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HomeMy WebLinkAboutContract 52522 O J�zTr4T CITY SECRETARY CONTRACTCONTRACT OF SALE AND PURCHASE S 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 Chapel Hill West, LLC ("Seller"), as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). 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 terns and conditions set forth in this Contract approximately 68.167 acres of a portion of land situated in the M.E.P. & P.R.R. Co. Survey, Abstract No. 1138, the Benjamin Thomas Survev, Abstract No. 1497, the J.A. Gill Survey, Abstract No. 570, the S. Ford Survey, Abstract No. 531, the J.N. Reed Survey, Abstract No. 1362, the W.E. Boswell Survey, Abstract No. 1852, the Thomas Hicks Survey Abstract No. 1818, and the T&P.R.R. Co. Survey, Abstract No. 1568, City of Fort Worth, Tarrant County, Texas being a portion of Parcel I as described in deed to Chapel Hill Venture, L.L.L. P., recorded in Volume 14957, Page 307, Deed Records, Tarrant County, Texas (D.R.T.C.T.), being all of that called 215.901 acre tract of land as described in deed to Chapel Hill Venture, L.L.L.P., recorded in Volume 15041, Page 477, (D.R.TC.T.), and being more particularly described in the attached Exhibits A"and `B"(also known as 3501 Bonds Ranch Road, Fort Worth,Texas) (the "Land"),together with (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii)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, (iv) 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; (v) all of Seller's rights,titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) 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), taxes and assessments for the year of Closing and subsequent years,and any other Encumbrances of record or that would be disclosed by a current survey of the Property that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Property. Section 2. Independent Contract Consideration and Purchase Price, OFFICIAL, RECORD 3501 Bonds Ranch Rd CITY SECRETARY Page 1 of 13 FT. WORTH,TX (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 $17,000 per gross acre; originally deemed to be $1,158,839.00. If Purchaser obtains a Survey prior to Closing that is approved by Seller (such approval not to be unreasonably withheld),the Purchase Price shall be adjusted to be equal to $17,000 multiplied by the total gross acres of the Property as shown on the approved Survey. Section 3. Title Commitment and Survey (a) Within five (5) business days of the Effective Date, Purchaser shall obtain at Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Debby Moore, Title Partners, LLC, as agent for Chicago Title, 5501 LBJ Freeway, Suite 200, Dallas, Texas 75240 - (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 legible copies of all documents referred to in the Title Commitment,including but not limited to,plats, reservations, restrictions,and easements. (b) Within five (5)business days of the Effective Date, Purchaser shall obtain a survey of the Property ("Survey") at Purchaser's sole cost and expense, and deliver same to Seller for Seller's review and approval (not to be unreasonably withheld or delayed). 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 Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, the Title Company and Seller, (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. If approved by Seller (such approval not to be unreasonably withheld or delayed),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 legal description of the Property. If Closing occurs, Seller shall reimburse Purchaser for the cost of the survey at Closing,up to $7,500.00. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending five (5) business days after the receipt of both the Title Commitment and the Survey 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 all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing)during the period of time (the "Cure Period") ending on the earlier of (i) five days after Seller's receipt of Purchaser's notice of such Objections or (ii) the next-to-last day of the Option Period. 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 either (i) this Contract may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the Option Period, and the parties shall be released of 3501 Bonds Ranch Rd Page 2 of 13 further obligations under this Contract; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Option Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survev and to which Purchaser does not object within Title Review 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. (d) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in the Title Commitment (or any subsequent commitment) which arise 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 they exist and are in Seller's possession (collectively, the "Due Diligence Documents"): (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 unrecorded private covenants, conditions and restrictions, of which the Property will be a part and any other unrecorded private agreements affecting the use or development of the Property. To Seller's knowledge, the Due Diligence Documents delivered to Purchaser are true and complete copies of such documents in Seller's possession. Except as provided in the immediately preceding sentence, Seller makes no representation or warranty of any kind with respect to the Due Diligence Documents. Section 5. 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 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 at least a similar condition as 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 during the Option Period (as defined below). The obligations of Purchaser pursuant to this Section 5 shall survive Closing or any termination of this Contract. Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until twenty (20) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: (1) 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). (2) The approval of City Council of the City of Fort Worth of this Contract in a regular public meeting of the City Council. (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedents 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. 3501 Bonds Ranch Rd Page 3 of 13 If Purchaser does not deliver written notice of termination on or before the last day of the Option Period, the condition precedent described in Section 6(a)above shall be deemed satisfied (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 July 26, 2019. 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, but containing a reservation of the mineral rights, 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 Purchaser, 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 Purchaser or the escrow agent may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3) below that are reasonably acceptable to Seller. (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. At Closing, Purchaser shall execute and deliver to Seller and the Title Company any instrument or document necessary to consummate the transaction or for Title Company to issue the Owner Policy in accordance with Section 8(a)(3)below that are reasonably acceptable to Purchaser. (3) Title Company shall issue to Purchaser, at Seller's sole cost and expense with respect to the base premium, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company 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 cost and expense, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall 3501 Bonds Ranch Rd Page 4 of 13 be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession (except for the rights of the tenant under the Ag Lease defined below, unless the Ag Lease is terminated with respect to the Property at or before Closing), 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". Purchaser shall be responsible for all costs for any amendment or endorsements to the Owner Policy,- (4) Seller and Purchaser shall each pay their respective attomeys'fees. (5) Seller shall pay all recording fees. (6) Each party shall pay one-half of all escrow fees charged by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the property for the current year 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 current year, Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing. As soon as the amount of taxes and assessments on the Property for the current year 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 date of Closing. The provisions of this Section 8(b) survive the Closing. (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. (d) Seller shall endeavor to cause the existing agricultural lease affecting the Property (the "Ag Lease")to be terminated with respect to the Property at or before Closing. In the event the Ag Lease is not terminated with respect to the Property as of Closing, Purchaser shall, as its sole and exclusive remedy, have the right (i) to terminate this Contract by written notice to Seller prior to Closing, or(ii) to waive such condition and take the Property subject to the Ag Lease, in which event the Ag Lease shall be a Permitted Encumbrance. 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; neither the execution and delivery of this Contract nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or two which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. To Seller's knowledge: there is no action, suit,proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau o agency or other governmental entity and no such action, suit,proceeding or claim is threatened or asserted; 3501 Bonds Ranch Rd Page 5 of 13 (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 Sales Price for the benefit of the Internal Revenue Service: (d) No Insolvency Proceedings. To Seller's knowledge: 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 is contemplated or has been filed by or against Seller or the Property, nor is any such action pending by or against Seller or the Property; (e) Contract Obligations.To Seller's knowledge: except for the existing Ag Lease,matters of record or items delivered as part of the Due Diligence Documents, no lease, contract or agreement exists relating to the Property or any portion thereof which is not terminable at will or upon not more than 30 days'prior notice except tenant leases; (f) No Competing Rights. Except for the existing Ag Lease, no person, firm or entity, other than Purchaser,has any right to purchase, lease or otherwise acquire or possess the Property or any part thereof pursuant to a written agreement with Seller; (g) No Regulatory Violations. To Seller's knowledge: the Property is not in breach of any law,ordinance or regulation,or any order of any court or any federal, state,municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending or threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property;and (h) No Hazardous Materials. To Seller's knowledge: (i)there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of anv such action or possible action; (ii) there is not now, nor has there been in the past,any release of hazardous substances on, over, at,from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (iii) Seller does not have actual knowledge of any environmental condition, situation or incident on, at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law,rule,ordinance or common law theory governing environmental protection. All references in this Contract to "Seller's Knowledge" or words of similar import shall refer only to the current, actual current knowledge of Kevin Eldridge with no duty of inquiry or investigation. There shall be no personal liability on the part of Kevin Eldridge arising out of any representations or warranties made herein. Seller acknowledges that Purchaser has relied and will rely on the express representations and warranties of Seller set forth in this Section 9 in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract, and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled as its sole and exclusive remedy to either terminate this Contract by written notice to Seller prior to Closing, or such representation and warranty shall be deemed waived. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Contract, notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall survive Closing for only so long as described in Section 15. 3501 Bonds Ranch Rd Page 6 of 13 Section 9.1. EXCEPT AS SPECIFICALLY SET FORTH IN THIS CONTRACT AND THE SPECIAL WARRANTY OF TITLE IN THE DEED, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON THE ACCURACY OR COMPLETENESS OF ANY REPRESENTATION, BROCHURE, RENDERING, PROMISE, STATEMENT OR OTHER ASSERTION OR INFORMATION WITH RESPECT TO THE PROPERTY MADE OR FURNISHED BY OR ON BEHALF OF, OR OTHERWISE ATTRIBUTABLE TO, SELLER OR ANY OF SELLER'S AGENTS, EMPLOYEES OR REPRESENTATIVES, ANY AND ALL SUCH RELIANCE BEING HEREBY EXPRESSLY AND UNEQUIVOCALLY DISCLAIMED. EXCEPT AS SPECIFICALLY SET FORTH IN THIS CONTRACT, PURCHASER FURTHER UNEQUIVOCALLY DISCLAIMS (I) THE EXISTENCE OF ANY DUTY TO DISCLOSE ON THE PART OF SELLER OR ANY OF SELLER'S AGENTS, EMPLOYEES OR REPRESENTATIVES AND (II) ANY RELIANCE BY PURCHASER ON THE SILENCE OR ANY ALLEGED NONDISCLOSURE OF SELLER OR ANY OF ITS AGENTS, EMPLOYEES OR REPRESENTATIVES. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF, AS PURCHASER DEEMS NECESSARY. PURCHASER FURTHER AGREES THAT PURCHASER IS ACQUIRING THE PROPERTY ON AN "AS IS, WHERE IS AND WITH ALL FAULTS BASIS" WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT. This Section 9.1 shall survive Closing and shall not be merged into the Deed. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect,then Seller shall promptly notify Purchaser of such changes and supplement such materials. (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 reasonably cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, 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; provided, however, Purchaser agrees any such approvals or other matters shall not become 3501 Bonds Ranch Rd Page 7 of 13 final or binding upon the Property prior to Closing unless acceptable to Seller in Seller's sole discretion. Purchaser shall bear the costs and expenses of obtaining all such 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. Section 11. Agents. Except for Seller's brokers Stratford and Realty Capital ("Seller's Brokers") who will be paid a commission by Seller if Closing occurs pursuant to a separate agreement between Seller and Seller's Brokers, Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any other agent,broker,or other similar party in connection with this transaction. Section 12. Closing Documents. No later 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 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 Section Chief Attention: Laura B. Morales City Attomev's Office Sr. Land Agent/Acting Real Property Manager 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: Chapel Hill West, LLC with a copy to: 410 N. Carroll Ave., Suite 180 Wick Phillips Southlake, TX 76092 3131 McKinney Avenue, Suite 100, Dallas, Texas 75204 Attn: Rob Wills Email: rob.will s@wickphill 1 ps.corn (d) From time to time either party may designate another address or fax number under this Contract by giving the other party advance written notice of the change. 3501 Bonds Ranch Rd Page 8 of 13 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 parry hereto shall have any further rights or obligations hereunder. (b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller 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 shall have the right to do one of the following as its sole and exclusive remedy: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof, or (iii) enforce specific performance of Seller's obligations under this Contract by filing an action for specific performance within 60 days of the alleged default. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Contract will expire one (1)year after 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. Assi2ps. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither parry may assign its interest under this Contract without the prior written consent of the other party. Section 18. Takine 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, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in 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. 3501 Bonds Ranch Rd Page 9 of 13 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. 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 the Contract is the "Effective Date." Section 24. Countedarts. 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. Attorna'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] 3501 Bonds Ranch Rd Page 10 of 13 This Contract is EXECUTED as of the Effective Date. SELLER: 7(,7. ILL WEST,LLC K vin Eldridge, Manager PURCHASER: CITY OF FORT WORTH,TEXAS By: i ,Assistant City Manager Attest: m O � � •fir i Secr YA M&C: L o�� : i his. _.� . Date: 711EI AS TO LEGALITY AND FORM ann Guzman Senior Assistant City Attorney-Section Chief OFFICIAL RECORD CITY SECRETARY 3501 Bonds Ranch Rd FT. 91l0®RTH T� Page 11 of 13 Contract Compliance Manager: By signing 1 acknowledge that 1 am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Name of Emp ee/Signature Title L IAL RECORDSECRETARYWORTH, TX By its execution below,Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: By: Name: Title: Date: 3501 Bonds Ranch Rd Page 12 of 13 SEE ATTACHED EXHIBITS"A"AND "B" Survey Metes&Bounds Description and Survey Map in Progress 3501 Bonds Ranch Rd Page 13 of 13 Cv c Lwi j I I MM 9 -M2 H m -P ,11 11 ----------------------- ...... - --------- NO II III Aa ns IT, Ow ............. 6/27/2019 M&C Review 111u,d 1.ite.,rat Ilu,ut,. fA I(,tPv ottli, CITY COUNCIL AGENDA FORTWORTii COUNCIL ACTION: Approved on 6/25/2019 -Ordinance No. 23719-06-2019 DATE: 6/25/2019REFERENCE L-16242 LOG NAME: 21CHAPEL HILL NO.: PARKLAND CODE: L TYPE: NON- PUBLIC CONSENT HEARING: NO SUBJECT: Adopt Appropriation Ordinance, Authorize Execution of an Agreement for the Acquisition of Approximately 68.167 Acres of Land Located South of Bonds Ranch Road from Chapel Hill West, LLC in the Amount of$1,158,839.00, Authorize the Payment of the Estimated Closing Costs in the Amount of$20,000.00, and Dedicate the Property as Park Land to be Known as Chapel Hill Park (COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance decreasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the amount of$750,000.00 and increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the amount of$874,912.00 from available funds for the property acquisition; 2. Authorize the execution of an agreement for the acquisition of approximately 68.167 acres of land located south of Bonds Ranch Road from Chapel Hill West, LLC in the amount of$1,158,839.00; 3. Authorize the payment of the estimated closing costs in the amount of$20,000.00; 4. Authorize the City Manager or his designee to execute the appropriate closing documents and record the appropriate instruments; and 5. Dedicate the property as park land to be known as Chapel Hill Park, effective upon conveyance. DISCUSSION: The Property Management Department received a request from the Park & Recreation Department to acquire a parcel of vacant land located in northwest Fort Worth in accordance with the Neighborhood and Community Park Dedication Policy and the Park, Recreation and Open Space Master Plan, which calls for the provision of adequate park and recreational areas in the form of Neighborhood- Based Parks and Community-Based Parks. The FY2019 Capital Improvement Plan included a $750,000.00 appropriation for the Chapel Hill Community Park project. At the time of the FY2019 CIP development, insufficient Park Developer Fees had been collected; therefore, funds were appropriated from the General Park Dedication fees to partially fund the project. Since the adoption of the FY2019 Capital Improvement Plan, sufficient area Park Developer fees have been collected to appropriate to this project in the amount of $874,912.00, and the General Park Dedication fees in the amount of$750,000.00 will be returned to its source. In addition, existing appropriations in the amount of$303,927.00 resided in the project bringing the total project funding to $1,200,000.00 The Park and Recreation Department conducted an assessment of potential properties in northwest Fort Worth for community park land acquisition. Based on existing and proposed subdivision development, the immediate area around this site will eventually be comprised of approximately 1,500 acres of residential development and school sites. The proposed acquisition is located in Community Park Unit-Cl 9 where deficiencies exist that will require additional open space to meet near-term needs. Acquiring the site now would provide a recreational anchor for future area development with future linear park connections obtained through the park dedication process. The proposed site is apps.cfwnet.org/council_packet/mc_review.asp?ID=26542&counci ddate=6/25/2019 1/3 6/27/2019 M&C Review contiguous to the 131 acre school site owned by Eagle Mountain-Saginaw Independent School District to the north, creating the potential for joint use partnership and expanded recreational opportunities as the area continues to development. Staff recommends acquiring approximately 68.167 acres of vacant land located south of Bonds Ranch Road from Chapel Hill West, LLC for Chapel Hill Park. Acquisition of the property will 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. A survey and a Phase I Environmental Assessment has been conducted on the subject parcel. As part of the transaction, the Seller has agreed to pay up to $7,500.00 for survey costs. The real estate taxes will be pro-rated with the sellers being responsible for taxes due up to the closing date. The seller has signed the contract and has agreed to convey the subject parcel through a Warranty Deed and will contain a surface waiver for the exploration of the mineral estate. The mineral estate will not be acquired. Address/Legal I Fee Acquisition Approximate PURCHASE Description { Type Acreage PRICE �3501 Bonds Ranch Vacant Land 68.167 $1,158,839.00 Road (see attached map) Estimated Closing Costs $20,000.00 _ ___. . TOTAL --- _._$1,178,839.00 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 $9,124.00. When the park is developed, additional funding will be requested for maintenance and operations of the added facilities. The maintenance impact is expected to be minimal and will not require the appropriation of additional funds in the department's Fiscal Year 2019 budget. Funding for operations and maintenance will be allocated into the Park & Recreation Department's base budget beginning in Fiscal Year 2020. This property is located in COUNCIL DISTRICT 7. FISCAL INFORMATIONXERTIFICATION: 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 PARD 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 Departen mt Account Project Program Activity Budget Reference# Amount ID I ID Year (Chartfield 2) FROM _ Fund Department Account Project Program Activity I Budget Reference# Amount ID ID YearT(Chartfield 2) Submitted for City Manager's Office by: Jay Chapa (5804) Ori inatin Department Head: Roger Venables (6334) g g—p David Creek (5744) Additional Information Contact: apps.cfwnet.org/council_Packet/mc_review.asp?ID=26542&councildate=6/25/2019 2/3 6/27/2019 M&C Review Laura B Morales (2311) ATTACHMENTS 21CHAPEL HILL PARKLAND 30110 A019.docx Executed Form 1295 Redacted.pdf MC Chapel Hill Map.pdf apps.cfwnet.org/council_packeUmc_review.asp?ID=26542&councildate=6/25/2019 3/3