HomeMy WebLinkAboutContract 41234 CITY SECRETARY
CONTRACT NO.
Agreement to Donate
This Agreement to Donate(the "Agreement")is made and entered into this,the(a day of
December, 2010, (the"Effective Date"),by and between 3741 SW Loop 820,LLC,aTexas limited
liability company("Grantor"), and The City of Fort Worth, a Texas municipal corporation("Grantee").
Grantor owns the real property and improvements located at 3741 SW Loop 820, Fort Worth,
Texas,which consists of approximately 2.043 acres of land(the "Property");
Grantor, as Landlord, and Grantee, as Tenant, have entered into a Lease Agreement ("Lease")
related to the improvements located at 3741 SW Loop 820, Fort Worth, Texas(the "Improvements");
Grantor desires to convey to Grantee, by gift, fee simple title to the Property, subject to Grantor's
continued ownership of the Improvements, to a license retained by Grantor to use and occupy the
Property, and to a reversionary right in the event Grantee does not fulfill the terms of the Lease, all as
more particularly set forth herein (the interest being conveyed shall be referred to as the "Donated Land");
In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:
1. Donation of the Donated Land. Concurrent with Grantee's execution of the Lease,
Grantor shall execute and deliver to Grantee a Donation Deed, in the form attached as Exhibit "A".
Grantor shall provide Grantee a Texas Owner's Title Policy for the Donated Land. The conveyance shall
be made subject to all matters of record as of the date of the donation. if not already a matter of public
record on the date of conveyance, Grantee understands, acknowledges, and agrees that the Donated Land
will be subject to the following agreements:
a. A driveway easement to the Southwest Bank and cross access/parking to
Southwest Bank in a form substantially the same as the reciprocal easement in the attached
Exhibits "B"and"B-1", made apart hereof.
b. An agreement to provide joint use of the Southwest Bank sign pole in accordance
with City of Fort Worth rules and regulations with the City of Fort Worth sign ordinances, said
use to be in a form substantially the same as the signage exhibit in the attached Exhibit "C", made
apart hereof.
C. A negative covenant against any banking use of any entity subject to F.D.I.C. of
N.C.U.A., except that an ATM may be installed,maintained,and used on the Donated Land
2. Conveyance of Remaining Interest in the Property. Upon payment in full of the Total
Rent (as defined in the Lease) due under the terms of the Lease, Grantor will convey to Grantee all of
Grantor's remaining right, title and interest in and to the Property, including, but not limited to the
Improvements, pursuant to the terms and conditions set forth in Exhibit "D", attached hereto and made
apart hereof for all purposes.
3. Transfer of Personalty. Grantor shall convey to Grantee all furnishings and office
equipment that is in the Leased Premises as of the date the Lease is fully executed by the parties,pursuant
to a Bill of Sale in a form substantially similar to that in Exhibit "E", attached hereto and made apart
hereof for all purposes.
OFFICIAL RECORD
CITY SECRETARY - J
FT.WORTH,TX
4. Termination and Right of Reverter. If for any reason Grantee fails or refuses to pay the
Total Rent due under the terms of the Lease, then title to the Donated Land shall immediately, and
without the further act of any party, revert to and vest in Grantor. In such event, Grantee shall
immediately vacate the Leased Premises within sixty (60) days, leaving them in the condition that they
were in on the Commencement Date, reasonable wear and tear excepted.
GRANTOR: GRANTEE:
3741 SW LOOP 820, LLC, a Texas limited THE CITY OF FORT WORTH, a Texas
liability co any municipal corporation
By: V By:
Name: O��-+?JQ�i�S Name:
Title: Assistant City Manager
Title:
APPROVED AS TO FORM AND LEGALITY:
` ssistant City Attorney
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ATTEST:
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M& C Number : Z415/5
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Contract Number:_ 1 1aiq
A
L RECORD
ECRETARY
RTH, TX
EXHIBIT"A"
DONATION DEED FORM
After Recording;,Return To:
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
DONATION DEED
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT 3741 SW Loop 820, L.L.C. a Texas limited liability company ("Grantor"), hereby donates and
grants to the City of Fort Worth, Texas, a municipal corporation ("Grantee"), subject to the mineral
reservation and exceptions hereinafter set out,the parcel of land located in the City of Fort Worth, Tarrant
County, Texas, described in Exhibit "A-1" attached hereto and incorporated herein for all purposes (the
"Pro a ").
The Property is conveyed to Grantee subject to the following restrictive covenant: the Property may not
be used for banking use of any entity governed by or insured by F.D.I.C. of N.C.U.A., except that an
Automated Teller Machine, or any technology that may be developed that performs a similar function,
may be installed,maintained,and used on the Donated Land,and nothing herein shall prohibit Grantee or
any successor or assigns of Grantee the ability to collect amounts due to Grantee or its successor or
assigns as a result of any fee, fine, tax, or utility or service provided. The restrictive covenant is hereby
declared to be a covenant running with the land and is fully binding on all successors and assigns of
Grantee. Any person who acquires any right, title, or interest in or to the Property, or any part thereof,
thereby agrees and covenants to abide by the restrictive covenant. Grantor, its successors and assigns,
shall have the right to enforce the restrictive covenant by any lawful means, including filing an action in a
court of competent jurisdiction, at law or in equity, against the person violating or attempting to violate
the restrictive covenant, either to prevent the violation or to require its correction. If Grantor, or its
successors and assigns, substantially prevail in a legal proceeding to enforce the restrictive covenant,
Grantee agrees that such prevailing party shall be entitled to recover damages,reasonable attorneys' fees,
and court costs.
Exceptions to Conveyance: Grantor retains a license to use the surface of the Property for such purposes
as Grantor deems appropriate and Grantee's intended use. Grantor also retains all right,title, and interest
in and to all improvements located on the Property, it being the intent of Grantor and Grantee that this
Donation Deed only convey title to the real property underlying the improvements.
The terms "Grantee" and "Grantor" shall include their respective heirs, executors, administrators,
permitted successors and permitted assigns with respect to the rights and obligations granted or reserved
in this Deed.
TO HAVE AND TO HOLD the above described Property, subject to the Permitted Purposes, the
Permitted Encumbrances, and the Exceptions to Conveyance, together with all and singular the rights,
privileges, hereditaments and appurtenances thereto in any manner belonging, unto the said Grantee and
Grantee's successors and assigns forever, without warranty of title; provided, however, that if Grantee
shall fail for any reason to pay the Total Rent due to Grantor pursuant to the Lease Agreement executed
by the parties concurrently herewith, all of the right, title, and interest conveyed to Grantee hereby shall
immediately revert to Grantor,without further act or deed by any party.
IN WITNESS WHEREOF,this instrument is executed on this 16. 1day of'Q6tAim6W, 2010.
GRANTOR: GRANTEE:
3741 SW LOOP 820, LLC, a Texas limited THE CITY OF FO T WORTH, a Texas
liability company municipal cor oration
By:
By: Name:
Title: Assistant City Manager
Name Printed:
Title:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
, of 3741 SW Loop 820, L.L.C.,
a Texas limited liability company, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that the same was the act of said officer on behalf of
said entity and that he executed the same as the act of such entity for the purposes and consideration
therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL,this the day of 2010.
NOTARY PUBLIC, in and for the State of Texas
My Commission Expires:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
of
a Texas of The City of Fort Worth, a Texas municipal corporation,
known to me to be the person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of said officer on behalf of said entity and that he executed
the same as the act of such entity for the purposes and consideration therein expressed, and in the capacity
therein stated.
GIVEN UNDER MY HAND AND SEAL,this the day of 2010.
NOTARY PUBLIC, in and for the State of Texas
My Commission Expires:
EXHIBIT "A-1"
PROPERTY DESCRIPTION
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EXHIBIT"B"
Reciprocal Easement Agreement
Recording Requested By
And When Recorded Return To:
RECIPROCAL CROSS ACCESS AND CROSS PARKING EASEMENT AGREEMENT
(Fort Worth,Tarrant County,Texas)
STATE OF TEXAS §
COUNTY OF TARRANT § KNOW ALL BY THESE PRESENTS:
This RECIPROCAL CROSS ACCESS AND CROSS PARKING AGREEMENT("Agreement")is entered
into as of (the"Effective Date"),between Southwest Bank and 3741 S.W.Loop 820,LLC.
Preliminary Statement
A. WHEREAS,Southwest Bank,a Texas Banking Association("Southwest Bank")is the owner of
certain real property situated in Tarrant County, Texas at 3737 SW Loop 820,Fort Worth,TX.,being Lot 1,Block 40C,
Wedgwood Addition,Fort Worth,Tarrant County,Texas,more specifically described in the plat recorded in Volume
388-84,Page 4,Plat Records,Tarrant County,TX(the"Property").
B. WHEREAS,the Property has been re-platted into two separate properties,with one property to be
retained by Southwest Bank(the"Southwest Bank Property")and the other to be sold;
C. WHEREAS,3741 S.W.Loop 820,LLC,a Texas limited liability corporation,("3741"),plans to
purchase the second property that is described in a deed recorded at D210298369(December 3,2010)of the
Records of Tarrant County,TX(the"3741 Property").
D. WHEREAS,Southwest Bank and Gideon each desire a nonexclusive access,driveway and
parking easement(the"Access Easement")over and across,and the right to the use of driveways and parking areas
located on the Southwest Bank Property and the 3741 Property as depicted on Exhibit"A"which is attached hereto
and made a part hereof for all purposes(the"Access Easement Area"). Notwithstanding anything to the contrary,
3741 shall have the right to mark and exclusively use those parking spaces directly abutting the building at 3741
S.W.Loop 820.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the
parties hereby grant,covenant,and agree as follows:
RECITALS
ARTICLE I-GRANT Of EASEMENTS
1.1 Access Easement. Southwest Bank and 3741 (the"Grantors")hereby grant and convey to
each other a general, perpetual, non-exclusive access, cross drive, and cross parking easement (the "Access
Easement")over and across, and the right to the use of the driveways and parking areas located behind and around
the improvements on each of its properties described above (the"Properties"), as depicted on Exhibit"A-1"which
is attached hereto and made a part hereof for all purposes(the "Access Easement Area").The Access Easement shall
be used solely for the purposes of ingress, egress,passage, and delivery by vehicles and pedestrians to and from the
Grantors' Properties.
1.2 Maintenance. Each Grantor shall maintain the Access Easement Area on its own property in
reasonably good condition and repair. Each Grantor shall be liable for any repairs, damages, losses or other
liabilities arising out of or connected with the use of the Access Easement Area by Grantor,occupants,tenants,and
invitees of the Grantor.
1.3 Sign. 3741 shall have the right to install a sign, subject to Southwest Bank's approval, on the
existing pylon sign(Exhibit Q. 3741shall submit to Southwest Bank accurate detailed drawings as well as samples
of proposed signage. Sign drawings must be approved by the Southwest Bank before the sign may be installed.3741
sin drawings must include the following: (1) Elevation view of storefront showing sign(drawn to accurate scale)
with dimensions of height of letters and length of sign and their color, (2) Cross section view through sign letters
and sign panel showing location of sign relative to store front line and showing the dimensioned projection of the
face of the letter from the face of the signband. All signs, permits, and related or resulting construction shall be
3741 responsibility. No sign makers tabs or stickers shall be permitted. Sign Contractor shall repair damage to any
work caused by his work. All signs must conform to local building and electrical codes.
ARTICLE II-TERM
2.1 Term. The benefits and burdens described in this Agreement are intended to run with the land
and be binding upon and inure to the benefit of the heirs, successors, assigns, licensees, invites, and tenants of the
parties herein.
2.2 Covenants Running with the Land. Every agreement,covenant,premise,
undertaking, condition,easement, right,privilege,option and restriction made, granted or assumed, as the case may
be,by a party hereto shall constitute a covenant running with the land.
ARTICLE III-MISCELLANEOUS
3.1 Severability. If any provision of this Agreement, or portion thereof,or the application thereof
to any person or circumstances, shall,to any extent be held invalid, inoperative or unenforceable,the remainder of
this Agreement, or the application of such provision or portion thereof to any other persons or circumstances, shall
not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this
Agreement; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
3.2 Governing Law. This Agreement shall be construed in accordance with the laws of the State of
Texas.
3.3 Headings. The Article and Section headings in this Agreement are for convenience only,
shall in no way define or limit the scope or content of this Agreement, and shall not be considered in any
construction or interpretation of this Agreement or any part hereof.
3.4 Relationship of Parties. Nothing in this Agreement shall be construed to make the parties
partners or joint venturers or render either of said parties liable for the debts or obligations of the other
3.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns.
3.7 Authority. Each party represents to the others that by its signature below the individual
signing on behalf of the party has the authority to bind the party to this Agreement.
3.8 Counterparts and Separate Signature Page. This Agreement may be executed in one or more
counterparts and on separate signature pages,and as so executed shall constitute a single instrument.
SCHEDULE OF EXHIBITS
Exhibit B-1 —Cross Access Easement
[space intentionally left blank]
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed as of the Effective Date.
3741 S.W.Loop 820,L.L.C.
THE STATE OF TEXAS§§
COUNTY OF TARRANT§§
This instrument was acknowledged before me on the day of June,
2010,by Randy Gideon.
Notary Public--State of Texas
SOUTHWEST BANK,a Texas Banking Association
By:
Print Name: Vernon Bryant
Its:President/Chief Executive Officer
THE STATE OF TEXAS§§
COUNTY OF TARRANT§§
This instrument was acknowledged before me on the day of June,
2010,by Vernon Bryant,President/CEO of SOUTHWEST BANK,a Texas
Banking Association,on behalf of said association.
Notary Public--State of Texas
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EXHIBIT "C"
Signage Exhibit
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Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FoR�H
COUNCIL ACTION: Approved on 10/5/2010 -Ord. No. 19388-10-2010& 19389-10-2010
REFERENCE 02SOUTHWEST
DATE: 10/5/2010 NO.: C-24515 LOG NAME: MUNICIPAL COURT
FACILITY
CODE: C TYPE: NOW PUBLIC NO
CONSENT HEARING:
SUBJECT: Accept a Land Donation of 2.097 Acres Located at 3741 S.W. Loop 820, for the Southwest
Branch of the Municipal Court Authorize a 10 Year Lease to Purchase Agreement with the
3741 S.W. Loop 820, L.P., for Improvements at Same Location, in the Amount of
$711,650.00 and Adopt Appropriation Ordinances (COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to accept the donation of 2.097 acres of land at 3741 S.W. Loop 820
upon acceptance of the leased property improvements;
2. Authorize the City Manager to enter into a 10 year lease to purchase agreement with the 3741
S.W. Loop 820, L.P., for an annual amount not to exceed $459,000.00;
3. Authorize the expenditure of up to$252,650.00 for one-time costs that include installation of IT
communication and alarm systems, moving expenses, additional equipment and furnishings;
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Capital Projects Reserve Fund -General Unrestricted Gas Lease Revenue by $711,650.00;
5. Authorize the transfer of$711,650.00 from the Capital Projects Reserve Fund- General
Unrestricted Gas Lease Revenue to the General Fund; and
6. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the General Fund to $711,650.00.
DISCUSSION:
In March 2010, the City was approached by representatives of the former Southwest Bank property
at 3741 S.W. Loop 820 (aerial map attached). The property was available for a lease or lease
purchase and a staff team reviewed the property and improvements as a potential site for a
southwest satellite municipal court and city service facility. The 3741 S.W. Loop 820, L.P., has
offered to donate the land (2.097 acres)that the 30,600 square foot building sits on as part of the
agreement. The estimated Tarrant Appraisal District value of the property donation is $464,306.00.
The current estimated Tarrant Appraisal District value of the improvements on the property is
$1,434,613.00 for a total value of land and buildings of$2,131,107.00. The addition of
$1,500,000.00 for needed renovations will bring the total estimated value to $3,631,107.00
The current Municipal Court facility is too small to meet the current demands for services. Over the
last five years there has been 18 percent increase in the number of cases filed. The current
backlog for bench trials extends to 18 months resulting in a loss of revenue to the City and the slow
delivery of justice to the community. The addition of the two courts and support facilities at the
Southwest Municipal Court can reduce the time lag for bench trials to approximately six months
The City has grown dramatically in the last 20 years but has not added any courtroom capacity to
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M&C Review Page 2 of 3
address the growth. The location of this facility is consistent with the move towards a strong central
core of facilities in the downtown with distributed services in the regions of the City close to those
using city services.
The site and improvements will provide an excellent facility to serve the needs of citizens in
Southwest Fort Worth by providing Municipal Court and other city services. The facility is located on
the service road of S.W. Loop 820 just east of Trail Lake. The site is very accessible as there is a
Loop 820 exit at Trail Lake.
Terms of the Lease to Purchase
10 year term on the 30,600 square foot building where the building becomes property of the City
at the end of the lease
Annual lease payment not to exceed $459,000.00
Donation of 2.097 acres of land upon execution of the lease and acceptance of the
improvements
110 parking spaces and a shared parking agreement with the adjacent Southwest Bank
Deposit of first and last lease payment
No future banking use of the property
Shared use of the Sign Post
Building finish out financed as part of the annual lease payment
The lease to purchase and renovation of this facility will provide two courtrooms, support office
space, meeting rooms, counter space for Municipal Courts and the Water Department, office space
for Code Compliance, drive through bill and ticket paying and an electronic kiosk for the payment of
red light tickets.
The renovations needed to make the building ready to provide City and Municipal Court Services
are included and financed in the annual lease to purchase amount. The base rent for the facility is
$7.50 per square foot and additional rent shall be the amortized amount of the build out costs. It is
anticipated that the build out costs will not exceed $1,500,000.00, for a maximum additional lease to
purchase charge of$7.50 per square foot or$0.50 per square foot per $100,000.00 of actual build-
out cost. The maximum lease amount will be $15.00 per square foot for an annual rent of
$459,000.00. If the actual build out cost is less than the projected estimate then the additional rent
amount will be adjusted down to reflect the actual build out cost.
One-time costs that the City must incur to occupy and use the building are estimated to be
$252,650.00. Those one-time costs include:
1. IT communication and alarm systems;
2. Moving expenses
3. Business equipment
4. Additional furnishings
The Agreement will contain a termination provision that states that if the City terminates, the
landlord will accelerate the due date of all remaining rent, and upon the City's payment of the
remaining rent, the ownership of the building will become the City's.
Projected Schedule
Execute Lease to purchase agreement and associated documents
October 2010 through December 2010 - Build Out of Needed improvements
January 2011 - Move in and test period for the facility
February 2011 - Fully staffed and operational
Additional staffing for this facility is provided in the Water, Municipal Courts and Law departments
respective budgets and City Managers recommended Fiscal Year 2011 budget.
This project is located in COUNCIL DISTRICT 6 and will serve the Southwest quadrant of the City.
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M&C Review Page 3 of 3
-JT•
—10
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations and approval of the attached appropriation ordinance, funds will be available in the
current capital budget of the Capital Project Reserve Fund and of the current operating budget of the
General Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
C10 446200 006060001000 186108.14 C10 538070 006060001000 $186,108.14
C10 446100 013010001000 $481.657.28 GC10 538070 013010001000 $525.541.86
4) $43.028.56 3)GG01 539120 0383000 $252.650.00
GC10 446300 013010001000 2)GG01 537010 0383000 $459.000.00
GC10 446600 013010001000
757.44
GC10 446800 013010001000
98.58
4) $186,108.14
GC10 538070 006060001000
4 $525,541.86
GC10 538070 013010001000
6) GG01 539120 0383000 $252.650.00
6)GG01 537010 0383000 $459.000.00
5)6)GG01 472010 0383000 $711,650.00
Submitted for City Manager's Office bx: Fernando Costa (6122)
Originating Department Head: Deidra Emerson (6760)
Randle Harwood (6101)
Additional Information Contact: Randle Harwood (6101)
ATTACHMENTS
02SOUTHWEST MUNICIPAL COURT Rec6.doc
02SOUTHWEST MUNICIPAL CT Revised Rec4.doc
Mand C Attachments for SW Muni_pal Courts.r)
s
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