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HomeMy WebLinkAboutContract 52858 9` �! CITY SECRETARY fl CONTRACT NO. 5 a35$ ' PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT(this"Agreement")dated as of the Effective Date(defined below) is between TOTAL E&P USA REAL ESTATE, LLC ("Seller"), and CITY OF FORT WORTH ("Buyer"). 1. Agreement to Sell and Purchase. (a) Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase that certain real property located in Fort Worth, Tarrant County, Texas consisting of approximately 9.53 acres,and which is more particularly described on EXHIBIT A attached as a part hereof(the"Land")together with all of Seller's right,title and interest in and to all streets,alleys, easements and rights of way in, on, across, in front of, abutting or adjoining the Land and any other appurtenances belonging thereto(together with the Land hereinafter collectively called the"Property"). (b) City Council Approval. Buyer's obligation to purchase the Property on Closing Date under the terms of this Agreement is conditioned upon the City of Fort Worth City Council's approval of this Agreement("Condition"). If the Condition is not satisfied as of the Closing Date,this Agreement shall automatically terminate,the Earnest Money shall be paid to Seller,and the parties shall have no further obligation hereunder other than those stated to survive the termination hereof. In addition,if the Condition is not satisfied as of September 30, 2019, Seller shall have the right and option of terminating this Agreement at any time prior to the automatic termination date in the preceding sentence, in which case the Earnest Money shall be returned to Buyer,and the parties shall have no further obligation hereunder other than those stated to survive the termination hereof 2. Mineral Rights. It is expressly acknowledged by Buyer that the conveyance provided for herein by Seller shall not include(and the Deed,as defined below,shall expressly exclude and reserve unto Seller)any of Seller's right,title or interest in and to all oil,gas and other minerals located in, on or under the Land and that may be produced therefrom (such excluded rights hereinafter the "Mineral Rights"); provided,however,that as a part of such reservation by Seller, the Deed shall provide that the use of the surface of the Land in connection with the exercise of the reserved Mineral Rights shall be restricted such that Seller waives all rights to the surface of the Land and the right to conduct operations of whatsoever nature with respect to the exploration for,exploitation of,mining,production,processing,transporting and marketing of oil,gas or other minerals from the Land but that nothing shall restrict or prohibit the pooling or unitization of the portion of the Mineral Rights with land other than the Land, or the exploration or production of the oil,gas and other minerals by means of wells that are drilled or mines that open on land other than the Land but enter or bottom under the Land,or by any other method that does not require ingress and egress over the surface of the Land. Notwithstanding the foregoing to the contrary, said waiver does not include, and Seller shall expressly reserve the right to conduct, seismic activities on the Land in furtherance of the Mineral Rights,provided Seller shall have given Buyer at least seventy-two(72)hours' prior notice thereof. The Deed shall also reserve to the Seller (i)a perpetual subsurface easement under and through the Land for the placement of an unlimited number of well bores from oil or gas wells the surface locations of which are situated on tracts of land other than the Property, for the purpose of developing oil, gas and other minerals in and under the Property and/or any other lands, regardless of whether such other lands are pooled with or located near the Property and(ii)any rights to use subsurface reservoirs and pore space in which to inject, dispose, sequester and/or store oil, gas and other minerals located in, on or under the Land but only to the extent, in each case that any such use, injection, disposal, storage, sequestration or storage must be accomplished without disturbing the surface of the Land or any improvements now or hereafter situated thereon and in compliance with all applicable laws. OFFICIAL. RECORD 1 CITY SECRETARY M195/M263 Salazar FT. WORTH,TX 3. Purchase Price and Earnest Money. The purchase price for the Property shall be SEVEN-HUNDRED FIFTY-SEVEN THOUSAND ONE HUNDRED SIXTY and No/100 Dollars ($757,160.00)(the"Purchase Price"),payable as follows: (a) Earnest Money. Within two (2) business days following the Effective Date of this Agreement,Buyer shall deposit the sum of TEN-THOUSAND and No/100 Dollars($10,000.00)in the form of immediately available funds(together with any interest earned thereon,the"Earnest Money")and a signed copy of this Agreement with Fidelity National Title Company - The Baker Firm, PLLC, 4541 Bellaire Drive South, Suite 101, Fort Worth, Texas 76109, Attn: Nikki Jackson (the "Title Company"). In the event that the Buyer fails to timely deposit the Earnest Money, then Seller shall have the right to terminate this Agreement by written notice to Buyer delivered at any time thereafter until such time as the Earnest Money is actually deposited. The Earnest Money shall be held by the Title Company in an interest bearing, FDIC insured, account. Any interest on the Earnest Money shall be a part of the Earnest Money and paid in accordance with the provisions of this Agreement. The Earnest Money shall be applied towards the Purchase Price on the Closing Date(as defined below)if the conveyance of the Property closes. (b) Balance at Closing. Subject to the credits and adjustments set forth in this Agreement,Buyer shall pay the balance of the Purchase Price to Seller at Closing(as defined below)in the form of immediately available funds. (c) Independent Consideration. Notwithstanding anything herein to the contrary, a portion of the Earnest Money in the amount of One Hundred and No/100 Dollars ($100.00) shall be non- refundable to Buyer and will be paid over to Seller upon any termination of this Agreement as independent consideration f6r this Agreement(the"Independent Consideration"). Any term or provision herein which provides for the return of the Earnest Money to Buyer shall mean the Earnest Money, less the Independent Consideration which shall be promptly paid over to Seller. The Independent Consideration shall be applied towards the Purchase Price on the Closing Date if the conveyance of the Property hereunder closes in accordance with this Agreement. 4. Effective Date. The"Effective Date"of this Agreement shall mean the date on which the last of Buyer and Seller executes this Agreement, as shown by the dates set forth below their respective signatures. 5. Inspection Period; Investigations and other Approvals. (a) Buyer shall have the period of time (the "Inspection Period") beginning on the Effective Date of this Agreement and ending at 5:00 p.m.CST on the sixtieth(60th)day after the Effective Date of this Agreement to enable Buyer to conduct and obtain all inspections,examinations, investigations and tests as Buyer considers appropriate for determining the present condition of the Property and whether Buyer desires to complete the purchase of the Property in accordance with the terms hereof,at Buyer's sole cost and expense. (b) Buyer shall be solely responsible,at Buyer's sole cost and expense, for obtaining all governmental approvals necessary for Buyer's intended use and development of the Property, namely zoning and other such matters (collectively, "Approvals"). Buyer shall not make any submissions or applications to, or correspond with, any governmental entity regarding the Property with respect to such Approvals without Seller's prior written consent, which shall not be unreasonably withheld. Seller shall reasonably cooperate with Buyer's efforts to obtain the Approvals, at no cost or liability to Seller. Seller acknowledges that Buyer may need to obtain Approvals that will be conditioned upon Buyer's acquisition of the Property,and that such Approvals,which shall only be effective after the Closing,shall be permitted. 2 M195/M263 Salazar (c) Buyer shall have the right to terminate this Agreement for any reason whatsoever or for no reason before the expiration of the Inspection Period by sending written notice thereof to Seller and the Title Company on or before the expiration of the Inspection Period. If Buyer timely delivers such notice of termination, then this Agreement shall terminate and have no further force or effect, and Buyer shall be entitled to a full refund of the Earnest Money, less the Independent Consideration,promptly after Buyer delivers to Seller copies of all surveys,inspections,and reports that Buyer obtained for the Property. If such notice is not given by the expiration of the Inspection Period,then Buyer shall be deemed to have approved the Property as set forth above and in such event, Buyer shall be deemed to have waived any further right to terminate this Agreement and the Earnest Money shall be deemed earned by Seller, and shall thereafter be non-refundable to Buyer except as otherwise expressly provided herein.After such copies of all surveys, inspections, and reports that Buyer obtained for the Property are delivered to Seller, the parties agree that the Title Company shall be and is hereby instructed to disburse the Earnest Money in accordance herewith without the need for any additional authorization or documents executed at the time of such disbursement. Subject to the terms hereof, Buyer shall have the right during the period from the Effective Date through the Closing Date(unless this Agreement is terminated earlier as provided herein),to enter upon the Property at all reasonable times and from time to time for any purpose contemplated by the terms and conditions hereof, provided, however, that any entry shall be at the sole cost, expense and risk of Buyer, and that, except for the mere discovery of existing defects or conditions affecting the Property, Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all loss,cost or expense(including attorneys' fees and expenses) resulting directly or indirectly, from any entry by Buyer, or any employee, agent, principal of, or independent contractor with, the Buyer, upon the Property. SUCH INDEMNIFICATION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE FOR THE BENEFIT OF SELLER, EVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SELLER, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SELLER, BUT WILL NOT BE ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A CLAIM IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SELLER. Buyer shall notify Seller not less than two (2)business days in advance of any such proposed entry, and Seller may (to the extent it timely makes personnel available) be present during any such entry by Buyer. Further, Buyer agrees to(a) satisfy any and all mechanic's liens which may be filed or threatened against the Property as a result of such entry by Buyer,or any of its employees, agents, principals or independent contractors, onto the Property, and(b) if this transaction does not close, repair any damage to the Property caused by Buyer or its agents or employees and restore the Property to substantially the same condition existing at the time immediately prior to any such damage. Prior to any entry on the Property,Buyer shall provide to Seller evidence of self-insurance and workers compensation, if required in accordance with applicable state law. No inspection of the Property by Buyer under the provisions of this Section 5 shall interfere with the operation of the Property or the conduct of business thereon by Seller or its employees and invitees. Nothing in this Agreement is intended to nor shall it be construed as a waiver of any immunity to which Buyer is entitled under the Constitution of the State of Texas and by other applicable law. Any indemnification and hold harmless provisions set forth in this Agreement are applicable to Buyer only to the extent that such provisions are enforceable under the Constitution of the State of Texas and by other applicable law, but do not expand or increase the liability or scope of Buyer's liability under the Constitution of the State of Texas and by other applicable law. (d) Seller hereby consents to Buyer conducting a Phase I Environmental Site Assessment of the Property(a"Phase P')during the Inspection Period,if it so desires. Buyer shall promptly furnish a copy thereof to Seller as provided above. If, as a result of the Phase I which Buyer so obtains, Buyer deems it appropriate to have a Phase II Environmental Site Assessment("Phase IF')of the Property 3 M195/M263 Salazar performed,Buyer shall present Seller with a detailed plan or proposal for the conducting of the Phase II for Seller's prior approval thereof. Buyer shall obtain Seller's prior written approval or consent before performing the Phase II in the manner so proposed, which said consent or approval of the Phase II can be granted or denied by Seller in its sole and absolute discretion. Seller may have a representative present at any time that Buyer or its representative is on the Property for any and all such testing or inspection of the Property. Buyer shall provide Seller at least seventy-two (72) hours advance written notice before it conducts any Phase II test to which Seller has given its prior written consent and at least twenty-four(24) hours advance written notice of any such other proposed testing to be conducted, at any time, on the Property by Buyer or its representative. Buyer and its agents,employees and contractors shall keep in strict confidence all information obtained related to such tests and inspections of the Property,and this obligation shall survive the termination of this Agreement,for any reason,for a period of one(1)year. (e) The terms and conditions contained in this Section 5 shall survive the termination of this Agreement or the Closing,whichever is applicable. 6. Due Diligence Materials. (a) Within five(5)business days after the Effective Date, Seller will deliver or cause to be delivered to Buyer copies of any prior survey of the Property and any environmental site assessment of the Property,if and to the extent the same are in Seller's possession(herein"Due Diligence Materials"), which Seller will have the option of delivering in an electronic format such as by email or via a web based data room. (b) All of the Due Diligence Materials are Confidential Information(defined below) and shall be treated in strict accordance with Section 16(h)below. If the transaction contemplated by this Agreement fails to close for any reason whatsoever, Buyer shall promptly return to Seller all of the Due Diligence Materials and will not retain any copies, extracts or other reproductions in whole or in part thereof. Further, any documents incorporating or generated from any such Confidential Information that are prepared by Buyer or its agents shall be destroyed,along with all copies and reproductions in whole or in part thereof. Further,any documents incorporating or generated from any such Confidential Information that are prepared by Buyer or its agents shall be destroyed,along with all copies and reproductions thereof. (c) Buyer acknowledges and agrees that,except for the representations and warranties of Seller expressly set forth in Section 8 hereof, Seller delivers or makes available the Due Diligence Materials described in this Section 6 without representation or warranty as to the accuracy thereof, and Buyer specifically acknowledges and agrees that Seller shall have no liability or responsibility for any inaccuracy thereof. Buyer,relying on its own evaluation of the Property,disclaims any reliance on the Due Diligence Materials or on any statements(oral or written)which may have been made or may be made by Seller, Seller's broker, or any other party, concerning the Due Diligence Materials. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE DUE DILIGENCE MATERIALS AND ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER PURSUANT TO THIS AGREEMENT MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER AND THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, BROKERS OR CONTRACTORS MAKE NOR HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY THEREOF. BUYER SPECIFICALLY RELEASES SELLER, AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS,OFFICERS,EMPLOYEES,AGENTS,ATTORNEYS,BROKERS AND CONTRACTORS FROM ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES WHETHER SUIT IS INSTITUTED OR NOT), WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT, 4 M195/M263 Salazar ASSERTED AGAINST OR INCURRED BY BUYER BY REASON OF THE INFORMATION CONTAINED IN, OR THAT SHOULD HAVE BEEN CONTAINED IN, SUCH DUE DILIGENCE MATERIALS OR OTHER INFORMATION. 7. Title; Survey; Objections. (a) As soon as practicable after the Effective Date,Seller will cause the Title Company to issue and deliver to Buyer a current TLTA Form T-7 Commitment for Title Insurance (the "Title Commitment") for standard TLTA Form T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price ("Title Policy"). Buyer may obtain a new Land Title Survey of the Property, certified to Buyer, Seller, and the Title Company, dated after the Effective Date,by a registered professional engineer or registered professional surveyor(the "Survey"). Buyer shall promptly deliver a copy of the Survey to Seller. (b) By that date which is earlier of(a)ten(10) days after Buyer's receipt of the later of the Title Commitment and Survey or(b)twenty(20)days before the expiration of the Inspection Period (the "Objection Deadline"), Buyer may give written notice to Seller and the Title Company ("Objection Notice") of any matters contained in the Title Commitment or the Survey to which Buyer objects ("Title Objections"). Any matters in the Title Commitment or Survey to which Buyer does not timely object(or to which Buyer objects but which Seller is not obligated to cure) shall constitute "Permitted Exceptions." Any items which appear as exceptions in Seller's vesting deed and any matters reflected on the Prior Survey shall be Permitted Exceptions. Seller shall not be obligated to cure or attempt to cure any Title Objection, other than voluntary liens or deeds of trust filed against the Property arising by,through,or under Seller or mechanics liens resulting from the acts or omissions of Seller. Should any such Title Objections remain -uncured as of the expiration of the Inspection Period,then Buyer's exclusive rights under this Agreement shall be to either(i)terminate this Agreement by delivering written notice thereof by the expiration of the Inspection Period,in which case the Earnest Money shall be refunded to Buyer after Buyer delivers to Seller copies of all surveys, inspections, and reports that Buyer obtained for the Property and the applicable Independent Consideration shall be promptly paid over to Seller and thereafter neither Buyer nor Seller shall have any further rights or obligations hereunder (except for those which expressly survive the termination hereof), or(ii)waive any Title Objections and close under this Agreement. In the event that Buyer does not timely terminate this Agreement as provided herein, then Buyer shall be deemed to have approved the state of the title to the Property, and Buyer shall have no further right to terminate this Agreement related thereto. 8. Representations and Warranties. (a) Seller represents and warrants to Buyer that Seller is a duly organized and validly existing limited liability company in good standing under the laws of the state of its organization. Seller has or will have as of the Closing full capacity, right,power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and any required action and approvals therefor have been or will be as of the Closing duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are or will be as of the Closing duly authorized to sign the same on Seller's behalf and to bind Seller thereto. Neither the execution, delivery or performance of this Agreement by Seller, nor the consummation of the transactions contemplated hereby will violate any order,judgment,injunction,award or decree of any court or arbitration body,by or to which Seller or the Property are or may be bound or subject. All representations and warranties of Seller set forth herein shall survive the Closing or earlier termination of this Agreement for a period of six(6)months; and all suits or actions for breach of any such representations or warranties must be brought within two years and one day following the date on which the cause of action shall have 5 M195/M263 Salazar accrued during the six(6)month survival period, any longer statute of limitations period for the bringing of such actions being hereby waived. (b) Buyer has full capacity,right,power and authority to execute,deliver and perform this Agreement and all documents to be executed by Buyer pursuant hereto, and all required action and approvals therefor have been duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Buyer are and shall be duly authorized to sign the same on Buyer's behalf and to bind Buyer thereto. Neither the execution, delivery or performance of this Agreement by Buyer, nor the consummation of the transactions contemplated hereby will(a)violate or conflict with any provision of the organizational documents of Buyer, or(b)violate any order,judgment, injunction, award or decree of any court or arbitration body, by or to which Buyer is or may be bound or subject. All representations and warranties of Buyer set forth herein shall survive the Closing or earlier termination of this Agreement for a period of six(6)months. Notwithstanding anything in this Section 8(b)to the contrary,this Agreement is subject to receipt of City Council approval as set forth in Section 1(b). 9. Disclaimers; Releases and Limitations. (a) BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS A KNOWLEDGEABLE,EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 8 (AS LIMITED BY THIS SECTION 9) AND IN THE DEED, BUYER DISCLAIMS ANY RELIANCE UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, BROKER, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES. (b) WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE PRECEDING PARAGRAPH, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT,SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY"AS IS", "WHERE IS" AND "WITH ALL FAULTS" AND WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO HABITABILITY,MARKETABILITY,USE OR FITNESS FOR A PARTICULAR PURPOSE) MADE BY SELLER WITH RESPECT TO THE PROPERTY (EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 8(AS LIMITED BY THIS SECTION 9)AND IN THE DEED, ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BUYER ACKNOWLEDGES THAT IT HAS BEEN OR WILL BE GIVEN ADEQUATE TIME TO CONDUCT WHATEVER EXAMINATION, EVALUATIONS, INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY AND ITS CONDITION AS BUYER MAY DESIRE OR DETERMINE WARRANTED,AND THAT BUYER DISCLAIMS ANY RELIANCE ON ANY REPRESENTATION, WARRANTY,STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR ITS CONDITION BY SELLER(EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 8 (AS LIMITED BY THIS SECTION 9) AND IN THE DEED) OR ANY OF SELLER'S AFFILIATES OR ANY MEMBER,OFFICER,DIRECTOR,TRUSTEE,BROKER,AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES,BUT BUYER IS RELYING SOLELY ON ITS OWN EXAMINATION, EVALUATIONS,INSPECTIONS,REVIEWS, STUDIES OR TESTS OF THE PROPERTY. 6 M195/M263 Salazar (c) WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS, EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 8(AS LIMITED BY THIS SECTION 9), BUYER EXPRESSLY RELEASES AND DISCHARGES SELLER AND ITS AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS, BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS,CLAIMS,ADMINISTRATIVE PROCEEDINGS,JUDGMENTS,DAMAGES,FINES, COSTS,AND LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE "CLAIMS") (WHETHER KNOWN OR UNKNOWN, AND WHETHER CONTINGENT OR LIQUIDATED) INCLUDING BUT NOT LIMITED TO THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically includes any Claims under any Environmental Laws or with respect to any Environmental Risk. "Environmental Laws"means all applicable legal requirements regarding health,safety or the environment and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act(42 U.S.C.§§6901 et seq.),the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.),the Emergency Planning and Community Right to Know Act(42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Hazardous Materials Transportation Act(49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health Act(29 U.S.C. §§ 651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as any of the same may be amended from time to time,and any other state or local law dealing with environmental matters,and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of whether the same are in existence on the date of this Agreement. IT IS SPECIFICALLY INTENDED BY SELLER AND BUYER THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, WITHOUT LIMITATION,PRE-EXISTING CONDITIONS,STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES [INCLUDING SELLER], WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT,ACTIVE OR PASSIVE). An"Environmental Risk"consists of(a)the presence of any asbestos or asbestos containing materials, (b)the presence, Release,threatened Release, discharge, or threatened discharge of any radioactive materials or "hazardous substance" or "hazardous waste" (as defined by any Environmental Laws), or (c) the presence, Release, threatened Release, discharge, or threatened discharge of any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). "Release"shall mean without limitation any spilling,leaking,pumping,pouring,emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels,containers and other closed receptacles). (d) THE PROVISIONS OF THIS SECTION 9 SHALL SURVIVE CLOSING WITHOUT LIMITATION. 10. The Closing. (a) The Closing Date. The closing ("Closing") shall take place at the Title Company's office on a date and time mutually agreed upon by the parties (the "Closing Date") which is THIRTY (30) days after the expiration of the Inspection Period but not later than December 31, 2019. Neither party shall have the obligation to have an authorized representative physically present at the Closing. All documents and payments shall be delivered on the Closing Date in escrow at the place of Closing specified herein. 7 M1951M263 Salazar (b) _Seller's Closing Requirements. At the Closing, Seller will: (i) execute, acknowledge and deliver a special warranty deed in the form attached to this Agreement as EXHIBIT B, subject to the insertion of the Permitted Exceptions; (ii) execute and deliver a declaration of non-foreign status; (iii)deliver evidence that the person executing the Seller's closing documents is authorized to bind Seller; (iv) execute and deliver a closing or settlement statement prepared by the Title Company and approved by Seller detailing the net proceeds due to Seller,after taking into account the allocation of closing costs under this Agreement; and (v) execute and deliver any notices, affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing. (c) Buyer's Closing Requirements. At the Closing,Buyer will: (i)pay the Purchase Price in immediately available funds, credit being given for the Earnest Money; (ii) execute and deliver a closing or settlement statement prepared by the Title Company and approved by Buyer detailing the gross amount due from Buyer,after taking into account the allocation of closing costs under this Agreement;and (iii)execute and deliver any notices, affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing. 11. Closing Costs. Seller and Buyer shall pay the closing costs as follows: (a) Taxes. The real and personal property taxes for the Property for the year in which the Closing occurs shall be prorated on a calendar year and per diem basis as of the Closing Date(based on actual ad valorem taxes for the year preceding the Closing),with Seller paying for such taxes through the Closing Date and Buyer paying for such taxes thereafter. If this sale or Buyer's use of the Property after Closing results in the assessment of additional taxes, penalties or interest("Roll Back Taxes")for periods prior to Closing,the Roll Back Taxes will be the obligation of Buyer.Obligations imposed by this paragraph will survive Closing. (b) Fees and Costs. Seller and Buyer shall split equally any and all customary closing costs, fees and other charges of the Title Company. Buyer and Seller shall pay their respective attorneys' fees. (c) Recording Fees. Buyer shall pay the costs for recording the Deed. Seller shall pay the costs of recording any document to cure a Title Objection which Seller elects to cure, and any and all other recording costs shall be paid by Buyer, including for any financing. (d) Title Policy. Seller shall pay the costs to issue the Title Commitment and the premium for the basic Title Policy.Buyer shall pay the costs of any additional premiums for endorsements or extended coverage, including the costs associated with the removal of the so-called survey exception. Buyer shall pay all costs associated with any title costs for financing, including lender's title insurance premiums,if any. (e) Survey. Buyer shall pay the cost and expense of the Survey. 12. Possession. On the Closing Date, Seller shall deliver possession of the Property to Buyer, free,clear and discharged of possession or use and the right of possession or use by any and all individuals and entities except for the Permitted Exceptions. 13. Commissions. Contingent entirely on the completion of the Closing of the transaction contemplated hereby in accordance with the terms hereof, then at Closing, Seller shall pay a real estate commission in a total amount equal to 6% of the Purchase Price to Eric Walsh of Giordano, Wegman, Walsh & Associates ("Broker"). Both parties represent and warrant to each other that neither has dealt with any broker or finder(other than the Broker)in respect to the transaction contemplated hereby. Seller 8 M1951M263 Salazar covenant and agrees that it will defend, indemnify and hold the Buyer harmless from and against all liabilities, claims, demands and actions by third parties for brokerage, commission, finder's or other fees relative to negotiation or execution of this Agreement, or the purchase and sale of the Property, and any court costs, attorneys' fees or other costs or expenses arising therefrom, alleged to be due to the indemnifying party's acts. Such indemnities shall survive any termination or Closing of this Agreement. 14. Risk of Loss. (a) Material Casualty. All risk of loss to the Property shall remain with Seller prior to Closing. If the Property is damaged by any casualty or other occurrence prior to the Closing,Seller shall promptly notify Buyer in writing(the"Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage,and Seller's good faith reasonable determination as to whether or not the casualty damage is covered by Seller's insurance. If the Property is materially damaged prior to Closing and Seller is either unable or unwilling to restore the Property prior to Closing to substantially the same condition it was prior to the casualty,then at Buyer's sole option, Buyer may (i) elect to terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date,in which event the Earnest Money shall be returned to Buyer,all obligations of the parties hereunder shall terminate(other than those matters which expressly survive the early termination of this Agreement),and this Agreement shall otherwise have no further force and effect, or (ii) elect to take the Property as it then is, in which event the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price. Buyer's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to proceed to close the transaction in accordance with the terms of this Agreement. (b) Eminent Domain. In the event all or any material portion of the Land is taken by eminent domain or any eminent domain or condemnation proceeding is instituted (or notice of same is given) prior to Closing, Seller shall promptly notify Buyer in writing (the "Eminent Domain Notice") which shall include a description in reasonable detail of the property to be taken. In such event then at Buyer's sole option, Buyer may (i) elect to terminate this Agreement by giving written notice of such election to Seller and terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date, in which event the Earnest Money shall be returned to Buyer, all obligations of the parties hereunder shall terminate (other than those matters which expressly survive the early termination of this Agreement),and this Agreement shall otherwise have no further force and effect, or(ii) elect to proceed to Closing, in which event Buyer shall take the Property as it then is. Buyer's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to proceed to close the transaction in accordance with the terms of this Agreement. As used herein,a"taking"shall be deemed to include a voluntary conveyance in lieu of a taking by eminent domain. 15. Default and Remedies. (a) Default by Seller. In the event the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller, Buyer may, as Buyer's sole and exclusive remedy, elect by notice to Seller within five (5) days following the scheduled Closing Date,either of the following: (i)terminate this Agreement,in which event Buyer will receive from the Title Company the Earnest Money, whereupon Seller and Buyer will have no further rights or obligations under this Agreement (other than those matters which expressly survive the early termination of this Agreement); or(ii)seek the remedy of specific performance of the Agreement, and in either event, Buyer hereby waives all other remedies, including without limitation,any claim against Seller for damages of any type or kind including,without limitation,consequential or punitive damages. Failure of Buyer to make the foregoing election within the foregoing five(5)day period shall be deemed an election by Buyer to terminate this Agreement and receive from the Title Company the Earnest Money,whereupon Seller and 9 M195/M263 Salazar Buyer will have no further rights or obligations under this Agreement (other than those matters which expressly survive the early termination of this Agreement). (b) Default By Buyer. In the event the Closing and the consummation of the transactions contemplated herein do not occur as provided herein by reason of any default of Buyer, Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement and receive or retain the Earnest Money,such sum being agreed upon as liquidated damages for the failure of Buyer to perform this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining Seller's damages. No delay in the exercise of any right or remedy accruing to Seller upon any breach by Buyer under this Agreement will impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller of any condition or the breach of any term,covenant or condition in this Agreement will not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant or condition in this Agreement. Notwithstanding the foregoing, nothing contained herein will limit Seller's remedies at law,in equity or as herein provided in the event of a breach by Buyer of any of the matters which expressly survive closing after closing or those matters which expressly survive the early termination of this agreement after termination. (c) Consequential and Punitive Damages. Each of Seller and Buyer waive any right to sue the other for any consequential or punitive damages or lost profits for any matter or claim arising under this Agreement. This Section 15(c)shall survive Closing or early termination of this Agreement. 16. Miscellaneous. (a) Anti-Corruption. It shall be a condition to Seller's execution hereof that Buyer and Seller shall have executed Seller's anti-corruption policy letter in the form attached hereto as EXHIBIT C. (b) Severability. If any provision of this Agreement shall be held to be void or unenforceable for any reason,the remaining terms and provisions hereof shall not be affected thereby. (c) Time. Time is of the essence of this Agreement; however, if the terms of this Agreement provide for the performance of any act or the expiration of any time period on a Saturday, Sunday or federal or City of Fort Worth holiday,the due date or the expiration date shall take place on the next date that is not a Saturday,Sunday or federal or City of Fort Worth holiday. (d) Binding Effect; Assignment. The provisions of this Agreement shall inure to the benefit of and bind the legal representatives, successors, and permitted assigns of the parties hereto.Buyer may not assign this Agreement without first obtaining Seller's prior written consent thereto, which can be withheld or denied in Seller's sole and absolute discretion. If Seller consents to an assignment, the originally named Buyer herein shall be released from further liability under this Agreement. Any assignment in contravention of this Section shall be void. Any assignee shall be deemed to have made any and all representations and warranties made by Buyer hereunder, as if the assignee were the original signatory hereto. (e) Amendment and Waiver. This Agreement may be amended only by an instrument in writing executed by Seller and Buyer,with a copy sent to the Title Company. Either Buyer or Seller may waive any requirement to be performed by the other, provided that said waiver shall be in writing and executed by the party waiving the requirement. (f) Integrated Agreement. This Agreement, together with the Exhibits hereto, constitutes the entire agreement between Buyer and Seller relating to the sale and purchase of the Property, 10 M195/M263 Salazar and there are no agreements,understandings,restrictions,warranties,or representations with respect to the Property between Buyer and Seller other than those set forth herein. (g) Choice of Law. It is the intention of Seller and Buyer that the laws of Texas shall govern the validity of this Agreement,the construction of its terms, and the interpretation of the rights and obligations of Buyer and Seller hereunder. If either party employs an attorney or attorneys to enforce any of the provisions hereof, or to recover damages for the breach of this Agreement,the non-prevailing party in any final judgment or award agrees to pay the other party all reasonable costs, charges and expenses, including reasonable attorney's fees, expended or incurred in connection therewith, not to exceed $100,000.00. Venue for any suit brought under this Agreement shall be in a court of competent jurisdiction in Tarrant County,Texas. (h) Confidentiality. Buyer agrees to treat as confidential the existence of this Agreement and the terms hereof(including but not limited to the Purchase Price), all of the information which is a part of the Due Diligence Materials and any proprietary, confidential or otherwise non-public data, information and knowledge relating to the Property which is provided to or acquired by Buyer, regardless of the source thereof(the"Confidential Information"). Buyer agrees not to disclose,reveal or divulge any Confidential Information to any other entity or person whomsoever, except for Buyer's legal counsel, bank, financial institution, or entity funding or proposing to fund participation by the Buyer including any professional consultants and advisors in connection with this Agreement(and in such event, Buyer shall direct its counsel or other such advisors not to disclose,reveal or divulge any such Confidential Information and Buyer shall be liable for any breach hereof by such counsel or advisors), or to use the Confidential Information other than in connection with this Agreement. This provision and the obligations hereunder shall survive any termination of this Agreement and shall continue in full force and effect until the earlier of(i)the Closing of the purchase and sale under this Agreement,or(ii)that date which is two(2) years after the date on which this Agreement is terminated. The foregoing shall not preclude any required Closing disclosures such as any declarations or other filings,or disclosure required by law or governmental regulation, including but not limited to a court order, subpoena, civil investigative demand or similar or judicial, legislative, regulatory, or administrative body, committee or process. Notwithstanding anything in this Agreement to the contrary,Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer are subject to disclosure under the Texas Public Information Act; to the extent the Agreement requires that Buyer maintain records in violation of the Act, Buyer hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. (i) Notice. Any notices or other communications required or permitted by this Agreement shall be in writing and delivered personally, or by messenger or a nationally recognized overnight courier service, or by email,or alternatively, shall be sent by United States certified mail,return receipt requested. The effective date of any notice shall be(a)if by personal delivery,messenger or courier service,the date of delivery of the notice,(b) if mailed, on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as non-deliverable, as the case may be, or(c) if by email, on the date the email is sent if the email is sent prior to 5:00 p.m. Central Time or on the date after the email is sent if the email is sent after 5:00 p.m. Central Time. Notices on behalf of either party may be given by the attorneys representing such party. The parties hereby designate the addresses set forth below as their respective notice addresses under the Agreement. 11 M195/M263 Salazar If to Seller: If to Buyer: c/o TEP Barnett USA,LLC Laura Morales 1201 Louisiana Street, Suite 1800 Sr Land Agent,Property Management Dept. Houston,TX 77002 900 Monroe Street, Suite 404 Attn: Legal Department Fort Worth, TX 76102 Email:rich.frazier@total.com Email: laura.morales@fortworthtexas.gov c/o TEP Barnett USA,LLC With a copes 301 Commerce Street, Suite 3701 Fort Worth,TX 76102 City Attorney's Office Attn:Julie Jones,P.E. 200 Texas Street Email:julie.jones@total.com Fort Worth,TX 76102 Attn:Leann Guzman With a copes: Email: Leann.Guzman@fortworthtexas.gov Jackson Walker LLP 1401 McKinney Street, Suite 1900 Houston,TX 77010 Attn:Thad H.Armstrong Email:trmstrong@jw.com 0) Full Execution. This Agreement shall be deemed fully executed and binding upon Buyer and Seller and if and when Buyer and Seller have executed this Agreement or separate counterparts and-Buyer has deposited the Earnest Money with the Title Company. The Title Company's execution of this Agreement shall not be required for full execution of this Agreement but shall merely evidence the Title Company's acceptance of its obligations hereunder as set forth below. (k) Non-Survival. Except as otherwise stated in this Agreement, all terms and provisions contained in this Agreement shall merge into the documents executed and/or delivered at Closing and shall not survive Closing. (1) Limitation of Liability. In no event whatsoever shall Seller's liability (if any) under this Agreement and the Closing documents (including any such liability for attorney's fees and expenses) exceed, in the aggregate, an amount equal to the Purchase Price. In addition, in no event whatsoever shall recourse be had or liability asserted against any of Seller's members, shareholders, employees, agents, directors, officers or other owners of Seller or their respective constituent partners. Seller's direct and indirect shareholders, partners,members, beneficiaries and owners and their respective trustees, officers, directors, employees, agents and security holders, assume no personal liability for any obligations entered into on behalf of Seller under this Agreement and the Closing documents. (m) Waiver of Jury Trial. DELETED BY AGREEMENT OF THE PARTIES. (n) Recordation. Buyer and Seller agree not to record this Agreement or any memorandum hereof in any public records and any efforts to record or the recording of this Agreement or any memorandum hereof shall be an event of default on the part of the party which attempts to record or does record the same. (o) Sophistication of the Parties. Each party to this Agreement hereby acknowledges and agrees that it has consulted legal counsel in connection with the negotiation and preparation of this Agreement, that it is sophisticated and experienced in real estate transaction matters, and has bargaining 12 M195/M263 Salazar power equal to that of the other parties hereto in connection with the negotiation and execution of this Agreement. (p) Counterparts. This Agreement may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument,but all counterparts hereof taken together shall constitute one and the same instrument. (q) Patriot Act. Buyer (which for this purpose includes its partners, members, principal stockholders and any other constituent entities) (i) has not been designated as a "specifically designated national and blocked person"on the most current list published by the U.S.Treasury Department Office of Foreign Assets Control at its official website, http://www.treas.gov/ofac/tl1 sdn.pdf, or at any replacement website or other replacement official publication of such list and(ii)is currently in compliance with and will at all times during the term of this Agreement(including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute,executive order(including the September 24,2001,executive order blocking property and prohibiting transactions with persons who commit, threaten to commit, or support terrorism), or other governmental action relating thereto. (r) Sovereign Immunity. Nothing herein constitutes a waiver of Buyer's sovereign immunity. To the extent this Agreement requires Buyer to waive its rights or immunities as a government entity,such provisions are hereby deleted and shall have no force or effect. (s) No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of Buyer hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, Buyer shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. Nothing contained herein shall ever be construed so as to require Buyer to create a sinking fund or to access, levy, assess,and collect any tax to fund its obligations under this Agreement. 17. Legal Notices. (a) Texas Real Estate Licensing Act. The Texas Real Estate License Act requires a real estate agent to advise Buyer that he should have an attorney examine an abstract of title to the Property being purchased; or a title insurance Policy should be obtained. Notice to that effect is,therefore, hereby given to Buyer. (b) Annexation. If the Land is located outside the limits of a municipality,the Land may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Land is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Land for further information. 13 M195/M263 Salazar (c) Notice Regarding Possible Liability for Additional Taxes. Seller notifies Buyer under Section 5.010, Texas Property Code, as follows: If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value,the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition,the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change. END OF PAGE—CONTINUED ON NEXT PAGE 14 M195/M263 Salazar SIGNATURE PAGE Seller and Buyer have executed this Agreement on the dates which follow below their respective signatures. Any reference herein to the"Effective Date","the date of this Agreement"or"the date hereof'shall be the date on which the Title Company executes this Agreement below, acknowledging receipt a fully executed copy of this Agreement. SELLER: BUYER: TOTAL E&P USA REAL ESTATE, LLC, CITY OF FORT WORTH a Delaware limited liability company By: By: — Dave opold, Name: YWA/ auA,1,i✓ its President and Chief Executive Officer Title:/,UT9AW ASf j. Cj:ry AiAkuex Date: 0I -7-S 2019 Date: O 2019 TITLE COMPANY: The Title Company acknowledges receipt of this Agreement fully executed by Seller and Buyer on 12019. Fidelity National Title Company -The Baker Firm, PLLC By: The Title Company acknowledges receipt of the Earnest Money on 20I9. Fidelity National Title Company -The Baker Firm, PLLC By: OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX M195/M263 Salazar 15 Attest: ,�: .*.0 City Sec M&C: G;110 Dater` S oip/-t;-0fdq APPROVED AS TO LEGALITY AND FORM ann Guzman Senior Assistant City Attorney-Section Chief 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. Niels Brown Name of Employee/Signature Land Agent Title ❑ This form is N/A as No City Funds are associated with this Contract Printed Name Signature LORDC TARY15-A ,TX EXHIBIT A Lot 1, Block A of the Final Plat Lot 1, Block A Morgan Heights Addition, recorded as Instrument No. D211225706 in the Official Public Records, Tarrant County, Texas 16 M195/M263 Salazar EXHIBIT B FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS § COUNTY OF TARRANT § TOTAL E&P USA REAL ESTATE, LLC("Grantor"), a Delaware limited liability company, for and in consideration of the sum of$10.00 and other good and valuable consideration to Grantor paid by CITY OF FORT WORTH ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, and subject to the reservations and easements described below,has GRANTED,BARGAINED, SOLD and CONVEYED and by these presents does GRANT,BARGAIN, SELL and CONVEY unto Grantee the real property located in Tarrant County, Texas, described on EXHIBIT A, together with all rights, privileges, and appurtenances pertaining thereto(the"Property"), including Grantor's rights,title, and interest in any utilities, adjacent streets, alleys, strips, gores, and rights-of-way related to the Property (the "Ancillary Rights"). The Ancillary Rights are conveyed without warranty of title, express or implied, including, without limitation,the implied warranties in Section 5.023 of the Texas Property Code. This conveyance is made by Grantor and accepted by Grantee subject to the matters listed on EXHIBIT B attached hereto. For Grantor and Grantor's heirs, successors, and assigns forever, a reservation is hereby made of all oil, gas, and other minerals in and under and that may be produced from the Property. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production, the lease,and all benefits from it. Grantor waives and conveys to Grantee the right of ingress and egress to and from the surface of the Property relating to the portion of the mineral estate owned by Grantor, except, however, such waiver of Grantor's right of ingress and egress to and from the surface of the Property does not include,and Grantor expressly reserves the right to conduct,seismic activities on the Property,provided Grantor shall have given Grantee at least seventy-two (72) hours' prior notice thereof. Nothing herein, however, restricts or prohibits the pooling or unitization of the portion of the mineral estate owned by Grantor with land other than the Property;or the exploration or production of the oil,gas,and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the surface of the Property. For Grantor and Grantor's heirs, successors,and assigns forever,a reservation is hereby made of a perpetual subsurface easement under and through the Property for the placement of an unlimited number of well bores from oil or gas wells the surface locations of which are situated on tracts of land other than the Property,for the purpose of developing oil,gas and other minerals in and under the Property and/or any other lands, regardless of whether such other lands are pooled with or located near the Property. 17 M195/M263 Salazar For Grantor and Grantor's heirs, successors, and assigns forever,a reservation is hereby made for the rights to use subsurface reservoirs and pore space in which to inject,dispose,sequester and/or store oil, gas and other minerals located in,on or under the Property but only to the extent,in each case that any such use, injection, disposal, storage, sequestration or storage must be accomplished without disturbing the surface of the Property or any improvements now or hereafter situated thereon and in compliance with all applicable laws. BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE REPRESENTS AND WARRANTS TO GRANTOR THAT GRANTEE IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. GRANTEE ACKNOWLEDGES THAT, EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY UPON,EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT OF GRANTOR OR ANY OF ITS AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF ITS AFFILIATES. WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE PRECEDING PARAGRAPH,AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONVEYANCE,BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED,GRANTEE AGREES THAT GRANTEE IS TAKING THE PROPERTY"AS IS", "WHERE IS"AND "WITH ALL FAULTS"AND WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO HABITABILITY, MARKETABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE) MADE BY GRANTOR WITH RESPECT TO THE PROPERTY (EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED AND IN THIS SPECIAL WARRANTY DEED), ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH EXPRESS AND IMPLIED,ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE ACKNOWLEDGES THAT IT HAS BEEN GIVEN ADEQUATE TIME TO CONDUCT WHATEVER EXAMINATION, EVALUATIONS, INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY AND ITS CONDITION AS GRANTEE MAY DESIRE OR DETERMINE WARRANTED, AND THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR ITS CONDITION BY GRANTOR(EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED AND IN THIS SPECIAL WARRANTY DEED) OR ANY OF GRANTOR'S AFFILIATES OR ANY MEMBER, OFFICER,DIRECTOR, TRUSTEE, AGENT,EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF ITS AFFILIATES, BUT GRANTEE IS RELYING SOLELY ON ITS OWN EXAMINATION,EVALUATIONS,INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY. WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS, EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED, BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE EXPRESSLY RELEASES AND DISCHARGES GRANTOR AND ITS AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS, 18 M195/M263 Salazar BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS, CLAIMS, ADMINISTRATIVE PROCEEDINGS, JUDGMENTS, DAMAGES, FINES, COSTS, AND LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE "CLAIMS") (WHETHER KNOWN OR UNKNOWN, AND WHETHER CONTINGENT OR LIQUIDATED) INCLUDING BUT NOT LIMITED TO THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically includes any Claims under any Environmental Laws or with respect to any Environmental Risk. "Environmental Laws"means all applicable legal requirements regarding health,safety or the environment and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act(42 U.S.C. §§6901 et seq.),the Comprehensive Environmental Response,Compensation and Liability Act of 1980(42 U.S.C. §§ 9601 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Hazardous Materials Transportation Act(49 U.S.C. §§ 1801 et seq.),the Occupational Safety and Health Act(29 U.S.C. §§651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§ 300f et seq.), as any of the same may be amended from time to time,and any other state or local law dealing with environmental matters,and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of whether the same are in existence on the date of this Special Warranty Deed. IT IS SPECIFICALLY INTENDED BY GRANTOR AND GRANTEE THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES [INCLUDING GRANTOR], WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE). An "Environmental Risk"consists of(a)the presence of any asbestos or asbestos containing materials,(b)the presence,Release, threatened Release, discharge, or threatened discharge of any radioactive materials or "hazardous substance" or "hazardous waste" (as defined by any Environmental Laws), or (c) the presence, Release, threatened Release, discharge, or threatened discharge of any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). "Release" shall mean without limitation any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,or disposing into the environment(including the abandonment or discarding of barrels,containers and other closed receptacles). All taxes and other assessments assessed against the Property for the year 2018 have been prorated or otherwise settled between the parties,and Grantee assumes and agrees to pay such taxes and assessments in full. If this Special Warranty Deed or Grantee's use of the Property after the date hereof results in additional taxes or assessments for periods before the date hereof, such taxes and assessments shall be the obligation of and paid by Grantee. TO HAVE AND TO HOLD the Property, subject to the matters set forth above,together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, successors, and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto 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. "SIGNATURE PAGE,ACKNOWLEDGEMENT,AND EXHIBITS TO BE INSERTED" 19 M195/M263 Salazar EXHIBIT C , 2019 Att n: Re: Anti-Corruption Policy and ("Buyer") For and in consideration of the execution of the Contract by Company and other good and valuable consideration, during the term of the Contract, Buyer agrees to fully comply with Company's Anti- Corruption policy set forth on Exhibit A attached to this letter agreement. "Contract" means the agreement pursuant to which Buyer acquires assets from TOTAL E&P USA Real Estate, LLC("Company"). This letter agreement shall be governed by,construed and interpreted in accordance with the laws of the State of Texas without regard to its conflicts of laws provisions. This letter agreement (including any attachments hereto,the provisions of which are hereby incorporated herein)together with the Contract constitutes the entire agreement among the parties with respect to the subject matter hereof. In the event of a conflict between the terms and provisions of the Contract, the terms and provisions of this letter agreement shall govern and control. Please confirm Buyer's agreement with and acknowledgement of the terms and provisions of this letter agreement by executing this letter agreement in the space provided below and returning a copy of the executed letter agreement to Company. Very truly yours, TOTAL E&P USA Real Estate, LLC By: Name: Title: ACKNOWLEDGED AND AGREED: BUYER CITY OF FORT WORTH By: Name: Title: 20 M195/M263 Salazar Exhibit A ANTI-CORRUPTION Definitions CLOSE FAMILY MEMBER means a spouse or partner of a PUBLIC OFFICIAL;one of his/her children,siblings or parents; the spouse or partner of his/her children or siblings; or any household member of a PUBLIC OFFICIAL. COMPANY means TOTAL E&P USA Real Estate, LLC. CONTRACT means the agreement pursuant to which BUYER acquires assets from COMPANY. BUYER means the entity identified in the letter or agreement to which this Exhibit is attached. PUBLIC OFFICIAL means an elected or appointed official, employee or agent of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns,directly or indirectly,a majority or controlling interest; an official of a political party; a candidate for public office; and any official, employee or agent of any public international organization. REPRESENTATIVE means BUYER's, or BUYER's affiliates', directors, officers, members, managers, employees, representatives, agents,successors and assigns. Anti-Corruption Undertakings In recognition of the principles enshrined in the pertinent international and regional conventions on combating corruption and to ensure compliance with the anti-corruption laws applicable to the activities under the CONTRACT, federal and local laws, rules and regulations of the United States, and any other anti-corruption laws otherwise applicable to the parties or their ultimate parent company: 1. BUYER, in respect of the CONTRACT and the matters that are the subject of the CONTRACT, warrants that neither it, nor any of its REPRESENTATIVES, has made or offered and will make or offer any payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the benefit of any PUBLIC OFFICIAL,where such payment, gift, promise or advantage would be for purposes of: (i) influencing any act or decision of such PUBLIC OFFICIAL; (ii) inducing such PUBLIC OFFICIAL to do or omit to do any act in violation of his or her lawful duties; (iii) securing any improper advantage; or (iv) inducing such PUBLIC OFFICIAL to use his or her influence to affect any act or decision of any department, agency or instrumentality of any government or public enterprise. 2. BUYER, in respect of the CONTRACT and the matters that are the subject of the CONTRACT, warrants that it, or any of its REPRESENTATIVES, has not made or offered and will not make or offer any payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the benefit of any person (other than a PUBLIC OFFICIAL) where such payment, gift, promise or advantage would be for purposes of inducing such person to do or omit to do any act in violation of his or her lawful duty or to secure any improper advantage,or otherwise to do something or refrain from doing something that would violate the laws applicable to the activities under the CONTRACT. 3. BUYER shall cause BUYER's REPRESENTATIVES to comply with the obligations set forth in this Exhibit and to provide a copy of this Exhibit and set forth COMPANY's expectations under the terms of their agreements with any subcontractors. 4. All financial settlements, billings and reports rendered to COMPANY shall accurately and in reasonable detail reflect all activities and transactions undertaken in the performance of the CONTRACT. BUYER also shall maintain adequate internal controls to ensure that all payments made in performance of the CONTRACT are authorized and in compliance with the CONTRACT. COMPANY shall have the right to perform itself or through a duly authorized representative, audits at BUYER's premises of all payments made by or on behalf of BUYER for or in connection with any work or services performed under the CONTRACT. BUYER agrees to cooperate fully in any such audit, including by making its books and records available to COMPANY or its duly authorized representative and by answering any questions that COMPANY may have relating to the BUYER's performance under the CONTRACT. 5. All payments by COMPANY to BUYER shall be made in accordance with the terms of payment specified in the CONTRACT. The payment indications notified in the BUYER's invoices shall be deemed to constitute a representation and warranty by BUYER that the bank account so notified is owned solely by BUYER and that no person other than BUYER has any ownership of or interest in such account. 6. Intentionally Deleted. 7. Without prejudice to any other rights or remedies COMPANY otherwise may have hereunder or at law, including but not limited to damages for breach of the CONTRACT, if any of the undertakings or requirements of this Exhibit have not been complied with or fulfilled by BUYER in any material respect, COMPANY shall have the right: (i) to suspend payment and/or require reimbursement of any advance payment made under the CONTRACT, and/or (ii) to suspend and/or terminate the CONTRACT for BUYER's default with immediate effect. 22 M195/M263 Salazar 2019 City of Fort Worth 900 Monroe Street,Suite 404 Fort Worth,TX 76102 Attn: Laura Morales,Sr Land Agent, Property Management Dept. Re: Anti-Corruption Policy and City of Fort Worth ("Buyer") For and in consideration of the execution of the Contract by Company and other good and valuable consideration, during the term of the Contract, Buyer agrees to fully comply with Company's Anti- Corruption policy set forth on Exhibit A attached to this letter agreement. "Contract" means the agreement pursuant to which Buyer acquires assets from TOTAL E&P USA Real Estate, LLC("Company"). This letter agreement shall be governed by,construed and interpreted in accordance with the laws of the State of Texas without regard to its conflicts of laws provisions. This letter agreement (including any attachments hereto,the provisions of which are hereby incorporated herein)together with the Contract constitutes the entire agreement among the parties with respect to the subject matter hereof. In the event of a conflict between the terms and provisions of the Contract, the terms and provisions of this letter agreement shall govern and control. Please confirm Buyer's agreement with and acknowledgement of the terms and provisions of this letter agreement by executing this letter agreement in the space provided below and returning a copy of the executed letter agreement to Company. Very truly yours, TOTAL E&P USA Real Estate, LLC By: ___T�)_ Na Title: ACKNOWLEDGED AND AGREED: BUYER CITY OF FORT WORTH By:_/K y,� Name: M I95/M263 Salazar Exhibit A ANTI-CORRUPTION Definitions CLOSE FAMILY MEMBER means a spouse or partner of a PUBLIC OFFICIAL;one of his/her children,siblings or parents; the spouse or partner of his/her children or siblings; or any household member of a PUBLIC OFFICIAL. COMPANY means TOTAL E&P USA Real Estate, LLC. CONTRACT means the agreement pursuant to which BUYER acquires assets from COMPANY. BUYER means the entity identified in the letter or agreement to which this Exhibit is attached. PUBLIC OFFICIAL means an elected or appointed official, employee or agent of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns,directly or indirectly,a majority or controlling interest; an official of a political party; a candidate for public office; and any official, employee or agent of any public international organization. REPRESENTATIVE means BUYER's, or BUYER's affiliates', directors, officers, members, managers, employees, representatives, agents,successors and assigns. Anti-Corruption Undertakings In recognition of the principles enshrined in the pertinent international and regional conventions on combating corruption and to ensure compliance with the anti-corruption laws applicable to the activities under the CONTRACT, federal and local laws, rules and regulations of the United States, and any other anti-corruption laws otherwise applicable to the parties or their ultimate parent company: 1. BUYER, in respect of the CONTRACT and the matters that are the subject of the CONTRACT, warrants that neither it, nor any of its REPRESENTATIVES, has made or offered and will make or offer any payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the benefit of any PUBLIC OFFICIAL, where such payment, gift, promise or advantage would be for purposes of: (i) influencing any act or decision of such PUBLIC OFFICIAL; (ii) inducing such PUBLIC OFFICIAL to do or omit to do any act in violation of his or her lawful duties; (iii) securing any improper advantage;or (iv) inducing such PUBLIC OFFICIAL to use his or her influence to affect any act or decision of any department, agency or instrumentality of any government or public enterprise. M 195/M263 Salazar 2. BUYER, in respect of the CONTRACT and the matters that are the subject of the CONTRACT, warrants that it, or any of its REPRESENTATIVES, has not made or offered and will not make or offer any payment, gift, promise or other advantage, whether directly or through intermediaries, to or for the benefit of any person (other than a PUBLIC OFFICIAL) where such payment, gift, promise or advantage would be for purposes of inducing such person to do or omit to do any act in violation of his or her lawful duty or to secure any improper advantage,or otherwise to do something or refrain from doing something that would violate the laws applicable to the activities under the CONTRACT. 3. BUYER shall cause BUYER's REPRESENTATIVES to comply with the obligations set forth in this Exhibit and to provide a copy of this Exhibit and set forth COMPANY's expectations under the terms of their agreements with any subcontractors. 4. All financial settlements, billings and reports rendered to COMPANY shall accurately and in reasonable detail reflect all activities and transactions undertaken in the performance of the CONTRACT. BUYER also shall maintain adequate internal controls to ensure that all payments made in performance of the CONTRACT are authorized and in compliance with the CONTRACT. COMPANY shall have the right to perform itself or through a duly authorized representative, audits at BUYER's premises of all payments made by or on behalf of BUYER for or in connection with any work or services performed under the CONTRACT. BUYER agrees to cooperate fully in any such audit, including by making its books and records available to COMPANY or its duly authorized representative and by answering any questions that COMPANY may have relating to the BUYER's performance under the CONTRACT. 5. All payments by COMPANY to BUYER shall be made in accordance with the terms of payment specified in the CONTRACT. The payment indications notified in the BUYER's invoices shall be deemed to constitute a representation and warranty by BUYER that the bank account so notified is owned solely by BUYER and that no person other than BUYER has any ownership of or interest in such account. 6. Intentionally Deleted. 7. Without prejudice to any other rights or remedies COMPANY otherwise may have hereunder or at law, including but not limited to damages for breach of the CONTRACT, if any of the undertakings or requirements of this Exhibit have not been complied with or fulfilled by BUYER in any material respect, COMPANY shall have the right: (i) to suspend payment and/or require reimbursement of any advance payment made under the CONTRACT, and/or (ii) to suspend and/or terminate the CONTRACT for BUYER's default with immediate effect. M 195/M263 Salazar 200 City of Fort Worth FortortTexasStreet Worth,Texas Legislation Details File#: M&C 19-0210 Version: 1 Name: Type: Land Consent Status: Passed File created: 9/19/2019 In control: CITY COUNCIL On agenda: 9/24/2019 Final action: 9/24/2019 Title: Authorize the Acquisition of Approximately 9.53 Acres of Vacant Land Located at 3255 and 3257 Schwartz Avenue in the Amount of$757,160.00 from Total E&P USA Real Estate, LLC, and Pay $12,000.00 in Estimated Closing Costs,Adopt Appropriation Ordinance and Dedicate the Property as Lebow Park (COUNCIL DISTRICT 2) Sponsors: Indexes: Code sections: Attachments: 1. M&C 19-0210, 2. GIS Map of 3255-3257 Schwartz Ave.pdf, 3. 21SCHWARTZ_VOLUNTARY ACQUISITION_30110_AO v2.pdf Date Ver. Action By Action Result 9/24/2019 1 CITY COUNCIL City of Fort Worth Page 1 of 1 Printed on 9/25/2019 powered by LegistarTIA City of Fort Worth, Texas Mayor and Council Communication DATE: 09/24/19 M&C FILE NUMBER: M&C 19-0210 LOG NAME: 21 SCHWARTZ VOLUNTARY ACQUISITION SUBJECT Authorize the Acquisition of Approximately 9.53 Acres of Vacant Land Located at 3255 and 3257 Schwartz Avenue in the Amount of$757,160.00 from Total E&P USA Real Estate, LLC,and Pay$12,000.00 in Estimated Closing Costs,Adopt Appropriation Ordinance and Dedicate the Property as Lebow Park(COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1.Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the amount of$772,160.00 from available funds for the property acquisition; 2.Authorize the execution of an agreement for the acquisition of approximately 9.53 acres of vacant land located at 3255 and 3257 Schwartz Avenue in the amount of$757,160.00 from Total E&P USA Real Estate, LLC; 3.Authorize the payment of the estimated closing costs in the amount of$12,000.00; 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 parkland to be known as Lebow Park,effective upon conveyance. DISCUSSION: The purpose of this Mayor and Council Communication(M&C)is to acquire land located in the northern sector of Park Planning District 4 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 Park&Recreation Department(PARD)conducted an assessment of potential property in the northern sector of Park Planning District 4 for neighborhood parkland acquisition. The proposed acquisition is located in Neighborhood Park Unit 4.13-3 which is underserved by 15.70 acres of neighborhood-based parkland. Upon completion of internal staff assessment of various parcels,the site located at 3255 and 3257 Schwartz Avenue was found most suited for a neighborhood park. The site is also adjacent to City-owned property identified for the Lebow Channel watershed improvements project located along the southern boundary of the property and could provide minimally invasive channelization encroachment space should there be a need. Future development of this site as a neighborhood park can support a trail connection to Trail Drivers Park to the south and extend to the Trinity River trail corridor. An independent appraisal was conducted and the property owner has agreed to the negotiated purchase price of$757,160.00. The real estate taxes will be pro-rated with the Seller being responsible for taxes due up to the closing date. The mineral estate will not be acquired. The deed will contain a surface waiver for the exploration of the mineral estate. Staff has obtained an environmental study and survey of the property. Staff recommends acquiring the approximately 9.53 acres of vacant land located at 3255 and 3257 Schwartz Avenue from Total E&P USA Real Estate, LLC,to help meet an underserved need in this sector of the City. In order to address safety concerns present in the proposed park area,there will be a one-time cost of$3,000.00 to be paid out of park dedication funds for the removal of three drive approaches,installation of curb and gutter assembly,removal of debris,and site leveling and grading. 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 $17,593.00. When the park is developed,additional funding will be requested for maintenance operations of the added facilities. Funding for operations and maintenance will be allocated into the Park&Recreation Department's base budget beginning Fiscal Year 2021. The property is located in COUNCIL DISTRICT 2. 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 PARD Dedication Fees Fund. Prior to expenditures being made,the participating department has the responsibility to validate the availability of funds. The Director of Finance certfies that parkland maintenance costs will not result in any additional appropriations in the Fiscal Year 2020 Budget. Submitted for City Manager's Office by. Kevin Gunn 2015 Originating Business Unit Head: Roger Venables 6334 David Creek 5704 Additional Information Contact: Laura B Morales 2311