximately 5.5 acres of additional land situated in the Juan Albirado Survey, Abstract No. 4 and the J.M.
Muhlinghaus Survey,Abstract No. 1157 from Conglomerate Gas II, L.P.;
3. Accept an in-kind donation valued at$68,500.00 from ShennaCo Holdings LLC to represent the difference between the stipulated fair
market value of a portion of the property and the purchase price of$25,000.00 per acre;
4. Authorize the City Manager or designee to accept the conveyance,to execute the necessary contract of sale and purchase, and to execute
and record the appropriate instruments;
5. Dedicate the property as parkland upon conveyance to be named Rock Creek Ranch Park;
6. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the 2018 Bond Program Fund by increasing
receipts and appropriations in the Rock Creek Ranch project(City Project No. 103448) in the amount of$1,919,000.00 and decreasing
receipts and appropriations in the Park Land Acquisition Programmable project(City Project No. PB0011)by the same amount;
7. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the General Gas Lease Capital Projects
Fund by increasing receipts and appropriations in the Rock Creek Ranch project(City Project No. 103448) in the amount of$1,000,000.00
and decreasing receipts and appropriations in the Open Space Appropriations project(City Project No. PA0001) by the same amount;
8. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the
Rock Creek Ranch project(City Project No. 103448)in the amount of$3,901,000.00 from available funds; and
9. Amend the Fiscal Year 2021-2025 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek approval to acquire land located at 4850 Highway 1187 in accordance
with the Neighborhood and Community Park Dedication Policy and the Park, Recreation and Open Space Master Plan, which calls for the
provision of adequate park and recreational areas in the form of Neighborhood-Based Parks and Community-Based Parks.
The Park&Recreation Department(PARD) conducted an assessment of potential properties in southwest Fort Worth for parkland acquisition.
The proposed 270-acre site is located in Park Planning District 1 which is under-served in community-based parkland. This acquisition will create
a new community park in the southwest sector of the City.
Conglomerate Gas II, L.P., Crestview Farm 250, L.P., and ShennaCo Holdings, LLC (collectively, the Seller) have agreed to sell the property,
approximately 270 acres, more or less, for$25,000.00 per acre, for an estimated total purchase price of$6,750,000.00. The Seller has also
agreed to donate approximately five and one-half acres of property valued at$140,000.00 from Conglomerate Gas II, L.P.to the City, as depicted
in blue on the attached map.Additionally,the City has agreed to accept an in-kind donation valued at$68,500.00 from ShennaCo Holdings LLC to
represent the difference between the stipulated fair market value of a portion of the property, as depicted in red on the attached map, ($65,000.00
per acre)and the purchase price of$25,000.00 per acre. The purchase price will be subject to an independent appraisal. The mineral estate will
not be acquired and the deed will contain a surface waiver for the exploration of the mineral estate. The real estate taxes will be pro-rated with the
seller being responsible for taxes due up to the closing date. The City will pay one-half of the estimated closing costs in an amount up to
$70,000.00.
The City has agreed to allow the seller to reserve one sixty-foot-wide non-exclusive access easement to provide access from Highway 1187 to the
remainder of the seller's land not being purchased by the City. The access easement will terminate upon the completion of a public road
providing access to the remainder of the seller's land not being purchased by the City. In addition, the seller will reserve three non-exclusive
easements(not to exceed fifty feet wide)for future underground utilities to serve the seller's adjacent property.
Funding for this project was included in the Fiscal Year (FY) 2021-2025 Capital Improvement Program for project PA0001. In order to
administratively track the spending of all funding sources in one project, appropriation ordinances are needed to move appropriations from the
programmable projects to the jointly funded static project. Additional funding in the amount of$1,000,000.00 in Open Space Appropriations
Program funding (City Project No. PA0001)will be utilized to implement the conservation of 40 acres of the site, to be determined at the park
master planning phase,thereby supporting the goal of the Open Space Conservation Program to protect high-quality natural space in Fort Worth
and $3,831,000.00 in Park Dedication Fees funds are needed to acquire the property. The actions in this M&C will amend the FY2021-2025
Capital Improvement Program, as approved, in connection with Ordinance No. 24446-09-2020.
This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt
is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement
expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018)
and subsequent actions taken by the Mayor and Council.
The park will be held in reserve status until development occurs. The operating costs for the park to be maintained in reserve status are estimated
to begin in the first quarter of FY2022. A summary of increased PARD operating&maintenance(O&M)costs are as follows:
O&M FY2022
PARD Maintenance $12,070.00
PARD Forestry $5,792.00
Total $17,862.00
As of July 31, 2021,the cumulative total of all previously approved M&Cs increased the department's acreage by an estimated 42.85 acres and
estimated annual maintenance by$308,857.00 beginning in FY2022. Rock Creek Ranch Park is estimated to increase the department's acreage
by 280 acres, more or less, and annual maintenance by$17,862.00. When the site is developed, additional funding will be requested for
maintenance operations of future facilities and the resultant increase in use.
This property is located in COUNCIL DISTRICT 6.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Open Space Appropriations programmable project within the General Gas
Lease capital Prj Fund and Unspecified projects within the PARD Dedication Fees Fund and upon approval of the above recommendations and
adoption of the attached appropriation ordinances,funds will be available in the General Gas Lease capital Prj Fund, PARD Dedication Fees
Fund and 2018 Bond Program Funds for the Acq-Rock Creek Ranch project. Prior to an expenditure being incurred, the Park&Recreation
Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Richard Zavala 5704
Additional Information Contact: Ricky Salazar 8379
David Creek 5744
Expedited