HomeMy WebLinkAboutContract 48480 8FCRfZ A /\
�:IUN T RACT IooRY 2- U
FINAL SETTLEMENT AND RELEASE OF ALL CLAIMS
WHEREAS, the City of Fort Worth, Texas, a Texas Home Rule Municipal Corporation
(the "City") and Bodycote Thermal Processing, Inc., a Delaware corporation ("Bodycote"),
entered into negotiations in 2015 for the eminent domain taking of Bodycote real property
located on Montgomery Street, Fort Worth, Texas, that resulted in the Special Warranty Deed
from Bodycote Thermal Processing, Inc. as Grantor and the City of Fort Worth as Grantee, dated
December 9, 2015, and filed of record in the Official Public Records, Tarrant County, Texas, as
D215277818, on December 14, 2015;
WHEREAS, the City and Bodycote entered into a"Purchase and Sale and Temporary
Possession Lease Agreement," signed by Bodycote on July 1, 2016, whereby the City agreed to
and did purchase from Bodycote additional real property described in that one certain Special
Warranty Deed, with Bodycote as Grantor and the City as Grantee, dated July 1, 2016, and filed
in the Official Public Records, Tarrant County, Texas, on July 14, 2016, as D216156487 (both
D215277818 and D216156487 are herein described as the "Real Property Transfers") and the
City agreed to a Temporary Possession Lease of the real property conveyed to the City by
Bodycote in D216156487 in return for Bodycote's promise, inter alia, to completely vacate and
surrender the leased premises by no later than 11:59 p.m., Central Standard Time, on December
31, 2016;
WHEREAS, the City and Bodycote entered into that one certain "Partial Relocation
Assistance Agreement," signed by the Assistant City Manager Susan Alanis on June 23, 2016,
and identified as "City Secretary Contract No. 47917," by which the City paid Bodycote certain
specified relocation moving expenses but that also left open negotiations regarding any
remaining Bodycote relocation expense requests related to or arising out of the move of all
Bodycote personal property, equipment, records, and operations from the sites conveyed by the
Real Property Transfers in the Special Warranty Deeds, identified as D215277818 and
D216156487 (collectively the "Relocation Expenses");
WHEREAS, the City and Bodycote have negotiated additional Bodycote relocation
expense requests and have reached a final settlement and release and discharge of all claims as
herein stated(the "Agreement");
IT IS, THEREFORE,AGREED:
1. The City has paid and Bodycote has received all purchase payments required by the Real
Property Transfers.
2. The City shall pay Bodycote one final payment of One Million Eight Hundred Thousand
and no/100 U.S. Dollars (U.S. $1,800,000.00) in full, complete, and final payment,
discharge, and satisfaction for Bodycote's unconditional release of all claims arising out
of or in any way related to the Real Property Transfers, the Relocation Expenses, and any
other claims described in this Agreement (the"Final Payment").
OFFICIAL RECORD
FINAL SETTLEMENT AND RELEASE OF ALL CLAIMS CITY SECRETARY Page 1 of 4
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FT. WORTH TX
3. The Final Payment will be made by wire transfer to Bodycote so that Bodycote has
receipt of the Final Payment by no later than end of business on December 31, 2016.
Wire transfer instructions include: SWIFT WFBIUS6S, ABA: 121 000 248, Wells Fargo
Bank, N.A., 420 Montgomery Street, San Francisco, CA 94104, Bodycote Thermal
Processing, Inc., A/C 412 109 2548 BTP.
4. Upon receipt of the Final Payment Bodycote its subsidiaries, affiliates, and all parties
claiming through and under Bodycote, its subsidiaries and affiliates, FULLY, FINALLY,
AND UNCONDITIONALLY RELEASE the City from all claims and payment
obligations by the City to Bodycote arising out of or related to the Real Property
Transfers and the Relocation Expenses, including all claims, demands, damages,
actions, causes of action, or suits at law or in equity, of any kind or nature, accruing
before or after the effective date of this Agreement and whether known or unknown on
the effective date of this Agreement, subject to all rights and obligations of the parties, if
any, created in the Special Warranty Deed dated December 9, 2015, and filed of record
in the Official Public Records, Tarrant County, Texas, as D215277818, on December 14,
2015; the Special Warranty Deed, dated July 1, 2016, and filed in the Official Public
Records, Tarrant County, Texas, on July 14, 2016, as D216156487; the Purchase and
Sale Agreement and Temporary Possession Lease Agreement signed by the City and
Bodycote on or about July 1, 2016; the Partial Relocation Assistance Agreement,
signed by the Assistant City Manager Susan Alanis on June 23, 2016, and identified as
"City Secretary Contract No. 47917"; and this Agreement .
5. On the condition that Bodycote vacates the Property by December 31, 2016, as agreed in
the "Purchase and Sale and Temporary Possession Lease Agreement," the City hereby
releases Bodycote its subsidiaries and affiliates from all claims by the City against
Bodycote arising out of or related to the Real Property Transfers and the Relocation
Expenses, including all claims, demands, damages, actions, causes of action, or suits at
law or in equity, of any kind or nature, accruing before or after the effective date of this
Agreement and whether known or unknown on the effective date of this Agreement,
subject to all rights and obligations of all parties, if any, created in the Special Warranty
Deed dated December 9, 2015, and filed of record in the Official Public Records, Tarrant
County, Texas, D215277818, on December 14, 2015; the Special Warranty Deed, dated
July 1, 2016, and filed in the Official Public Records, Tarrant County, Texas, on July 14,
2016, as D216156487; the Purchase and Sale Agreement and Temporary Possession
Lease Agreement signed by the City and Bodycote on or about July 1, 2016; the Partial
Relocation Assistance Agreement, signed by the Assistant City Manager Susan Alanis
on June 23, 2016, and identified as "City Secretary Contract No. 47917"; and this
Agreement.
6. Bodycote hereby and herein gives Bodycote's further assurances to the City in
consideration of the Final Payment that Bodycote will vacate and surrender the lease
premises described in and required by the "Purchase and Sale and Temporary Possession
Lease Agreement"by 11:59 p.m., Central Standard Time, December 31, 2016.
FINAL SETTLEMENT AND RELEASE OF ALL CLAIMS Page 2 of 4
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7. This Agreement is subject to the approval of the Council for the City of Fort Worth and
shall be signed by a duly authorized representative of the City.
8. This Agreement shall be signed by a duly authorized representative of Bodycote.
9. The effective date of this Agreement shall be the date that the City's duly authorized
representative signs and dates this Agreement (the"Effective Date").
10. This Agreement shall be governed by the laws of the State of Texas, except for its
conflicts of law principles that would require the transfer of any dispute between the City
and Bodycote arising out of or related to this Agreement to another state of the United
States or to another nation.
11. Exclusive venue for all disputes arising out of or related to this Agreement shall be the
state courts of Tarrant County, Texas.
Signatures on pages to follow.
BODYCOTE THERMAL PROCESSING, INC.,
a Delaware corporation
By:
Name (Printed)7-3Avi,p r- STA91S2£
Its:VC � 4SNAa c�
THE STATE OF TEXAS
COUNTY OF DA"A5
This instrument was acknowledged before me on the (S" ' day of
Oecezv�be r 2016, by Uzov A E 5+c,,Wi e- , U Y Ce `ter Z 51hek
of Bodycote Thermal Processing, Inc., on behalf of said
Corporation. �p
••...;sem�_v..�._r.�,�� _ c u.C�,
MARGO SMITH Notary Publ c, State of Texas
NOTARY PUBLIC SPATE OF TEXAS Notary's Name (printed): �G o S yr 1 t tA
' NOTARY ID#211777-4
CONWj�+�y COMMISSION EXPIRES Notary's ID#: a)1-77-7
oa/o2/202o Notary's commission expires: p8/O�.jat�2a
FINAL SETTLEMENT AND RELEASE OF ALL CLAIMS Page 3 of 4
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THE CITY OF FORT WORTH, TEXAS,
a Texas Horne Rule Municipal Corporation
Nam (P inted): Susan Alanis
Its: ity an ger
Date Signed:h a-O ')
THE STATE OF TEXAS
COUNTY OFTARRANT
This instrument was acknowledged before me on the ( 5 day of
�q,«La,x , 2016, by Susan Alanis, Assistant City Manager of the City of Fort
Worth, a Texas home rule municipal corporation on behalf of said City of Fort Worth.
LINDA M. HIRRLINGER
Notary Public,state of Texas Notary Public, State of Texas
Comm.Expires 02-02-2018 Notary's Name (printed): LI ft\. L-E; -f, ry Y
OF Notary ID 12414474-b
Notary's I D# ( ;L 4I q 4-)Lf-(v
Notary's commission expires:
A � ED AS T ,TO GALITY
Chrrl Moslev>Senior Assistant City Atfriley
OP:rr
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roFFICIAL RECORD
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FINAL SETTLEMENT AND RELEASE OF ALL CLAIMS Paige 4 of 4
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M&C Review Page I of 2
Official site of the City of Fort Worth,Texas
CITY COUNCILAGENDA
COUNCIL ACTION: Approved on 12/13/2016
DATE: 12/13/2016 REFERENCE C-28049 LOG NAME: 12BODYCOTEFINALRELOCATION2016
CODE: C TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of a Relocation Assistance Agreement with Bodycote Thermal
Processing, Inc., in the Amount of$1,800,000.00 (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Relocation Assistance
Agreement with Bodycote Thermal Processing, Inc., in the amount of$1,800,000.00.
DISCUSSION:
On April 12, 2016 (Mayor and Council Communication (M&C) L-15892), the Fort Worth City Council
authorized the acquisition, through settlement, of the Bodycote property located at 2005 Montgomery
Street. This property is required for the construction of the WRMC Multipurpose Arena and associated
parking facilities.
In accordance with state law, the City is required to provide relocation assistance in accordance with the
Uniform Relocation Assistance and Real Property Acquisitions Policy Act (URA). These services are
provided to qualifying individuals and business owners who are displaced by public projects from their
homes and/or business locations. For this acquisition, Bodycote is eligible to receive relocation
assistance. Displacees have up to 18 months to file a claim for their relocation assistance payments. The
actual amounts to be paid are determined by the type of payments the displacees qualify for and the total
costs of their moving expenses. The relocation costs will be paid out of the Culture &Tourism Capital
Projects Fund.
Staff, through the City's relocation specialist, obtained a bid from Able Moving Company to provide moving
and re-establishment services for the furnaces, quenches and other equipment associated with Bodycote's
core operations in an amount of$1,995,128.00. Bodycote accepted payment in the amount of
$1,995,128.00 and performed a negotiated self-move. Council authorized this partial relocation on June 14,
2016 via M&C C-27772. The movement and relocation costs exceeded the preliminary projection and
additional relocation costs were requested by Bodycote. Staff negotiated with Bodycote to accept
$1,800,000 for the final relocation expenses. This final relocation payment will allow Bodycote to complete
its relocation.
Relocation expenses count towards the City's maximum total expenditure for this project which is limited to
$225,000,000.00.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that, upon approval of the above recommendations, funds are available in
the Culture &Tourism Capital Projects Fund for the Multipurpose Arena and Support Facilities Project.
TO
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24175&councildate=12/13/2016 12/21/2016
M&C Review Page 2 of 2
Fund Department Account Project Program Activity Budget Reference# Amount
l ID I ( ID I ( Year ( (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
Submitted for City Manager's Office by: ALL ACMs (6222)
Originating Department Head: Sarah Fullenwider(7623)
Additional Information Contact: Sarah Fullenwider(7623)
ATTACHMENTS
Bodycote Certificate of Interested Parties 12-06-16.pdf
http://apps.cfwnet.org/council_packet/mc review.asp?ID=24175&councildate=12/13/2016 12/21/2016