HomeMy WebLinkAboutContract 51759 V= RECEIVED
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JAN -9 2019 c CONTRACT NO._ 5175
W CIN OF FORT WORTH
CIIYSECRETARY ti''' CONTRACT OF SALE AND PURCHASE
b
THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and
between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of
Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Purchaser")
and KNOX STREET PARTNERS NO. 8, LTD, a Texas limited partnership ("Seller"), as of the Effective
Date(defined in Section 23).
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract approximately 2.701
acres of land, more or less, located at 4400 Keller Haslet Road, City of Fort Worth, Tarrant County,
Texas, said land being more particularly described on Exhibit "A" attached hereto and made a part
hereof(the "Land"),together with all of Seller's right, title and interest, if any, in and to the following: (i)
any strips or gores between the Land and all abutting properties; (ii) all roads, alleys, rights-of-way,
easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto,
whether surface, subsurface or otherwise; (iii) any land lying in the bed of any street, road or access way,
opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street, road or
access way; (iv) all water rights or any kind or character pertaining to the Land; and (v) all licenses,
interests, and rights appurtenant to the Land. The Land and Items (i)-(v) are collectively referred to as the
"Property".
(b) Seller shall convey the Property to Purchaser free and clear of all liens, claims,
easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other
encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title
Commitment and the Survey (hereinafter defined) that are not cured by Seller and that are subsequently
waived or deemed to be waived by Purchaser pursuant to Section 3 ("Permitted Encumbrances").
Section 2. Independent Contract Consideration and Purchase Price.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a
check in the amount of$50.00 ("Independent Contract Consideration") as independent consideration
for Seller's execution, delivery and performance of this Contract. This Independent Contract
Consideration is in addition to and independent of any other consideration or payment provided for in this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this
Contract; however, upon Closing (as hereinafter defined), the Independent Contract Consideration shall
be applied as a credit toward the Purchase Price(as hereinafter defined).
(b) The purchase price("Purchase Price")for the Property, payable by Purchaser to Seller at
Closing(as hereinafter defined), is FOUR HUNDRED FIFTY-NINE THOUSAND SEVEN HUDRED
AND SIXTY-FIVE and 001 ARS($459,765.00).
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OFFICIAL RECORD
4400 Keller Haslet s R�CENE� CITY SECRETARY
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Section 3. Title Commitment and Survey.
(a) Within 10 days after the Effective Date, Seller shall cause a Commitment for Title
Insurance ("Title Commitment") to be delivered to Purchaser from Benchmark Title, 2007 Randall
Street, Dallas, Texas 75201, Telephone: 214-485-8623, Attention: Ben Gibbins, Email:
bgibbins@bmktitle.com (the "Title Company"). The Title Commitment shall be effective as of a date
which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall
show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also
deliver contemporaneously with the Title Commitment best available copies of all documents referred to
in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements.
The failure of Seller or the Title Company to deliver a copy of any documents giving rise to an
Encumbrance in the Title Commitment,the illegibility thereof, or the failure of the Survey(as hereinafter
defined)to reflect any matter required hereby, will not be considered a breach by Seller of the obligation
to deliver the Title Commitment(with title exception documents)within the time periods herein specified
or to extend the period of time in which Purchaser would have otherwise had to review and object to such
items. Rather, Purchaser may address any such matters by making an objection thereto in accordance
with the provisions of Section 3(c).
(b) Purchaser may obtain a survey of the Property ("Survey") at Purchaser's sole cost and
expense. The Survey shall consist of a plat and field notes describing the Property,prepared pursuant to a
current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to
Seller, Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and
assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet
within the Property net of any portion thereof lying within a publicly dedicated roadway or a utility
easement, (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable
recording data, and (iv) include the Surveyor's registered number and seal and the date of the Survey.
The description of the Property prepared as a part of the Survey shall be approved by Seller, Purchaser
and the Title Company and, once approved, will be used in all of the documents set forth in this Contract
that require a legal description of the Property. Otherwise, the legal description of the Property included
on Exhibit "A", which is used for the legal description of the Property in Seller's vesting deed, shall be
used in all of the documents set forth in this Contract that require a legal description of the Property.
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending 20 days days after the Effective Date in which to notify Seller in writing of any
objections("Objections")Purchaser has to any matters shown on the Title Commitment or the Survey.
(d) Seller shall have the option, but not the obligation, to remedy or remove any or all
Objections (or agree irrevocably in writing to remedy or remove any or all such Objections at or prior to
Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's
receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in
writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure
such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then Purchaser
may, as Purchaser's sole and exclusive remedy, either(i)terminate this Contract by giving Seller written
notice to such effect during the period of time (the "Termination Period") ending on the fifth business
day following the end of the Cure Period,and the parties shall be released of further obligations under this
Contract except for the obligations that expressly survive a termination of this Contract; or(ii) waive any
such Objections, with Purchaser to be deemed to have waived such Objections if notice of termination is
not given within the Termination Period. Any Encumbrances or other exceptions which are set forth in
the Title Commitment or the Survey and to which Purchaser does not object within the Title Review
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Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be
Permitted Encumbrances to the status of Seller's title to the Property.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise by, through or under Seller on or
after the Effective Date of this Contract and are not attributable to actions by Purchaser and (ii) all
Objections that Seller agrees in writing to cure at or prior to Closing(collectively,the "Mandatory Cure
Items") shall be satisfied, cured or removed by Seller, at Seller's sole cost and expense, at or prior to
Closing.
Section 4. Due Diligence Documents.
Within 5 business days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's
review,the following to the extent in Seller's actual possession or reasonable control: (i) any and all tests,
studies and investigations relating to the Property and the operation and maintenance thereof, including,
without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental
audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s),
proceedings and awards affecting the Property; and (iii) all proposed or existing private covenants,
conditions and restrictions, of which the Property will be a part and any other private agreements
affecting the use or development of the Property (collectively, the "Due Diligence Documents"). If
Seller does not deliver to Purchaser any Due Diligence Documents within such 5 business day period, it
shall be deemed to mean that Seller does not have such Due Diligence Documents within its actual
possession or reasonable control. Any materials, reports, studies or other items furnished by Seller or on
Seller's behalf, whether or not required by the terms of this Contract(including but not limited to the Title
Commitment and the Due Diligence Documents) are without representation or warranty, express or
implied, by Seller as to the truth, accuracy and completeness thereof, and any reliance thereon by the
Purchaser shall be at Purchaser's own risk, without any recourse against Seller and subject to Purchaser's
independent examination.
Section 5. Tests.
Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property to make
inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without
limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall
be conducted at Purchaser's sole expense. At the conclusion of the Tests,the Property will be restored by
Purchaser, at Purchaser's sole expense, to substantially the same condition that existed before the Tests
were conducted. In the event this transaction does not close for any reason whatsoever, the Purchaser
shall release to Seller any and all independent studies or results of Tests obtained by Purchaser.
Notwithstanding anything in this Section 5 to the contrary, (i) at least 24 hours prior to any entry of the
Property, Purchaser shall deliver to Seller written notice of its intention to enter the Property, and Seller
shall have the right to have one or more of its agents and/or representatives accompany Purchaser during
such entry, and (ii) to the extent allowed by law, Purchaser hereby agrees that Purchaser shall be
responsible for (a) any costs associated with releasing any mechanics', workers' or other liens on the
Property related to the Tests or other activities conducted on the Property by or on behalf of Purchaser
and (b) any Encumbrances, liabilities, losses or injuries caused by or arising out of any Tests or other
activities conducted on the Property by or on behalf Purchaser. Nothing contained in this paragraph shall
ever be construed so as to require Purchaser to create a sinking fund or to access, levy, assess,and collect
any tax to fund its obligations under this Paragraph. The obligations of Purchaser in this Section 5 shall
survive a termination of this Contract.
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Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, from the Effective
Date to October 15, 2018 ("Option Period"), the following is a condition precedent to Purchaser's
obligations under this Contract:
Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is
suitable for Purchaser's intended uses, including, without limitation, Purchaser being
satisfied with the results of the Tests(defined in Section 5 above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or
before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination,the
Contract will terminate, and neither party shall have any further rights or obligations under this Contract,
except for the obligations that expressly survive a termination of this Contract. Purchaser's failure to
provide such written termination notice on or prior to the expiration of the Option Period shall constitute
Purchaser's waiver of its right to terminate this Contract pursuant to this Section 6.
(c) The provisions of this Section 6 control all other provisions of this Contract.
(d) The parties agree that the Option Period will not be extended upon expiration without a
written amendment signed by both parties.
Section 7. Closing Deadline.
The closing("Closing") of the sale of the Property by Seller to Purchaser shall occur through the
office of the Title Company on or before November 30,2018 (the"Closing Date").
Section 8. Closing.
(a) At the Closing, all of the following shall occur, all of which are deemed concurrent
conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Purchaser the following:
(i) A Special Warranty Deed("Deed"),fully executed and acknowledged by
Seller, conveying to Purchaser good and indefeasible fee simple title to
the Property subject only to the Permitted Encumbrances, with the
precise form of the Deed to be determined pursuant to Section 12 below;
(ii) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Seller, Purchaser and the Title Company, fully executed
and acknowledged by Seller, confirming that Seller is not a foreign
person or entity within the meaning of Section 1445 of the Internal
Revenue Code of 1986,as amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract, or as the Title Company may reasonably
request; and
(iv) Any other instrument or document necessary for Seller to comply with
the terms in this Contract, including the Title Company's standard
Affidavit as to Debts, Liens and Parties in Possession (herein so called)
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in form and substance reasonably satisfactory to Seller and the Title
Company.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company federally wired funds or a certified or
cashier's check or such other means of funding acceptable to Seller,in an amount equal to
the Purchase Price,adjusted for closing costs and prorations.
(3) Title Company shall issue to Purchaser an Owner Policy of Title Insurance
("Owner Policy") in the amount of the Purchase Price insuring that, after the completion
of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property,
subject only to the Permitted Encumbrances, and the standard printed exceptions included
in a Texas Standard Form Owner Policy of Title Insurance; provided, however, at
Purchaser's sole cost and expense for any applicable title endorsements, the printed form
survey exception shall be limited to "shortages in area," the printed form exception for
restrictive covenants shall be deleted except for those restrictive covenants that are
Permitted Encumbrances, there shall be no exception for rights of parties in possession,
and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of
Closing and subsequent years, and subsequent assessments for prior years due to change
in land usage or ownership".
(4) At Closing, in addition to any other cost, expense, charge, or fee allocated to
Seller and/or Purchaser herein: (a) Purchaser shall pay (i) one-half(1/2) of all escrow
costs and fees charged by the Title Company, (ii) all costs and expenses associated with
the Survey, (iii) all costs and expenses associated with extended coverage and title
endorsements to the Owner Policy, (iv)all costs and expenses associated with Purchaser's
examination,due diligence and inspection of the Property, including the cost of any Tests
performed by or on behalf of Purchaser and any third party reports obtained by Purchaser
in connection therewith, and (vi) all consultant and, subject to Section 27, legal fees
incurred by Purchaser in connection with this Contract; and Seller shall pay (1) all
transfer taxes, documentary stamp taxes, and, except as otherwise set forth in this
Contract, recording fees and expenses associated with the sale and transfer of the
Property to Purchaser, (2) one-half(1/2) of all escrow costs and fees charged by the Title
Company, (3) the basic premium for the Owner Policy in the insured amount of the
Purchase Price, and (4) subject to Section 27, all legal fees incurred by Seller in
connection with this Contract. Except as otherwise provided in this Contract, any other
closing cost or expense shall be paid for by the party that typically pays for such costs in
similar transactions in Tarrant County, Texas.
(b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no
ad valorem taxation shall accrue after the Closing Date. Therefore, any ad valorem taxes assessed against
the Property for the year of Closing shall be for the period of time the Property was owned by Seller, and
based on estimates of the amount of taxes that will be due and payable on the Property during the year of
Closing, Seller shall pay for any taxes and assessments applicable to the Property up to and including the
Closing Date. As soon as the amount of taxes and assessments on the Property for the year of Closing is
known, Seller shall pay any additional amount of taxes to be paid for any taxes and assessments
applicable to the Property up to and including the Closing Date. The provisions of this Section 8(b)
survive the Closing.
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(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted
Encumbrances.
Section 9. Seller's Representations.
Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing
Date,except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing,that:
(a) Seller's Authority. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms and no other actions or proceedings on its part are
necessary to authorize the execution, delivery or performance of this Contract. Seller has full power and
authority to enter into this Contract and to perform its obligations under this Contract. This Contract
constitutes the legal,valid and binding obligation of Seller enforceable in accordance with its terms;
(b) No Pending Proceedings. There are no actions, suits, or proceedings pending or, to the
current, actual knowledge of Seller, threatened in any court or before or by any governmental authority
against or affecting the Property or Seller;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity, as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to
withhold any portion of the Purchase Price for the benefit of the Internal Revenue Service as a result of
Seller being a foreign person or entity;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of
creditors,receivership,conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant
to any other debtor relief laws has been filed by Seller, and Seller has not received written notice of any
attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary
or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws that has been filed
against Seller or the Property;
(e) Contract Obligations. Except as otherwise disclosed in the Title Commitment and/or
Due Diligence Documents, Seller has not entered into any lease, contract or other agreement relating to
the Property or any portion thereof which is not terminable at will or upon not more than 30 days' prior
notice;
(f) No Competing Rights. Seller has not granted to any person, firm or entity, other than
Purchaser in this Contract, any right to purchase, right of first offer, right of first refusal or similar
purchase option relating to the Property, or any part thereof, and, to the current, actual knowledge of
Seller, Seller is not aware of any agreement or other instrument that grants to any person, firm or entity,
other than Purchaser in this Contract, any right to purchase, right of first offer, right of first refusal or
similar purchase option relating to the Property,or any part thereof;
(g) No Regulatory Violations. Seller has not received any written notice concerning
violations or alleged violations of applicable laws (including environmental laws) in connection with the
Property, and to the current, actual knowledge of Seller, there exists no writ, injunction, decree, order, or
judgment outstanding relating to the ownership, use, maintenance, or operation of the Property by any
person in violation of or from alleged violations of applicable laws; and
(h) No Hazardous Materials. Seller has not received any written notice concerning any
proceedings or inquiry by any governmental authority with respect to the presence of any Hazardous
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Materials on the Property or the migration of Hazardous Materials from or to other property that is
adjacent to the Property. The term "Hazardous Materials" means any substance, material or waste
which becomes regulated by any local or state governmental authority of the United States Government,
and such term includes, without limitation, any material or substance which is: (a) defined as a
"hazardous substance" or "hazardous material" by any local or state law; (b) oil and petroleum products
and their byproducts; (c) asbestos; (d) designated as a "hazardous substance" pursuant to the Federal
Water Pollution Control Act; (e) defined as a "hazardous waste" pursuant to the Federal Resource
Conservation and Recovery Act; or(f) defined as a"hazardous substance" pursuant to the Comprehensive
Environmental Response, Compensation and Liability Act.
For the purposes of the representations and warranties contained in this Section 9,wherever the phrase "to
Seller's knowledge", "to the current, actual knowledge of Seller", or a similar phrase referencing or
qualifying a representation by Seller's knowledge is used, Seller's knowledge shall be deemed to be
limited solely to the current, actual knowledge of Ben Luedtke, without any independent investigation or
inquiry having been made. The named individual is acting for and on behalf of Seller and in a capacity as
an officer or employee of Seller or one more of Seller's affiliates and is in no manner expressly or
impliedly making any representations or warranties in an individual capacity. Purchaser waives any right
to sue or to seek any personal judgment or claim against the named individual.
Seller acknowledges that Purchaser has relied and will rely on the foregoing representations and
warranties of Seller in executing this Contract and in closing the purchase and sale of the Property
pursuant to this Contract. Seller, during the term of this Contract, agrees to notify Purchaser promptly in
the event that Seller obtains knowledge of any change to the representations and warranties of Seller set
forth in this Section 9. The continued accuracy of the foregoing representations in all material respects at
Closing is a condition to the obligation of Purchaser to purchase the Property. However, if as a result of
any change of conditions with respect to any portion of the Property and/or the acquisition by Seller of
information not known to Seller at the time of execution of this Contract, Seller is unable to confirm any
such representations and warranties being true and correct in all material respects as of the Closing Date,
Seller shall have the option of revising any such representations and warranties to reflect facts or
conditions then existing or known to Seller. If Purchaser is unwilling to accept any such modification to
Seller's representations and warranties, except as herein provided, Purchaser, as its sole and exclusive
remedy, shall have the right to terminate this Contract by providing written notice to Seller in accordance
with the terms herein and, thereafter, neither party hereto shall have any further obligations hereunder
except for such obligations which expressly survive the termination of this Contract. If Purchaser accepts
such revisions (which shall be deemed to have occurred if Purchaser fails to provide Seller and the Title
Company with written notice of Purchaser's election to terminate this Contract within ten (10) days
following the date Purchaser receives actual knowledge that such representations are materially
inaccurate), Purchaser shall be deemed to have waived any rights or remedies against Seller with respect
to the representation or warranty in question. If Purchaser has actual knowledge prior to the Closing of
facts contrary to those represented by Seller, Purchaser shall promptly(but in no event later than ten(10)
days after obtaining such knowledge) notify Seller in writing prior to Closing to permit Seller to revise its
representations and warranties accordingly. Purchaser shall not have a right to bring any action against
Seller for breach of a representation or warranty in any circumstance where Purchaser had actual
knowledge prior to Closing that such representation or warranty was inaccurate if Purchaser failed to
notify Seller of such fact in writing prior to Closing as aforesaid.
All of the representations and warranties of Seller set forth in this Section 9 shall, subject to the
limitations set forth herein, expressly survive the Closing; provided, however, all representations and
warranties (i) shall relate only to conditions and circumstances in existence on the Closing Date, and (ii)
shall expire two (2) years after the Closing Date except to the extent, and only to the extent, if any, that
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Purchaser shall have given Seller written notice during such two (2) year period which describes in
reasonable detail the breach or alleged breach of such representations and warranties by Seller and, if
curable, the curative actions requested by Purchaser, and which provides Seller with a reasonable period
of time, not less than thirty (30) days, in which to resolve such matters to the reasonable satisfaction of
Purchaser.
Section 10. Seller's Covenants.
(a) Updating of Information. If Seller discovers that the information contained in any of
the Due Diligence Documents is inaccurate or misleading in any respect,then Seller shall promptly notify
Purchaser of such inaccuracies and provide such updated information to Purchaser.
(b) Prohibited Activities. During the term of this Contract, Seller shall not, without the
prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which
consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole
discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the
Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii)
place or permit to be placed on, or remove or permit to be removed from, the Property any trees,
buildings, structures or other improvements of any kind; or(iv) excavate or permit the excavation of the
Property or any portion thereof.
(c) Cooperation in Permitting Activities. During the term of this Contract, Seller will
cooperate with Purchaser in such manner and at such times as Purchaser may reasonably request in
obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals
required for Purchaser's proposed use (collectively, the "Approvals"), including without limitation,
signing such applications for such approvals and other instruments as may be required or authorizing
Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs
and expenses of obtaining all the Approvals, except for attorneys' fees that Seller may consider necessary
in connection with reviewing such applications and instruments, which shall be borne solely by Seller.
Notwithstanding anything to the contrary herein, Purchaser shall submit to Purchaser and obtain Seller's
prior written approval (such approval to not be unreasonably withheld, conditioned or delayed) of any
application or other instrument associated with the Approvals prior to submitting the same to any
applicable governmental and/or regulatory authority.
Section 11. Agents.
Seller and Purchaser each represent and warrant to the other that it has not engaged the services
of any agent,broker,or other similar party in connection with this transaction.
Section 12. Closing Documents.
No later than 3 business days prior to the Closing, Seller shall deliver to Purchaser copies of the
closing documents(including but not limited to the Deed)for Purchaser's reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been
served if(i) delivered in person to the address set forth below for the party to whom the notice is given,
(ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United
States mail, return receipt requested, addressed to such party at the address specified below, or (iv)
deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or
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other reputable overnight carrier for next day delivery, addressed to the party at the address specified
below.
(b) The address of Buyer under this Contract is:
City of Fort Worth With a copy to:
200 Texas Street Leann D. Guzman
Fort Worth,Texas 76102 City Attorney's Office
Attention: Laura B. Morales City of Fort Worth
Telephone: 817-392-2311 200 Texas Street
Fort Worth,Texas 76102
Telephone: (817)392-7600
(c) The address of Seller under this Contract is:
c/o Ben Luedtke, Executive Vice-President With a copy to:
Hanover Services Group Andrews&Barth, PC
3001 Knox Ste 207 8235 Douglas Avenue
Dallas, TX 75205 Suite 1120
Email: ben(2hanoverprope , .com Attention: Brian Mobley
Telephone: (214)346-1184
(d) From time to time either party may designate another address for purposes of receiving
notices under this Contract by giving the other party advance written notice of the change.
Section 14. Termination,Default, and Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this
Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a
right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations
under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate
this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither
party hereto shall have any further rights or obligations hereunder, except for such obligations that
expressly survive a termination of this Contract.
(b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this
Contract at Closing, or(2) Seller fails to perform any of Seller's other obligations hereunder in accordance
with the terms herein for any reason other than the termination of this Contract by Seller or Purchaser
pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform
Purchaser's obligations under this Contract, then Purchaser, as Purchaser's sole and exclusive remedy,
shall either:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and, thereafter, neither party hereto shall have any further rights or
obligations hereunder except for such obligations that expressly survive a
termination of this Contract;
(ii) waive, prior to or at the Closing, the applicable default, objection or condition
and proceed to close the transaction contemplated hereby in accordance with the
remaining terms hereof, or
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(iii) enforce specific performance of Seller's obligations under this Contract.
Any suit by Purchaser to enforce specific performance under this Contract must be filed on or before sixty
(60) days after the anticipated Closing Date or Purchaser's right to enforce specific performance under
this Contract shall be forever waived. Notwithstanding anything in Section 14(b) to the contrary, if
specific performance is not available to Purchaser after a default by Seller due to Seller's actions or
intentional misconduct, Purchaser may pursue a suit for and recover from Seller any actual (but not
consequential, speculative or punitive damages) damages incurred by Purchaser as a result of Seller's
default, including reimbursement of Purchaser's out-of-pocket expenses incurred in connection with this
Contract.
Section 15. Survival of Obligations.
Unless expressly set forth to the contrary herein, the terms, conditions, warranties,
representations,obligations and rights set forth herein shall not survive the Closing.
Section 16. Entire Contract.
This Contract (including the attached Exhibits) contains the entire contract between Seller and
Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any
force and effect. No modifications are binding on either party unless set forth in a document executed by
that party.
Section 17. Assigns.
This Contract inures to the benefit of and is binding on the parties and their respective legal
representatives, successors, and assigns. Neither party may assign its interest under this Contract without
the prior written consent of the other party.
Section 18. Taking Prior to Closing.
If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of
eminent domain, Purchaser may, in Purchaser's sole discretion, as Purchaser's sole and exclusive remedy,
either(i) terminate this Contract and neither party shall have any further rights or obligations hereunder
except for such obligations that expressly survive a termination of this Contract, or (ii) proceed with the
Closing of the transaction with an equitable adjustment to the Purchase Price to reflect the net square
footage of the Property after the taking.
Section 19. Governing Law.
This Contract shall be governed by and construed in accordance with the laws of the State of
Texas.
Section 20. Performance of Contract.
The obligations under the terms of the Contract are performable in Tarrant County, Texas, and
any and all payments under the terms of the Contract are to be made in Tarrant County,Texas.
Section 21. Venue.
Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is
legally proper in that County.
4400 Keller Haslet Rd
Page 10 of 14
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Section 22. Severability.
If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Section 23. Business Days/Effective Date.
If the Closing or the day for performance of any act required under this Contract falls on a
Saturday, Sunday, or legal holiday, then the Closing or the day for such performance, as the case may be,
shall be the next following regular business day. The date on which the Title Company receipts a copy of
this Contract, as evidenced on the Title Company's signature page hereto, shall be the "Effective Date" of
this Contract.
Section 24. Counterparts.
This Contract may be executed in multiple counterparts, each of which will be deemed an
original,but which together will constitute one instrument.
Section 25. Terminology.
The captions beside the section numbers of this Contract are for reference only and do not modify
or affect this Contract in any manner. Wherever required by the context, any gender includes any other
gender,the singular includes the plural, and the plural includes the singular.
Section 26. Construction.
The parties acknowledge that each party and its counsel have reviewed and revised this Contract
and that the normal rule of construction to the effect that any ambiguities are to be resolved against the
drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits
to it.
Section 27. Attorney's Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the
prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party or parties may be entitled.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
4400 Keller Haslet Rd
Page 11 of 14
*"Is
This Contract is EXECUTED as of the Effective Date.
SELLER:
KNOX STREET PARTNERS NO. 8,LTD.,
a Texas limited partnership
By: Hanover Services Group,Inc.,
a Texas corporation,
its general p er
By:
Name: UA,60 77T=7
Title:P
PURCHASER:
CITY OF FORT WOR H,TEXAS
By: 4 �( C `-""1
M's J. Cha a ssi t City Manager
Attest:
Ci Secretary j
A
M&C: L-I to 15
Date: 0(0 T16
APPROVED AS TO LEGALITY AND FORM
Leann Guzman
Senior Assistant City Attorney-Section Chief
OFFICIAL RECORD
4400 Keller Haslet Rd CITY SECRETARY
Page 12 of 14
FT WORTH,TX
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY:
BENCHMARK TITLE,LLC
By:--6i4'�O'te-4
]Name: KS
Title:���11�d
Effective Date: '1/t 1 i�Q� t 2
4400 Keller Haslet Rd
Page 13 of 14
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY:
BENCHMARK TITLE,LLC
By:
Name:
Title:
Effective Date:
4400 Keller Haslet Rd
Page 13 of 14
.��. Atookk
EXHIBIT "A"
BEING a parcel of land located in the City of Fort Worth, Tarrant County, Texas, a part of the Jose
Chirino Survey, Abstract No. 265, and being a part of a called 3.500 acre tract of land described in a
special warranty deed to Knox Street Partners No. 8, LTD., as recorded in Document Number
D215055685,Tarrant County Deed Records,and being further described as follows:
BEGINNING at a one-half inch iron rod with yellow cap stamped "JBI" found at the northwest corner of
said 3.500 acre tract of land, said point also being at the intersection of the south right-of-way line of
Keller Haslet Road (a variable width right-of-way) with the east right-of-way line of Park Vista
Boulevard(a 110 foot wide right-of-way);
THENCE South 89 degrees 14 minutes 44 seconds East, 239.50 feet along the north line of said 3.500
acre tract and the south right-of-way line of Keller Haslet Road to a one-half inch iron rod with yellow
cap stamped"JBI"found at the northeast corner of said 3.500 acre tract of land;
THENCE South 09 degrees 18 minutes 45 seconds East, 439.92 feet along the east line of said 3.500 acre
tract of land and along the west line of Lot 1X, Block 7, Timberland Phase IA Addition, an addition to
the City of Fort Worth as recorded in Cabinet A, Slide 10591, Tarrant County Plat Records to a one-half
inch iron rod with yellow cap stamped "JBI" set for corner at the northeast corner of a called 0.799 acre
tract of land described in a Storm Water Facility Maintenance Agreement as recorded in Document
Number D213319857, Tarrant County Deed Records;
THENCE North 89 degrees 14 minutes 44 seconds West, 307.02 feet to a one-half inch iron rod with
yellow cap stamped "JBI" set for corner at the northwest corner of said 0.799 acre tract of land, said point
being in the west line of said 3.500 acre tract of land and in the east right-of-way line of Park Vista
Boulevard;
THENCE along the west line of said 3.500 acre tract and the east right-of-way line of Park Vista
Boulevard as follows:
North 00 degrees 22 minutes 59 seconds East, 221.69 feet to a one-half inch iron rod with
yellow cap stamped "JBI"found for corner;
Northwesterly, 84.62 feet along a curve to the left having a central angle of 03 degrees 07
minutes 05 seconds, a radius of 1555.00 feet, a tangent of 42.32 feet, and whose chord bears North 01
degrees 10 minutes 34 seconds West, 84.61 feet to a one-half inch iron rod with yellow cap stamped
"JBI"found for corner;
North 02 degrees 44 minutes 06 seconds West, 39.70 feet to a one-half inch iron rod with
yellow cap stamped"JBI"found for corner;
Northwesterly, 87.33 feet along a curve to the right having a central angle of 03 degrees 27
minutes 45 seconds, a radius of 1445.00 feet, a tangent of 43.68 feet, and whose chord bears North 01
degrees 00 minutes 13 seconds West, 87.31 feet to the POINT OF BEGINNING and containing 117,656
square feet or 2.701 acres of land.
i
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
yy
Laura B Morales/ f
Name of Employee/Signature
I
Sr.Land Agent/Acting Real Propea Manager
Title
i
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I
i
i
❑ This form is N/A as No City Funds are associated with this Contract
I
I
Printed Name Signature
I
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it
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1
I
PARD Voluntary Acquisition of 4400 Keller Haslet—Timberland Project
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
S
CITY COUNCIL AGENDA FI
COUNCIL ACTION: Approved on 11/6/2018 -Ordinance No. 23465-11-2018
REFERENCE ** 21 KELLER HASLET KNOX
DATE: 11/6/2018 NO.: L-16159 LOG NAME: ACQUISITION
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize the Acquisition of Approximately 2.7 Acres of Vacant Land Located at 4400
Keller Haslet Road and Park Vista Boulevard from Knox Street Partners No. 8 Ltd. in the
Amount of$459,765.00 and Pay$10,000.00 in Estimated Closing Costs, Dedicate the
Property as Parkland Upon Conveyance as Timberland Park and Adopt Appropriation
Ordinance (COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in
the Park Dedication Fees Fund in the amount of$469,765.00 from available funds for the property
acquisition;
2. Authorize the acquisition of approximately 2.7 acres of vacant land located at 4400 Keller Haslet
Road and Park Vista Boulevard from Knox Street Partners No. 8 Ltd. in the amount of$459,765.00,
and pay up to $10,000.00 in estimated closing costs;
3. Authorize the City Manager or his designee to execute the appropriate closing documents and
record the appropriate instruments; and
5. Dedicate the property as parkland upon conveyance as Timberland Park.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to acquire land located in north Fort
Worth in accordance with the Neighborhood 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 conducted an assessment of potential properties in north Fort
Worth for neighborhood park land acquisition.The proposed acquisition is located in Neighborhood
Park Unit 6-02 which is currently underserved in neighborhood based parkland. Upon completion of
internal staff assessment of various parcels, the site located at the southeast corner of Park Vista
Boulevard and Keller Haslet Road was found most suited for a neighborhood park. Because the site
is centrally located adjacent to multiple neighborhood subdivision developments and is fronted by a
collector street to existing neighborhoods with pedestrian access, it has been determined suitable for
recreational amenity development with good site conditions and available utilities.
Staff recommends acquiring approximately 2.7 acres of vacant land located at 4400 Keller Haslet
Road and Park Vista Boulevard from Knox Street Partners No. 8, Ltd to help meet an underserved
need in this sector of the City.
An independent appraisal was conducted and the property owner has agreed to the negotiated
purchase price of $459,765.00. The real estate taxes will be pro-rated with the Sellers being
responsible for taxes due up to the closing date. The mineral estate will not be acquired and the
deed will contain a surface waiver for the exploration of the mineral estate. Staff has obtained an
environmental study and a survey of the property.
M&C Review Page 2 of 2
The park will be held in reserve status until development occurs. The annual cost to maintain this
parkland in reserve status is estimated to be$8,663.00. When the park is developed, additional
funding will be requested for maintenance operations of the added facilities.
This property is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations, funds will be
available in the current capital budget, as appropriated, of the Park Dedication Fees Fund. The
Director of Finance certifies that parkland maintenance costs will not result in any additional
appropriations in the Fiscal Year 2019 Budget.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID Year Chartfield 2
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Roger Venables (6334)
Richard Zavala (5704)
Additional Information Contact: Laura B Morales (2311)
David Creek (5744)
ATTACHMENTS
21 KELLER HASLET KNOX ACQUISITION 30110 A019 Updated.docx
Certificate Form 1295 - signed.pdf
MC SITE MAP 4400 KELLER HASLET.pdf