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CONTRACT OF SALE
(Willow Springs Fire Station Tract)
This contract of sale (this "Contract") is made and entered as of the Effective Date
(hereinafter defined in Paragraph 17) by and between B.D. Development, L.P., a Texas limited
partnership ("Seller and/or Owner"), and the city of Fort Worth, Texas a Home-Rule
Municipality duly organized and operating under the Constitution and the laws of the State of
Texas in Tarrant, Parker, Denton and Wise County, Texas ("Purchaser"). For and in
consideration of the mutual covenants and agreements contained in this Contract and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser hereby agree to the provisions found herein below.
1. CITY COLTNCIL APPROVAL REQUIRED: Until the City Council (herein so called) of
Purchaser has formally accepted same, this instrument shall constitute a firm offer by Seller to
sell the herein described property for the price and on the conditions and terms herein set forth,
which shall not be binding upon the Purchaser, unless and until the consideration has been
approved, accepted and payment thereof authorized in regular, open, public meeting by the City
Council (the "City Approval"). After Purchaser has notified Seller that City Approval has
occurred, this Contract shall be binding upon, and contain the entire agreement between, the
parties hereto. If, however, Purchaser has not notified Seller by October 1, 2006 that the City
Approval has occurred, then this Contract shall be null and void, whereupon the Earnest Money
(hereinafter defined in Paragraph 5), less the Independent Consideration (hereinafter defined in
Paragraph 5), shall be returned to Purchaser and the parties hereto shall have no further rights,
obligations or liabilities one to the other hereunder. This Contract is made with reference to and
in full knowledge of the Charter and Ordinances of the City of Fort Worth and the constitution
and Statutes of the State of Texas.
2. SELLER: B.D. Development, L.P., a Texas limited partnership, 201 Main Street,
Suite 1310, Fort Worth, Texas 76102 (Phone: 817-654-3999 and Fax: 817- 877-0115).
3. PURCHASER: The City of Fort Worth, Texas, 1000 Throckmorton Street, Fort Worth,
Texas 76102 (Phone: 817-392-8873 Fax: 817-392-8361)
4. PURCHASE AND SALE: Seller agrees to sell, convey and assign to Purchaser, and
Purchaser agrees to purchase and accept from Seller, title in fee simple to that certain real
property more particularly described on Exhibit "A" attached hereto and incorporated herein by
reference for all purposes, together will all improvements located thereon (said real property and
improvements hereinafter referred to as the "Property") for the consideration and upon and
subject to the terms, provisions, conditions and reservations hereinafter set forth.
5. EARNEST MONEY AND CONTRACT SALES PRICE:
A. Within two (2) business days following Purchaser's execution hereof, Purchaser
shall deliver to Rattikin Title Insurance Company, 201 Main Street, Suite 800, Fort Worth, Texas
76102, Attention: Mr. Larry Townsend (Phone No. 817-332-1171 and Fax No. 817-877-4237
(the "Title Company"), earnest money (the "Earnest Money"), in the amount of Five Thousand
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and No/100 Dollars ($5,000.00). All Earnest Money delivered by Purchaser to the Title
Company shall be immediately deposited in an interest bearing account, with all interest earned
thereon to become a part of the Earnest Money. In the event Purchaser fails to timely deposit
any portion of the Earnest Money or should any check representing any portion of the Earnest
Money not be supported by good funds, as and when required, same shall constitute a default by
Purchaser hereunder. At the Closing (hereinafter defined in Paragraph 8), the Earnest Money
shall be credited to the Purchase Price. Notwithstanding anything seemingly to the contrary
contained herein, a portion of the Earnest Money, in the amount of One Hundred and No/100
Dollars ($100.00), shall be non-refundable to Purchaser and shall be distributed to Seller at
Closing or any termination of this Contract as full payment and independent consideration (the
"Independent Consideration") for Seller's execution of this Contract.
B. The sales price and consideration (the "Purchase Price") to be paid by Purchaser
to Seller for the Property shall be One Hundred Ninety Two Thousand and No/100 Dollars
($192,000.00). The Purchase Price shall be payable at the Closing (hereinafter defined).
6. TITLE AND SURVEY REVIEW:
A. Within ten days of the Effective Date, Seller shall provide Purchaser with a
current Owner's Title Policy Commitment (the "Commitment") covering the Property, together
with true, correct, complete and legible copies of all documents and instruments referred to
therein (to the extent available from the Tarrant County Clerk's office), and it shall be a
prerequisite to closing that same must show fee simple title to the Property to be held by Seller.
Within twenty (20) days of the Effective Date, Purchaser shall provide Seller and the Title
Company, at Purchaser's sole cost and expense, with a new or updated survey ("Survey")
consisting of a plat and field notes describing the Property, prepared by a registered public
surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be
certified to Purchaser, its successors and assigns, Seller and the Title Company, (ii) reflect the
actual dimensions of and the total number of square feet within the Property, (iii) identify any
rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and
(iv) include the Surveyor's registered number and seal, the date of the Survey. So long as Seller
has approved of the Survey, the description of the Property prepared as a part of the Survey will
be used in all of the documents set forth in this Contract that require a description of the
Property, including the Deed (hereinafter defined).
B. Purchaser shall have a fourteen (14) day period (the "Objection Period") after
receipt of the Commitment and the Survey in which to approve, disapprove, or obj ect in writing
to such items or any matters disclosed therein. If Purchaser shall fail to give any notice to Seller
during the Objection Period, Purchaser shall have waived its rights to disapprove of or object to
any such items. Those title matters not disapproved or objected to by Purchaser shall be referred
to as "Permitted Exceptions." If Purchaser shall timely and properly object to any such items or
matters during such Objection Peribd, then Seller, during the seven (7) day period thereafter (the
"Cure Period") immediately thereafter may (a) cure or correct such title objections to Purchaser's
reasonable satisfaction, but without any obligation to do so, or (b) deliver written notice (the
"Cure Response") to Purchaser as to which title objections it will andlor will not cure prior to or
at Closing. If Seller shall fail during the Cure Period to cure or correct any of Purchaser's title
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objections or to commit to do so in the Cure Notice, then Purchaser may, during the period
which expires on the later to occur of (i) fifteen (15) days following the end of the Cure Period,
and (ii) the expiration of the Review Period (hereinafter defined in Paragraph 6), elect to
terminate this Contract by delivering written notice thereof to Seller and the Title Company,
whereupon the Earnest Money, less the Independent Consideration, shall be returned to
Purchaser and the parties hereto shall have no further rights, obligations or liabilities one to the
other hereunder. In the event that Purchaser fails to timely and properly elect to terminate this
Contract in accordance with the previous sentence, each item or matter which Purchaser has
objected to and which Seller has not cured or committed in writing to cure at or prior to Closing
shall be deemed to be waived by Purchaser and shall constitute an additional Permitted
Exception. Notwithstanding the foregoing sentences, if Seller has commenced curing the Title
Objections and is diligently prosecuting the same, as determined by Purchaser in Purchaser's
sole discretion, then Purchaser in Purchaser's sole discretion may extend the Cure Period for an
amount of time Purchaser deems necessary for Seller to cure the same.
7. TESTS: Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the
Property, including the Improvements, to make inspections, surveys, test borings, soil analysis,
and other tests, studies and surveys, including without limitation, environmental tests, borings,
analysis, and studies ("Tests") during the Review Period (hereinafter defined). Any engineering
and feasibility tests shall be conducted at Purchaser's sole risk and expense, and Purchaser shall
defend Seller and the Property from any liens resulting from such tests. Purchaser's agents,
including any inspectors or contractors entering upon the Property shall maintain general liability
insurance in an amount of at least $1,000,000.00 combined single limit, covering liabilities for
personal injury, death and property damage arising out of activities on or about the Property and
naming Seller as an additional insured. Prior to allowing any agent of Purchaser to enter onto the
Property, Purchaser shall deliver reasonable evidence to Seller that such agent has the insurance
coverage described in the previous sentence. Purchaser shall be solely responsible for all costs
of any environmental site assessments Purchaser deems necessary. The Property will be restored
by Purchaser to its original condition at Purchaser's sole expense following any site work. In the
event this transaction does not close for any reason whatsoever, the Purchaser shall release to
Seller any and all independent test studies or tests results obtained during this inspection period.
8. REVIEW PERIOD: Within fifteen (15) days after the Effective Date, Seller shall deliver
to Purchaser for Purchaser's review any environmental reports and studies in Seller's possession
concerning the Property (the "Existing Reports"); provided, however, that Seller makes no
representation or warranty as to the accuracy or completeness of the Reports. In addition, within
five (5) days after the Effective Date Seller shall provide Purchaser with the most recent version
of the Community Facilities Agreement for Willow Springs Phase One which is to be executed
by Purchaser and Seller. It is understood and agreed that the Purchaser shall have a period of
sixty (60) days from and including the Effective Date to conduct the Tests which may include a
feasibility study and/or Phase I. In the event that Purchaser's studies determine that the Property
is unsatisfactory, in Purchaser's sole opinion, the Purchaser shall have the right to terminate this
Contract by delivering written notice to Seller , referencing this Contract and stating that "the
Contr•act is her•eby terminated pursuant to Paragraph 8 thereof, " whereupon the Earnest Money,
less the Independent Consideration, shall be returned to Purchaser, and the parties hereto shall
have no further rights, obligations or liabilities, one to the other hereunder. Failure by Purchaser
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to timely notify Seller of its election under the previous sentence shall be deemed to constitute
(a) Purchaser's decision to proceed with Closing, notwithstanding that the Property or any matter
related thereto may not be acceptable or satisfactory to Purchaser; (b) Purchaser's waiver of its
right to terminate this Contract under this Paragraph; a.nd (c) the Earnest Money becoming non-
refundable.
9. CLOSING: The closing of the conveyance of the Property by Seller contemplated herein
(the "Closing") shall be held at the Title Company on or after December 2, 2006 but no later than
December 31, 2006 unless extended by the parties in writing.
Along with other items specified in this Contract, at the Closing, Seller shall provide or cause the
Title Company to provide to Purchaser the following:
A. A duly executed and acknowledged Special Warranty Deed (the "Deed")
conveying good and marketable fee title to the Properly, free and clear of all conditions,
exceptions, or reservations, except for Permitted Exceptions and those conditions, exceptions and
reservations set forth herein. The form of the deed is attached as E�ibit "B":
B. At the Closing, the Title Company shall irrevocably commit to promptly deliver
to Purchaser a Texas Standard Owner's Policy of Title Insurance (the "Owner's Title Policy")
after the Closing in the full amount of the Purchase Price, issued by the Title Company, insuring
Purchaser as owner of the Land, in fee simple, and containing no exceptions to title other than
the Permitted Exceptions and the standard preprinted exceptions, provided, however, that (a) the
exception for restrictive covenants shall be deleted or limited to restrictions which constitute
Permitted Exceptions, and (b) the exception for taxes shall be limited to the year in which the
Closing occurs, and subsequent years and subsequent assessments for prior years due to change
in land usage or ownership. Seller shall pay the standard premium for the Owner's Title Policy;
provided, however, that Purchaser shall pay the additional premium for the "survey deletion" to
Item 2 of Schedule B of the Owner's Policy along with the cost of any endorsements thereto, if
requested.
C. Evidence of Seller's capacity and authority for the closing of the contemplated
transactions; and
D. All other documents reasonably necessary to close this transaction, duly executed.
If applicable, a blanket conveyance, bill of sale and assignment in favor of and conveying to
Purchaser any tenant, commercial or other leases or other agreements relating to the use, occupancy or
maintenance of all or any portion of the Property, together with any and all security or other deposits and
prepaid rents.
10. COSTS: Seller shall pay the cost of the standard premium associated with the Policy
and recordation of the Deed. In addition, Purchaser shall pay the following fees of Purchaser or
Seller associated with the Closing: (i) escrow fees associated with the purchase and sale, but not
related to any lien holder or third-party transaction; (ii) notary fees charged by the Title
Company; and (iii) the cost of any endorsements or other charges associated with the Policy over
and above the standard premium; and all other closing costs of Purchaser, including, without
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limitation, Purchaser's attorneys' fees. Seller shall pay (or use the proceeds of the sale to pay)
(a) any and all holders of liens against the Property such that no liens not acceptable to Purchaser
affect the Property, (b) fees for recording any release or partial release of lien related to an
existing indebtedness secured by the Property, (c) prorated taxes attributable to Seller during
Seller's ownership of the Property, and (d) all other closing costs of Seller, including, without
limitation, Seller's attorneys' fees.
11. REPRESENTATIONS AND WARRANTIES OF SELLER: Notwithstanding the
various disclaimer of Seller contained herein, Seller, to the best of Seller's knowledge, herby
represents and warrants to, and covenants with Purchaser that the making, execution, delivery,
and performance of this Contract by Seller has been duly authorized and approved and is a valid
and binding obligation, enforceable in accordance with its terms. Seller hereby represents and
warrants to Purchaser, which representations and warranties shall be deemed made by Seller to
Purchaser as of the effective date of this Contract and also as of the Closing Date, that to Seller's
current actual knowledge:
A. Seller owns, or shall own at the Closing, good and indefeasible title to the
Property, subject to the Permitted Exceptions. Seller is duly organized and validly existing under
the laws of the State of Texas and has all requisite power and authority to enter and perform its
obligations under this Contract. Each person executing this Contract on behalf of Seller warrants
that he or she has all requisite authority to do so;
B. There are no parties in possession of any portion of the Property except Seller and
as disclosed by the Existing Reports and the Permitted Exceptions;
C. Seller has, or on the Closing date will have, the full right, power and authority to
convey the Property as provided in this Contract and to carry our Seller's obligations hereunder,
and that all requisite action necessary to authorize Seller to enter into this Contract and to carry
out Seller's obligations hereunder has been, or on the Closing date will have been, taken;
D. There are no unrecorded liens or Uniform Commercial Code liens against any of
the Property which arose by, through or under Seller which will not be satisfied at the Closing;
E. Seller shall not further encumber, or allow the encumbrances of, the title to the
Property or modify the terms or conditions of any existing encumbrances, if any, without the
prior written consent of Purchaser; and
F. Seller has not disposed of any hazardous material on the Property and has no
knowledge of any hazardous material being disposed on the Property except as disclosed in the
Existing Reports.
An event of default shall occur if any representation of warranty above is untrue and is not
remedied by Seller prior to Closing. The foregoing representations and warranties shall survive
the Closing.
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12. NOTICES: Except as otherwise provided herein, any notice, request, demand or other
communication to be given to either party hereunder, except those required to be delivered at
Closing, shall be in writing and addressed to the pertinent party(s) at the address(es) set out
herein or such other notice address as either party may hereinafter provide to the other and shall
be deemed received when (i) personally delivered, (ii) deposited in the United States mail,
postage prepaid, registered or certified mail, return receipt requested, and properly addressed,
(iii) deposited with a nationally recognized overnight courier service, charges prepaid, and
properly addressed, or (iv) sent by facsimile transmission followed by mail or overnight courier
service in the manner previously described.
To Purchaser:
City of Fort Worth
Attn: Stephanie Givens
1000 Throckmorton
Fort Worth, Texas 76102
Telephone: (214) 739-0606
Telecopy: (214) 739-0608
With a copy to Cynthia Garcia, Assistant City Attorney at the same address
To Seller:
B.D. Development, L.P.,
Attn : Kim Gill
201 Main Street, Suite 1310,
Fort Worth, Texas 76102
Telephone:
Telecopy:
With a copy to:
Leonard A. Stern, II, Esq.
Smith, Stern & Friedman, P.C.
6688 North Central Expressway, Suite 550
Dallas, Texas 75206
Telephone: (214) 739-0606
Telecopy: (214) 739-0608
13. DEFAULT: Unless otherwise provided for herein, if the transaction contemplated hereby
is not consummated by reason of Seller's breach or other failure to perform all obligations and
conditions to be performed by Seller, and Purchaser is not in default hereunder, Purchaser, as its
sole and exclusive remedy therefor, may either (i) terminate this Contract, whereupon the
Earnest Money, less the Independent Consideration, shall be returned to Purchaser, and the
parties hereto shall have no further rights, obligations or liabilities, one to the other hereunder or
(ii) enforce specific performance (but not as to any title curative measures unless Seller expressly
agrees to cure same, in writing), as its sole and exclusive remedy. If the transaction
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contemplated hereby is not const�mmated by reason of Purchaser's breach or other failure to
perform all obligations and conditions to be performed by Purchaser, Seller may, as its sole and
exclusive remedy, terminate this Contract and shall be entitled to receive and retain all of the
Earnest Money deposited (or which should have been deposited) hereunder; Seller and Purchaser
agreeing that actual damages due to Purchaser's default hereunder would be difficult and
inconvenient to ascertain and that such amount is not a penalty and is fair and reasonable in light
of all relevant circumstances. Further, by its execution hereof, Seller hereby specifically waives
any rights which it may have to seek or obtain damages due to a defau.lt by Purchaser in the term
hereof.
14. MISCELLANEOUS:
A. THIS CONTRACT SHALL BE CONSTRUED UNDER AND IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AND ALL OBLIGATIONS
OF THE PARTIES CREATED HEREUNDER ARE PERFORMABLE 1N THE CITY OF
FORT WORTH, TEXAS.
B. This Contract shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, executors, administrators, legal representatives, successors, and
assigns; provided, however, that except as contemplated under Paragraph 18 below, neither party
may assign this Contract without the prior written consent of the other pa.rty, in its sole
discretion.
C. In case any one or more of the provisions contained in this Contract shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract shall be construed
as if such invalid, illegal, or unenfarceable provision had never been contained herein.
D. This Contract constitutes the sole and only agreement of the parties hereto and
supersedes any prior understandings or written or oral agreements between the parties respecting
the subject matter hereof and cannot be changed except by their written consent.
E. Time is of the essence with this Contract.
F. If any date herein set forth for the performance or any obligations by Seller or
Purchaser or for the delivery of any item, instrument or notice as herein provided should be on a
Saturday, Sunday, or legal holiday, the compliance with such obligations or delivery shall be
deemed acceptable on the next business day following such Saturday, Sunday, or legal holiday.
As used herein, the term "legal holiday" means any state or federal holiday for which financial
institutions or post offices are generally closed in the State of Texas. Unless otherwise specified
herein, the deadline on a stated date or the last day of a defined period shall be 5:00 p.m., local
time, Ft. Worth, Texas.
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G. The parties acknowledge that each party and its counsel have reviewed and
revised this Contract, and agree that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Contract or any amendments or e�ibits hereto.
H. Each of the signatories hereto individually represents and warrants that he has full
right and authority to execute this Contract on behalf of the party named herein, and that this
Contract is a valid and binding obligation of such party, subject to its terms.
I. The individuals respectively executing this Contract on behalf of Seller and
Purchaser are doing so in their respective representative capacities only, solely as a
representative of Seller or Purchaser, as applicable, and any liability resulting hereunder based
upon the actions of such individual shall merely be that of Seller or Purchaser, as applicable, and
not such individual.
15. BINDING EFFECT: This Contract and the terms and provisions hereof shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, legal representatives,
successors and assigns, wherever the context so requires or permits.
16. EXECUTION: Numerous copies or counterparts of this Contract may be or may have
been executed by the parties hereto. Each such executed copy or counterpart shall have the full
force and effect of an original executed instrument.
17. EFFECTIVE DATE: The "Effective Date" shall be deemed to refer to the last date, in
point of time, on which all parties hereto have fully executed and delivered this instrument.
18. DISCLAIMERS AND RELEASES.
(A) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS
EXPERIENCED IN ACQUIRING, OWNING, DEVELOPING, MA_R.KETING, LEASING,
OPERATING, MANAGING AND SELLING OF PROPERTIES SIMILAR TO THE
PROPERTY, AND THAT PURCHASER HAS, PRIOR TO ITS EXECUTION HEREOF, OR
SHALL HAVE, DURING THE REVIEW PERIOD, THOROUGHLY INSPECTED, TESTED,
STUDIED, REVIEWED AND INVESTIGATED ALL ASPECTS OF THE PROPERTY TO
ITS FULL SATISFACTION, AND THAT PURCHASER IS RELYING SOLELY THEREON
1N MAKING ITS DECISION TO ACQUIRE THE PROPERTY. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE SPECIFICALLY
STATED 1N THIS CONTRACT, SELLER IS NOT MAKING, AND HEREBY
SPECIFICALLY DISCLAIMS MAKING ANY WARRANTY, GUARIINTY OR
REPRESENTATION, OF ANY K1ND OR CHARACTER, WHETHER EXPRESS, IMPLIED,
STATUTORY OR ARISING BY OPERATION OF LAW, ORAL OR WRITTEN, PAST,
PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE PROPERTY, 1NCLUDING,
WITHOUT LIMITATION, (I) THE PHYSICAL AND ENVIRONMENTAL NATURE AND
CONDITION OF THE PROPERTY, 1NCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY
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FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO
CONDUCT THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS
OR CONDITIONS THEREON (INCLUDING THE PRESENCE OF ASBESTOS OR OTHER
HA7.ARDOUS SUBSTANCES) OR THE COMPLIANCE OF THE PROPERTY WITH ANY
AND ALL APPLICABLE ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (II)
EXCEPT FOR ANY WARRANTIES CONTAINED IN THE DOCUMENTS TO BE
DELNERED BY SELLER AT CLOSING, THE NATURE AND EXTENT OF ANY RIGHT-
OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION,
CONDITION OR OTHER MATTER AFFECTING TITLE; (III) THE COMPLIANCE OF THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, STATUTES, ORDINANCES,
RULES, REQUIREMENTS OR REGULATIONS OF ANY GOVERNMENT OR OTHER
BODY; (IV) THE ECONOMIC VIABILITY OR MARKETABILITY OF THE PROPERTY;
(V) TAX MATTERS PERTAINING TO THE TRANSACTION CONTEMPLATED HEREBY;
(VI) THE ACCURACY OR COMPLETENESS OF ANY REPORTS OR OTHER
INFORMATION FURNISHED BY SELLER TO PURCHASER WITH RESPECT TO THE
PROPERTY,INCLUDING, WITHOUT LIMITATION, ENGINEERING, ENVIRONMENTAL
OR OTHER REPORTS, STUDIES OR INVESTIGATIONS, IF ANY; (VII) ZONING; (VIII)
VALUATION; (IX) HABITABILITY; (X) MERCHANTABILITY; OR (XI) SUITABILITY
OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, PURCHASER HEREBY
EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE PURCHASE OF THE
PROPERTY, AS PROVIDED FOR HEREIN, IS BEING MADE ON AN "AS IS" BASIS,
"WITH ALL FAULTS," AND UPON CLOSING, PURCHASER SHALL ASSLTME THE RISK
THAT ADVERSE MATTERS, 1NCLUDING, WITHOUT LIMITATION, ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY EXIST WITH RESPECT TO
THE PROPERTY AND WITH FULL KNOWLEDGE AND ACCEPTANCE BY PURCHASER
OF ALL INFORMATION AND MATTERS DISCLOSED IN ANY AND ALL REPORTS,
STUDIES, ASSESSMENTS, INVESTIGATIONS, PROPOSALS AND DOCUMENTS
FURNISHED TO, OR OBTAINED BY, PURCHASER WITH RESPECT TO THE
PROPERTY. FURTHER, PURCHASER ACKNOWLEDGES AND AGREES THAT THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL
TO OR AFFECTING THE TRANSACTION CONTEMPLATED HEREBY WHICH HAVE
BEEN MADE BY SELLER OR ANY THIRD PARTY.
(B) ANY FACTUAL 1NFORMATION SUCH AS PROPERTY TAXES, UTILITY
INFORMATION, PROPERTY DIMENSIONS, SQUARE FOOTAGE, OR SKETCHES
SHOWN TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE APPROXIMATE.
PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS INSPECTED AND
VERIFIED THE FACTS AND 1NFORMA�'ION TO PURCHASER' S SATISFACTION. NO
LIABILITY FOR ANY 1NACCURACIES, ERRORS OR OMISSIONS IS ASSUMED BY
SELLER OR OTHER AGENTS OR REPRESENTATIVES OF SELLER. PURCHASER
UNDERSTANDS AND ACKNOWLEDGES THAT SALES BROCHURES AND OTHER
DOCUMENTS, IF ANY, DELIVERED TO PURCHASER PRIOR TO THE EXECUTION OF
THIS CONTRACT MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER
AND THAT SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF
THE SAID SALES BROCHURES AND OTHER DOCUMENTS. PURCHASER
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SPECIFICALLY RELEASES SELLER AND SELLER' S BROKERS, EMPLOYEES,
OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, AND AFFILIATES, FROM ALL
CLAIMS, DEMANDS, CAUSES OF ACTION, NDGMENTS, LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES, WHETHER SUIT IS INSTITUTED OR NOT, AND
ENVIRONMENTAL CONSULTANTS' FEES) WHETHER KNOWN OR UNKNOWN,
LIQUIDATED OR CONTINGENT (COLLECTIVELY "CLAIMS") ASSERTED AGAINST
OR INCURRED BY PURCHASER BY REASON OF THE INFORMATION CONTAINED
1N, OR THAT SHOULD HAVE BEEN CONTAINED IN, THE SAID SALES BROCHURES
AND OTHER DOCUMENTS.
(C) IN THE EVENT THAT FROM AND AFTER CLOSING ANY
1NVESTIGATION, REMOVAL, ABATEMENT, REMEDIATION, OR OTHER
CORRECTIVE ACTION IS AT ANY TIME REQUIRED 1N CONNECTION WITH THE
PROPERTY OR ANY ADJACENT OR NEARBY PROPERTY AS A RESULT OF THE
PRESENCE OF ANY ENVIRONMENTAL PROBLEMS, HAZARDOUS SUBSTANCES,
HAZARDOUS MATERIALS, OR ENVIRONMENTAL CONTAMINATION AT OR ON THE
PROPERTY OR ANY ADJACENT OR NEARBY PROPERTY, 1NCLUDING, WITHOUT
LIMITATION, ASBESTOS AND PETROLEUM PRODUCTS AND BYPRODUCTS AND
ANY CONSTITUENTS THEREOF, REGARDLESS OF WHEN SAME OCCURRED,
PURCHASER ACKNOWLEDGES AND AGREES THAT UNLESS SELLER IS IN BREACH
OF PARAGRAPH 10(G) HEREOF: (A) ANY SUCH INVESTIGATION, REMOVAL,
REMEDIATION, OR CORRECTIVE ACTION SHALL BE PERFORMED BY PURCHASER
AND AT PURCHASER'S SOLE COST AND EXPENSE; AND (B) THE SELLER HAS NO
DUTY OR OBLIGATION TO PERFORM OR CAUSE TO BE PERFORMED ANY SUCH
1NVESTIGATION, REMOVAL, REMEDIATION, OR CORRECTIVE ACTION. THE
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT, EFFECTIVE UPON
CLOSING, THE PURCHASER, FOR ITSELF, AND ITS SUCCESSORS AND ASSIGNS,
HEREBY FULLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES, RELEASES,
DISCHARGES AND RELINQUISHES, SELLER FROM ANY AND ALL CLAIMS OR
RIGHTS OF CONTRIBUTION (INCLUDING ANY RIGHT TO CONTRIBUTION UNDER
42 U.S.C. §9613(F)) WHICH THE PURCHASER OR ITS SUCCESSORS, LEGAL
REPRESENTATIVES OR ASSIGNS NOW HAS OR MAY HAVE AGAINST THE SELLER,
ITS PARTNERS, PRINCIPALS, AFFILIATES, AGENTS OR ANY OF ITS EMPLOYEES OR
AGENTS ARISING FROM OR RELATED TO THE PHYSICAL OR ENVIRONMENTAL
CONDITION OF THE PROPERTY, 1NCLUDING, WITHOUT LIMITATION, BY REASON
OF THE PRESENCE OF ANY HAZARDOUS SUBSTANCE (INCLUDING, BUT NOT
LIMITED TO, ASBESTOS AND PETROLEUM PRODUCTS AND BYPRODUCTS AND
THE CONSTITUENTS THEREOF), ANY OTHER ADVERSE ENVIRONMENTAL
CONDITION, DEFECT, OR PROBLEM WITH RESPECT TO THE PROPERTY (WHETHER
SUCH CONDITION, DEFECT, OR CONDITION BE KNOWN OR UNKNOWN, LATENT
OR PATENT, OR WHETHER OR NOT ANY 1NVESTIGATION, REMEDIATION, OR
CORRECTIVE ACTION MAY BE REQUIRED OR DESIRABLE WITH RESPECT TO THE
PROPERTY) OR ANY CLAIMS MADE BY ANY PARTY UNDER ANY
ENVIRONMENTAL LAWS.
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(D) AS USED HEREIN, THE TERM "ENVIRONMENTAL LAWS" 1NCLUDES,
BUT IS NOT LIMITED TO, THE RESOURCE CONSERVATION AND RECOVERY ACT
(42 U.S.C. 6901, ET SEQ.), THE COMPREHENSNE ENVIRONMENTAL RESPONSE,
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED BY THE SUPERFUND
AMENDMENTS AND REAUTHORIZATION ACT (42 U.S.C. 9601, ET SEQ.); THE CLEAN
AIR ACT (42 U.S.C. 4701, ET SEQ.); THE EMERGENCY PLANNING AND COMMUNITY
RIGHT-TO-KNOW ACT (42 U.S.C. §1101, ET SEQ.); THE HAZARDOUS MATERIALS
TRANSPORTATION ACT OF 1974 (49 U.S.C. §1801, ET SEQ.); THE FEDERAL WATER
POLLUTION CONTROL ACT (33 U.S.C. §1251, ET SEQ.); THE FEDERAL INSECTICIDE,
FUNGICIDE AND RODENTICIDE ACT (7 U.S.C. §137, ET SEQ.); THE SAFE DRINKING
WATER ACT (42 U.S.C. §3001, ET SEQ.); AND THE TOXIC SUBSTANCE CONTROL
ACT (15 U.S.C. §2601, ET SEQ.), AS ANY OF THE SAME MAY BE AMENDED FROM
TIME TO TIME, AND ANY COMPARABLE OR SUCCESSOR PROVISIONS OF
FEDERAL, STATE OR LOCAL LAW, AND ANY REGULATIONS, ORDERS, RULES,
PROCEDURES, GUIDELINES AND THE LIKE PROMULGATED 1N CONNECTION
THEREWITH.
(E) THE DISCLAIMERS AND RELEASES SET FORTH 1N THIS PARAGRAPH
18 SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE THEREIN OR 1NT0 ANY
DOCUMENTS EXECUTED IN CONNECTION THEREWITH.
19. Seller's 1031 Exchange. Purchaser acknowledges that Seller's sale of the Property may
be part of an exchange being made by Seller pursuant to Section 1031 of the Internal Revenue
Code of 1986, as amended, and the regulations promulgated with respect thereto. In such event,
Purchaser agrees to cooperate fully with Seller in order that Seller may effectuate such an
exchange; provided, however, that (a) all additional costs and expenses related thereto shall be
borne solely by Seller; (b) Purchaser shall incur no additional liability as a result of such
exchange; and (c) the contemplated exchange shall not delay any of the time periods or other
obligations of Seller hereby, including, without limitation, those relating to Closing and the
scheduled date for same.
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This Contract of Sale is EXECUTED to be effective as of the Effective Date.
SELLER:
B.D. DEVELOPMENT, L. P.,
a Texas limited partnership
BY: 5409 MIRAMAR, LLC,
a limited liability company,
its General Partner
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By:
Kiin G , Sole Member
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Date: : � �' ,F' �-,� � �c
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PURCHASER:
THE CITY OF FORT WORTH,
a Home-Rule Municipality duly organized
and operating under the Constitution and
laws of the State of Texas in Tarrant,
Denton, Parker and Wise Counties, Texas
� �
By: _ , -/ -;� �-�
Marc A. Ott, Assistant C`-ity Manager �
Date: � — ��i — b �
ATTEST:
Marty Hendrix, ity Secretary
Approved to Form and Legality:
/
Assistant rty Attorney
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EXHIBIT "A"
PROPERTY DESCRIPTION
Being a 3.149 acre tract of land in the James Rightly Survey, Abstract No. 1268, situated in Tarrant
County, Texas, and being a portion of that certain tract of land described in deed to Todd Group, LTD.,
recorded in Volume 10772, Page 1785, Deed Records, Tarrant County, Texas. The bearings for this
survey are based on the bearings of the north line of the Final Plat of Van Zandt Farms at Fossil Creek,
recorded in Cabinet A, Slide 6459, Plat Records, Tarrant County, Texas. Said 3.149 acre tract being
described by metes and bounds as follows:
COMMENCING in Willow Springs Road a 50' public right-of-way, as described in Book 5, Page 262,
Commissioners Court Minutes, Tarrant County, Texas, by deed call, in the west line of the said James
Rightly Survey at the northwest corner of the said Todd Group Tract;
THENCE South 0°48' 16" East, along the west line of said Todd Group Tract and generally along the
center of said Willow Springs Road, a distance of 1279.05 Feet to a P.K. Nail found in said Willow
Springs Road at the northwest corner of a called 3.0 acre tract of land described in deed to Marshal A.
Tankersley, recorded in Volume 5907, Page 889, Deed Records, Tarrant County, Texas;
THENCE South 89°50'OS" East, along the north line of said 3.0 acre tract and the west line of said Todd
Group Tract, a distance of 25.00 Feet to a 1/2" iron rod with plastic cap stamped "RPLS 4818" set for the
POINT OF BEGINNING;
THENCE departing the north line of said 3.0 acre tract and the west line of said Todd Group Tract and
over and across said Todd Group Tract the following courses and distances:
North 0°48'16" West, a distance of 116.16 Feet to a 1/2" iron rod with plastic cap stamped "RPLS
4818" set;
North 89°11'32" East, a distance of 55.59 Feet to a 1/2" iron rod with plastic cap stamped "RPLS
4818" set;
North 0°25'S9" West, a distance of 241.87 Feet to a 1/2" iron rod with plastic cap stamped "RPLS
4818" set;
South 89°52'06" East, a distance of 365.32 Feet to a 1/2" iron rod with plastic cap stamped
"RPLS 4818" set;
South 0°07'S4" West, a distance of 363.05 Feet to a 1/2" iron rod with plastic cap stamped "RPLS
4818" set on the north line of a called 4.593 acre tract of land described in deed to Marshal A.
Tankersley, recorded in Volume 7568, Page 1674, Deed Records, Tarrant County, Texas and the
west line of said Todd Group Tract;
THENCE North 86°51'S0" West, along the north line of said 4.593 acre tract and the west line of said
Todd Group Tract, a distance of 75.19 Feet to a 3/4" iron rod found at the northwest corner of said 4.593
acre tract and the northeast corner of said 3.0 acre tract;
THENCE North 89°50'OS" West, along the north line of said 3.0 acre tract and the west line of said Todd
Group Tract, a distance of 341.53 Feet to the POINT OF BEGINNING and containing a computed area of
3.149 Acres, more or less.
Exhibit "A" — Page Solo �; �'�i���L;�J?`i'� 1;��'�� ��1'�'
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Grantee's Address:
EXHIBIT "B"
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION
FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE,PUBLIC
RECORDS: YOUR SOCIAL SECURITY NUMSER OR YOUR DRIVER'S LICENSE
NUMBER.
THE STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF
THAT, ("Grantor"), for and in consideration of the sum of Ten and
No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by
,
a (hereinafter
referred to as"Grantee"), the receipt and sufficiency of which consideration is hereby acknowledged, has
GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Grantee,
all of the following described properiy in County, Texas, to wit:
See E�ibit "A" attached hereto and made a part hereof for all purposes, together with all rights
and appurtenances pertaining thereto, including, without limitation, the following: (i) any and all
leases, rents, issues and profits pertaining thereto and all fixtures, improvements and structures
thereon or attached thereto; (ii) any and all right, title and interest of Grantor in and to all roads,
alleys, easements, streets and ways in front of, at a side of, adjoining or adjacent thereto, and rights
of ingress and egress thereto, and any land owned or claimed by Grantor that is adjacent to,
contiguous to, or part of the land described hereinabove, whether such lands are owned or claimed
by deed, limitations or otherwise, and whether or not they are located inside or outside the metes
and bounds description hereinabove referenced, and whether or not they are held under fence by
Grantor, and whether or not they are located within any survey delivered to or acquired by Grantee
in connection with its purchase and sale of said property; (iii) any and all awards in eminent
domain or by deed in lieu thereof made or to be made in connection therewith; (iv) any and all oil,
gas and other minerals in or under such real property, together with all executory rights to lease
the said property for the development of oil, gas, or other minerals; and (v) any and all
governmental approvals, utility commitments and taps, water rights, permits, and all receipts
therefor; subject only to those matters set forth on Exhibit "B" attached hereto and made a part
hereof for all purposes (but only to the extent same remain in effect and pertain to such property).
TO HAVE AND TO HOLD the above-described premises, together with all and singular the rights and
appurtenances thereto in anywise belonging unto the said Grantee, its successors and assigns forever, and Grantor
does hereby bind itself and its successors to WARRANT AND FOREVER DEFEND all and singular the said
premises unto the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to
claim the same or any part thereof, by, through or under Grantor, but not otherwise.
E�ibit "B" - Page 1 of 2
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EXECUTED effective as of (although not necessarily on) the
STATE OF TEXAS
COUNTY OF
§
§
§
GRANTOR:
a
By:
Printed Name:
Title:
day of , 200_
This instrument was acknowledged before me on , 200_, by
, the of , a
, on behalf of such
Notary Public in and for the State of Texas
[Personalized Seal]
Attachments:
Exhibit "A" - Legal Description
E�chibit "B" — Permitted Exceptions
After Recording Return to:
E�ibit "B" - Page 2 of 2
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/9/2006
DATE: Tuesday, May 09, 2006
LOG NAME: 30FIRE 41 REFERENCE NO.: **L-14187
SUBJECT:
Authorize the Acquisition of 3.149 Acres of Vacant Land from B.D. Development L.P. Located in
North Fort Worth for the Construction of Fire Station Number 41 (DOE 5217)
RECOMMENDATION:
It is recommended that the City Council:
1. Approve the acquisition of 3.149 acres of vacant land from B.D. Development L.P.;
2. Find that the price offered in the amount of $192,000 plus an estimated closing cost of approximately
$3,000 is just compensation; and
3. Authorize the acceptance and recording of appropriate instruments.
DISCUSSION:
In order to provide fire protection and improve response times to fires and other emergencies in areas in
the northern portion of Fort Worth, City staff recommends the purchase of 3.149 acres of vacant land from
B.D. Development L.P. for construction of Fire Station 41, which is currently located in a temporary facility
in the area. The land is located on Willow Springs Road between Bonds Ranch Road and US Highway
287.
B.D. Development L.P. has agreed to sell the property for $192,000 and will fund and construct all
necessary infrastructure to support the new fire station and secure the same with a formal CFA agreement
and site plan (see exhibit A). The acquisition amount was negotiated based on the appraised land value
plus the pro rata share of the estimated site improvement costs for the future Willow Ridge Estates
Addition.
The land acquired is described as:
Grantor
B. D. Development
Legal Description
A portion of the Coleman Boyd
Survey, Abstract 212
Tarrant County, Texas
Estimated Closing Costs
The property is located in COUNCIL DISTRICT 2, Mapsco 005Y.
Arces Amount
3.149 $192,000.00
3 000.00
Total $195,000.00
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 12/4/2006
Page 2 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current capital budget, as appropriated, of the
Fire Improvements Fund.
TO Fund/Account/Centers
Submitted for City Manager's Office bv:
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
C235 531350 207110017840 $195,000.00
Marc Ott (8476)
A. Douglas Rademaker (6157)
A. Douglas Rademaker (6157)
http://www. cfwnet. org/council�acket/Reports/mc�rint. asp 12/4/2006