HomeMy WebLinkAboutContract 41551 (2)CITY SECRETARY
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REAL PROPERTY EXCHANGE AGREEMENT
TES REAL PROPERTY EXCHANGE AGREEMENT ("Agreement") is entered into by
and between the City of Port Worth, Texas, a home -rule municipal corporation (referred to herein
as the "City"), and the Tarrant Regional Water District, a water control and improvement district
(referred to herein as the "District").
W'i3EREAS, the City owns fee simple title to that certain narrow strip of real property
described in Exhibit "A" attached hereto (hereafter, "Tract A");
WHEREAS, the City acquired Tract A by those deeds recorded in Volume 940, Page
158, and Volume 941, Page 17, and Volume 938, Page 424, Real Property Records, Tarrant
County, Texas for authorized public purposes of. the City;
WHEREAS, the District owns fee simple title to that certain narrow strip of real property
described in Exhibit "B" attached hereto (hereafter, "Tract B");
WHEREAS, the District acquired the Tract B by that deed recorded in Volume 4162,
Page 393, Real Property Records, Tarrant County, Texas for authorized public purposes of the
District;
ict,
WHEREAS, by virtue of their respective ownerships of fee simple title to Tract A and
Tract B, the District and the City are "abutting property owners" as that term is used in Section
272.001(b), Texas Local Government Code;
WHEREAS, the District and the City are each a "governmental entity that has the power
of eminent domain" as that term is used in Section 272.0o l (b)(5), Texas Local Government
Code;
WHEREAS, as authorized by Section 272.001(b), Texas Local Government Code, and
other applicable law and in accordance with the terms and conditions of this Agreement, the
District and the City desire to exchange their respective interests in Tract A and Tract B and
thereafter use such properties for authorized public purposes of the District and the City; and
WHEREAS, Tract A and Tract B are narrow strips of real property, that because of their
shape and small area, cannot be used independently under current zoning and other applicable
development control ordinances.
NOW THEREFORE, in consideration of the mutual covenants, agreements, and
undertakings herein set forth and the recitals set forth above, which are not recitals only but form
part of this Agreement, the City and the District do covenant and agree as follows:
OFFICIAL RECORD
!CITY SECRETARY
Ft VVORTH, TX
ARTICLE 1
EXCHANGE
1.1 Agreement to Exchange.
(a) Subject to the terms, provisions, and conditions set forth in this
Agreement, the City agrees to convey Tract A to the District, together with all and
singular the rights and appurtenances pertaining to the property, including any right title
and interest of the City in and to adjacent streets, alleys, or rights -of -way, and any
improvements, fixtures and personal property situated on and attached to Tract A, save
and except the reservations contained in this Agreement (all of the property, rights, and
appurtenances that the City agrees to convey are referred to herein as `Property A")
(b) Subject to the terms, provisions, and conditions set forth in this
Agreement, the District agrees to convey Tract B to the City, together with all and
singular the rights and appurtenances pertaining to the property, including any right, title
and interest of the District in and to adjacent streets, alleys, or rights -of -way, and any
improvements, fixtures, and personal property situated on and attached to Tract B, save
and except the reservations contained in this Agreement (all of the property, rights, and
appurtenances that the District agrees to convey are referred to herein as `Property B").
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE CITY
The City represents and warrants to the District the following:
2.1 Organization. The City is a home -rule municipal corporation situated in Tarrant,
Parker, Denton and Wise Counties, Texas duly organized, validly existing, and in good standing
under the laws of the state of Texas, duly qualified to carry on its business in the State of Texas.
2.2 Power and Authority. The City has all requisite power and authority to carry on
its business as presently conducted, to enter into this Agreement, and to perform its obligations
under this Agreement including the conveyances described in Section 1.1. The execution,
delivery, and performance of this Agreement and the transactions described in this Agreement
have been duly and validly authorized by all requisite action on the part of the City. The
execution, delivery, and performance of this Agreement and the transactions described in this
Agreement will not violate or be in conflict with any provision of any agreement or instrument to
which the City is a party or by which the City is bound, or any charter, statute, law, rule,
regulation, judgment, decree, order, writ, or injunction applicable to the City.
2.3 Binding Obligation. This Agreement has been duly executed and delivered on
behalf of the City. This Agreement constitutes a legal, valid, and binding obligation of the City.
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2.4 Legal Actions. No suit, action, or other proceeding, including, without limitation,
a condemnation or similar proceeding or assessment, is pending or, to the best of the City's
knowledge, threatened in any court or governmental agency against all or any part of Property A.
2.5 Real Estate Commissions. The City has not incurred any liability for brokerage
fees or agents' commissions in connection with this Agreement.
2.6 Validity at Closing. The representations and warranties of the City shall be true
on the date of the Closing.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE DISTRICT
The District represents and warrants to the City the following:
3.1 Organization. The District is a water control and improvement district duly
organized validly existing, and in good standing under the laws of the State of Texas, duly
qualified to carry on its business in the State of Texas.
3.2 Power and Authority. The District has all requisite power and authority to carry
on its business as presently conducted, to enter into this Agreement, and to perform its
obligations under this Agreement, including the conveyances described in Section 1.1. The
execution, delivery, and performance of this Agreement and the transactions described in this
Agreement have been duly and validly authorized by all requisite action on the part of the
District. The execution, delivery, and performance of this Agreement and the transactions
described in this Agreement will not violate or be in conflict with any provision of any agreement
or instrument to which the District is a party or by which the District is bound, or any statute
Iaw, rule, regulation, judgment, decree, order, writ or injunction applicable to the District.
3.3 Binding Obligation. This Agreement has been duly executed and delivered on
behalf of the District. This Agreement constitutes a legal, valid, and binding obligation of the
District.
3.4 Legal Actions. No suit, action, or other proceeding, including, without limitation,
a condemnation or similar proceeding or assessment, is pending or, to the best of the District's
knowledge, threatened in any court or governmental agency against all or any part of Property B.
3.5 Real Estate Commissions. The District has not incurred any liability for
brokerage fees or agents' commissions in connection with this Agreement.
3.6 Validity at Closing. The representations and warranties of the District shall be
true on the date of the Closing.
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ARTICLE 4
SURVEY, INSPECTION, AND TITLE TO PROPERTY A
4.1. Survey. Within forty-five (45) days of the Effective Date (as defined below) of
this Agreement, the District shall obtain and deliver to the City, at the District's sole cost and
expense, a current survey of Property A prepared by a mutually agreed -upon licensed surveyor or
registered engineer. The survey shall include:
(a) the location of all improvements, highways, streets, roads, railroads, rivers,
creeks, or other water courses fences, easements, and rights -of -way on or adjacent to
Property A, if any;
(b) the surveyor's certification that there are no encroachments on Property A;
(c) the number of total square feet comprising Property A; and
(d) a metes and bounds description of Property A.
4.2 Insnection. Beginning five (5) days after the date of this Agreement, the District
shall have the right to:
(a) enter and inspect all or any part of Property A;
(b) conduct soil analysis, core drilling, or other tests of the surface or
subsurface of Property A, provided that the tests do not unreasonably interfere with the
City's use of Property A;
(c) conduct an inventory of all personal property and fixtures on Property A
and;
(d) make such other inspections of Property A and matters related thereto as
the District may determine are reasonably neccessary.
The District agrees to give the City twenty-four (24) hours' notice prior to performing such
inspections. The City agrees to reasonably cooperate with the District's inspection(s) of Property
A. In the event that any inspection conducted by the District reveals any fact, matter or condition
to exist with respect to Property A that is unacceptable to the District in its sole and absolute
discretion, the District, upon written notice to the City, shall be entitled to terminate this
Agreement by providing written notice of termination to the City prior to the Closing, and
thereafter the District shall have no further liability or obligation hereunder.
4.3 Commitment. Within five (5) business days after the Effective Date of this
Agreement, the City shall, at the District's sole cost and expense, cause to be furnished to the
District a Commitment for Title Insurance ("Commitment') issued by Rattikin Title Company
setting forth the state of the title to Property A and all exceptions, including easements,
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restrictions, rights -of -way, covenants, reservations, and other conditions, if any, affecting
Property A which would appear in an Owner's Title Policy, if issued. Along with such
Commitment, the City shall also furnish the District, at the District's sole cost and expense, with
true, legible copies of all documents ("Title Documents") affecting the title to Property A.
4.4 Review of Survey and Commitment the District Objections. In the event any
matters reflected in the Commitment, Title Documents or Survey applicable to Property A (other
than the standard printed exceptions) are unacceptable to the District, then the District shall,
within five (5) business days after the District's receipt of the last of such Survey, Commitment
and Title Documents (such five (5) business day period is referred to as the "the District
Objection Period"), notify the City in writing of all unacceptable matters (the "the District
Objections' ), provided that the District shall not be required to object to Schedule C items in the
Committment which shall be deemed to be the District Objections. The City will have five (5)
business days from receipt of the District's notice to notify the District in writing whether the
City agrees to cure the the District Objections before Closing (such notice referred to as the "the
City Cure Notice"). If the City does not timely give the the City Cure Notice or timely gives the
the City Cure Notice but does not agree to cure all of the the District Objections before Closing,
the District may, within five (5) business days after the deadline for the giving of the the City
Cure Notice, notify the City in writing that this Agreement is terminated, and thereafter the
District shall have no further liability or obligation hereunder. If such notice of termination is
not delivered to the City within such five (5) business day period, the District shall be deemed to
have accepted such title as the City can deliver Any exceptions to title or other matters reflected
by the Survey, the Commitment (with the exception of Schedule C items, which shall be deemed
to be District Objections) or the Title Documents (i) to which the District does not object within
the the District Objection Period or (ii) to which the District objects but which the City does not
agree to cure, shall be deemed to be Permitted Exceptions (herein so called), subject in the latter
case, however, to the District's right of termination as hereinabove provided.
ARTICLE 5
SURVEY, INSPECTION, AND TITLE TO PROPERTY B
5.1 Survey. Within forty-five (45) days of the Effective Date of this Agreement, the
District shall obtain and deliver to the City, at the District's sole cost and expense, a current
survey of Property B prepared by a mutually agreed upon licensed surveyor or registered
engineer. The survey shall include:
(a) the location of all improvements, highways, streets, roads, railroads, rivers,
creeks, or other water courses fences, easements, and rights -of -way on or adjacent to
Property B, if any;
(b) the surveyor's certification that there are no encroachments on Property B;
(c) the number of total square feet comprising Property B; and
(d) a metes and bounds description of Property B.
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5.2 Inspection. Beginning five (5) days after the Effective Date of this Agreement,
the City shall have the right to:
(a) enter and inspect all or any part of Property B;
(b) conduct soil analysis core drilling, or other tests of the surface or
subsurface of Property B provided that the tests do not unreasonably interfere with the
District's use of Property B;
(c)
and
conduct an inventory of all personal property and fixtures on Property B;
(d) make such other inspections of Property B and matters related thereto as
the District may determine are reasonably neccessary.
The City agrees to give the District twenty-four (24) hours' notice prior to performing such
inspections. The District agrees to reasonably cooperate with the City's inspections) of Property
B. In the event that any inspection conducted by the City reveals any fact, matter or condition to
exist with respect to Property B that is unacceptable to the City in its sole and absolute discretion,
the City upon written notice to the District shall be entitled to terminate this Agreement by
providing written notice of termination to the District prior to the Closing, and thereafter the City
shall have no further liability or obligation hereunder .
5.3 Commitment. Within five (5) business days after the date of this Agreement, the
District shall, at the District's sole cost and expense, cause to be furnished to the City a
Commitment for Title Insurance ("Commitment") issued by Rattikin Title Company setting forth
the state of the title to Property B and all exceptions, including easements, restrictions, rights -of -
way, covenants reservations and other conditions, if any, affecting Property B which would
appear in an Owner's Title Policy, if issued. Along with such Commitment, the District shall
also furnish the City, at the District's sole cost and expense, with true, legible copies of all
documents ("Title Documents') affecting the title to Property B.
5.4 Review of Survev and Commitment; the City Objections. In the event any matters
reflected in the Commitment, Title Documents or Survey applicable to Property B (other than the
standard printed exceptions) are unacceptable to the City, then the City shall within five (5)
business days after the City's receipt of the last of such Survey, Commitmentand Title
Documents (such five (5) business day period is referred to as the "the City Objection Period"),
notify the District in writing of all unacceptable matters (the ' the City Objections"), provided
that the City shall not be required to object to Schedule C items in the Commitment, which shall
be deemed to be the City Objections. The District will have five (5) business days from receipt
of the City's notice to notify the City in writing whether the District agrees to cure the the City
Objections before Closing (such notice referred to as the "the District Cure Notice"). If the
District does not timely give the the District Cure Notice or timely gives the the District Cure
Notice but does not agree to cure all of the the City Objections before Closing, the City may,
within five (5) business days after the deadline for the giving of the the District Cuie Notice,
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notify the District in writing that this Agreement is terminated, and thereafter the City shall have
no further liability or obligation hereunder.. If such notice of termination is not delivered to the
District within such five (5) business day period, the City shall be deemed to have accepted such
title as the District can deliver. Any exceptions to title or other matters reflected by the Survey,
the Commitment (with the exception of Schedule C items which shall be deemed to be City
Objections) or the Title Documents (i) to which the City does not object within the the City
Objection Period or (ii) to which the City objects but which the District does not agree to cure,
shall be deemed to be Permitted Exceptions (herein so called), subject in the latter case, however,
to the City's right of termination as hereinabove provided.
ARTICLE 6
USE OF PROPERTY
6.1 Use of Property A. During the period from the date of this Agreement to the date
of the Closing, the City shall:
(a) use all reasonable efforts to cause Property A to be used, maintained, and
operated in a manner consistent with the use of Property A on the date of this Agreement
and
(b) promptly notify the District of any suit, action, or any legal proceeding
involving all or any part of Property A that arises prior to the date of the Closing with
respect to which the City receives actual notice.
6.2 Use of Property B. During the period from the date of this Agreement to the date
of the Closing, the District shall:
(a) use all reasonable efforts to cause Property B to be used, maintained, and
operated in a manner consistent with the use of Property B on the date of this Agreement
and
(b) promptly notify the City of any action, suit, or any legal proceeding
involving all or any part of Property B that arises prior to the date of the Closing with
respect to which the District receives actual notice.
ARTICLE 7
RESERVATIONS AND CONDITION OF PROPERTY
7.1 Reservation of Flowage Easement. It is specifically understood and agreed by the
City that Property B is located, in whole or in part within the Fort Worth Floodway. The City
further understands and agrees that the Fort Worth Floodway is subject to the jurisdiction of the
United States Army Corps of Engineers and is managed, maintained and operated by the Distinct
for flood control purposes. In connection with the operation of the Fort Worth Floodway, the
District shall reserve, for its benefit and the benefit of the United States Army Corps of
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Engineers, a flowage easement on, in, over and accross all of Property B for the purpose of
permitting water to intermittently flow or stand upon Property B, but the City shall retain the
right to use Property B in any way not inconsistent with said flowage easement. The reserved
flowage easement shall include, and the Deed to the City shall provide, the following provisions:
(a) the District is under no obligation to the City to restrict or forbid passage
of the waters which abut upon Property B;
(b) the waters abutting on Property B may from time to time and for varying
periods of time submerge all or part of Property B;
(c) the City understands and agrees that the United States Army Corps of
Engineers could require, in the future, alteration of Property B for flood control purposes.
The City agrees that the risk of loss .caused by any required alteration of Property B for
flood control purposes is assumed by the City;
(d) so long as any portion of Property B is located within the Fort Worth
Floodway no structuies or improvements shall be erected by the City, its successors and
assigns, on Property B without the prior written consent of the District and the United
States Army Corps of Engineers, which may be withheld in their sole and absolute
discretion. The City agrees that any permitted improvements placed on Property B by the
City, its successors and assigns, shall be at the City's own risk or that of its successors
and assigns; and
(e) the City will permit the District and the United States Army Corps of
Engineers, or their respective agents, contractors, representatives and employees, to enter
into and on Property B for any purpose necessary in connection with the management,
maintenance, alteration and operation of the Fort Worth Floodway.
7.2 Reservation of Recreational Easement. The District shall reserve for its benefit,
and the benefit of the public, a recreational use easement over and across those portions of
Property B that lie within the jogging/biking trail known as "Trinity Trails" for the purpose of
providing public use of Trinity Trails. The Deed to the City shall so provide.
7.3 Reservation of Minerals.
(a) The City shall reserve to itself, its successors and assigns, all oil, gas and
other minerals lying upon the surface of, or at any depth under, Property A including, but
not limited to, all minerals and other substances such as coal, lignite sulphur, gypsum
potash, limestone gravel and any other substance, whether similar or dissimilar, whether
or not their mining, extraction or production could consume or deplete the surface estate.
Notwithstanding such reservation the City will waive all rights of ingress and egress to
the surface of Property A for the purpose of exploring, developing, or mining for the
reserved minerals; provided, however neither the City nor any mineral lessee shall be
prevented from developing or producing the oil, gas and other minerals in and under
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Property A by pooling, directional drilling under Property Aor other means from wellsites
located on lands other than Property A so long as such actions do not interfere with the
use of the surface of Property A, including subjacent and lateral support for all structures
or other improvements or facilities now orhereafter constructed on Property A. The
Deed to the District shall so provide.
(b) The District shall reserve to itself, its successors and assigns, all oil, gas
and other minerals lying upon the surface of, or at any depth under, Property B including,
but not limited to all minerals and other substances such as coal lignite, sulphur,
gypsum, potash limestone, gravel and any other substance, whether similar or dissimilar,
whether or not their mining, extraction or production could consume or deplete the
surface estate. Notwithstanding such reservation, the District will waive all rights of
ingress and egress to the surface of Property B for the purpose of exploring, developing,
or milling for the reserved minerals, provided, however neither the District not any
mineral lessee shall be prevented from developing or producing the oil, gas and other
minerals in and under Property B by pooling, directional drilling under Property B or
other means from wellsites located on lands other than Property B, so long as such
actions do not interfere with the use of the surface of Property B, including subjacent and
lateral support for all structures or other improvements or facilities now or hereafter
constructed on Property B. The Deed to the City shall so provide.
7.4 Condition of Property.
(a) The District and its representatives, prior to the date of Closing, will have
been afforded the opportunity to make such inspections of Property A and matters related
thereto as the District and its representatives desire. The District acknowledges and
agrees that Property A is to be conveyed to and accepted by the District in an "as is'
condition with all faults. The City makes no representations or warranties of any kind
whatsoever, either express or implied, with respect to the condition of Property A ; in
particular, but without limitation the City makes no representations or warranties with
respect to the use condition, occupation or management of Property A, or compliance
with applicable statutes laws, codes ordinances, regulations, requirements, covenants,
conditions and restrictions (whether or not of record). The District acknowledges that it
is entering into this Agreement on the basis of the District's own investigation of the
physical and environmental conditions of Property A, including subsurface conditions,
and the District assumes the risk that adverse physical and environmental conditions may
not have been revealed by its investigation. The District acknowledges that
notwithstanding any prior or contemporaneous oral or written representations, statements
documents or understandings, this Agreement constitutes the entire understanding of the
parties with respect to the subject matter hereof and the purchase and sale of Property A
and supersedes any such prior or contemporaneous oral or written representations,
statements, documents or understandings.
(b) The City and its representatives, prior to the date of Closing will have
been afforded the opportunity to make such inspections of Property B and matters related
thereto as the City and its representatives desire. The City acknowledges and agrees that
Property B is to be conveyed to and accepted by the City in an "as is condition with all
faults. The City makes no representations or warranties of any kind whatsoever, either
express or implied with respect to the condition of Property B ; in particular, but without
limitation, the City makes no representations of warranties with respect to the use,
condition, occupation or management of Property B, or compliance with applicable
statutes, laws, codes, ordinances, regulations, requirements, covenants, conditions and
restrictions (whether or not of record). The City acknowledges that it is entering into this
Agreement on the basis of the City's own investigation of the physical and environmental
conditions of Property B, including subsurface conditions and the City assumes the rislc
that adverse physical and environmental conditions may not have been revealed by its
investigation. The City acknowledges that notwithstanding any prior or contemporaneous
oral or written representations, statements, documents or understandings, this Agreement
constitutes the entire understanding of the parties with respect to the subject matter hereof
and the purchase and sale of Property B and supersedes any such prior or
contemporaneous oral or written representations, statements, documents or
understandings.
ARTICLE 8
CLOSING
8.1 Conditions to the Citv's Obligations at Closing. The obligations of the City at the
Closing are subject to the satisfaction of the following conditions:
(a) approval of the terms and conditions of this Agreement by the City
Council of the City of port Worth;
(b) all representations and warranties of the District in this Agreementshall be
true in all material respects; and
(c) the District shall have performed and satisfied all covenants and
agreements required by this Agreement in all material respects.
8.2 Conditions to the District's Obligations at Closing. The obligations of the District
at the Closing are subject to the satisfaction of the following conditions:
(a) approval of the terms and conditions of this Agreement by the Board of
Directors of the Tarrant Regional Water District,
(b) all representations and warranties of the City in this Agreement shall be
true in all material respects• and
(c) the City shall have performed and satisfied all covenants and agreements
required by this Agreement in all material respects.
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8.3 Date of Closing. Subject to the conditions of Sections 9.1 and 9.2 and the
termination provisions of Section 4.4, Section 5.4 and Article 10, the closing ("Closing") shall
occur within fifteen (15) business days after the date established for delivery of the last of the
Commitments, Title Documents and Surveys pursuant to Articles 4 and 5, unless otherwise
agreed in writing by the parties. In the event that the conditions of Section 9.1 have not been
satisfied on the scheduled date of the Closing the City may elect to extend the date of the
Closing for a period of thirty (30) days. In the event that the conditions of Section 9.2 have not
been satisfied on the scheduled date of' the Closing, the District may elect to extend the date of
the Closing for a period of thirty (30) days.
8.4 Place of Closing. The Closing shall be held at the offices of the District or at such
other place as may be mutually agreed.
8.5 Obligations at Closing. At the Closing the following events 'shall occur, each.
being a condition precedent to the other events and each being deemed to have occurred
simultaneously with the other events:
(a) The City shall deliver to the District a duly executed and acknowledged
Special Warranty Deed in a form acceptable to the District's counsel conveying good and
indefeasible title in fee simple to all of Property A, free and clear of any and all liens
encumbrances conditions easements, assessments, and restrictions, except for the
Permitted Exceptions and the reservations described in Article 7 of this Agreement.
(b) The City shall deliver to the District a Texas Owner's Title Policy, at the
District's sole expense, issued by Rattikin Title Company in the District's favoi in the full
amount of the value of Property A, which value shall be determined by multiplying the
square footage of Property A as determined under Section 4 1 by the appraised value of
Five Dollars ($5.00) per square foot, insuring the District's fee simple title to Property A
subject only to those title exceptions listed in subsection (a) above, and the standard
printed exceptions contained in the usual form of Texas Owner's Title Policy, provided
however:
{i) the boundary and survey exceptions shall be deleted; and
(ii) the exception as to restrictive covenants shall be endorsed "None
of Record".
(c) the City shall deliver to the District exclusive possession of Property A,
subject to the reservations described in Article 7 of this Agreement and subject to the
Permitted Exceptions.
(d) the District shall deliver to the City a duly executed and acknowledged
Special Warranty Deed in a form acceptable to the City s counsel conveying good and
indefeasible title in fee simple to all of Property B free and clear of any and all liens
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encumbrances, conditions, easements, assessments, and restrictions, except for the
Permitted Exceptions and the reservations described in Article 7 of this Agreement.
(e) at the option of the City, the District shall deliver to the City a Texas
Owner's Title Policy, at the City's sole expense, issued by Rattikin Title Company in the
City's favor in the full amount of the value of Property B, which value shall be equal to
the value of Property A as determined by Section 9.5(b) above, insuring the City's fee
simple title to Property B subject only to those title exceptions listed in subsection (d)
above, and the standard printed exceptions contained in the usual form of Texas Owner's
Title Policy, provided, however;
(i) the boundary and survey exceptions shall be deleted; and
(ii) the exception as to restrictive covenants shall be endorsed, "None
of Record "
(f) the District shall deliver to the City exclusive possession of Property B,
subject to the reservations described in Article 7 of this Agreement and subject to the
Permitted Exceptions.
8.6 Taxes. Ad valorem taxes and applicable special assessments, if any, shall be
prorated at the Closing effective as of the Closing Date. The City shall be solely responsible for
all prorated taxes and assessments applicable to Property A The District shall be solely
responsible for all prorated taxes and assessments applicable to Property B.
ARTICLE 9
NO BROKERS
The City and the District each represent and warrant to the other that there are no claims
for broker's commissions or finder's fees in connection with the execution and delivery of this
Agreement and the City and the District each agree to hold the other harmless from all liabilities
arising from a breach of the representation and warranty made bv such Harty herein including,
without limitation, attorneys' fees and related court costs.
ARTICLE 10
TERMINATION OF AGREEMENT
10.1 Termination bv the City. The City may terminate this Agreement in the event the
conditions stated in Section 8.2 have not been satisfied in all material respects or waived on the
date of the Closing.
10.2 Termination bv the District. The District may terminate this Agreement in the
event the conditions stated in Section 8.1 have not been satisfied in all material respects or
waived on the date of the Closing.
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ARTICLE 11
MISCELLANEOUS
11.1 Assiwarrient of Contract. This Agreement may not be assigned by either party
without the prior written consent of the other party. Any unauthorized purported assignment or
delegation of any duties hereunder, without the prior written consent of the other party, shall be
void and shall constitute a material breach of this Agreement,
11.2 Notices. Any notice required or permitted under this Agreement shall be in
writing and shall be deemed to have been made when personally delivered, or if mailed, when
received by the following person at the indicated address:
(a) to the City: City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Manager
with a copy to: City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
Attn: City Attorney
(b) to the District: Tarrant Regional Water District
800 E North Side Drive
Fort Worth, Texas 76102
Attn.: Real Property Director
11.3 Annlicable Law. This Agreement shall be construed under and in accordance
with the laws of the State of Texas, and the venue for any Iitigation arising from this Agreement
shall be in Tarrant County, Texas.
11.4 Parties Bound. This Agreement shall be binding on and inure to the benefit of the
parties to this Agreement and their respective successors and permitted assigns Third persons
not privy hereto shall not, in any form or manner, be considered a third -party beneficiary of this
Agreement Each party hereto shall be solely responsible for the fulfillment of its own contracts
or commitments.
11.5 Severability of Provisions. To the extent permitted by law, a holding by any court
that any provision in this Agreement is invalid, illegal, or unenforceable in any respect shall not
affect any other provision, and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been a part of this Agreement.
11.6 No Limitation of Remedies. Nothing in this Agreement shall be construed to
limit any Iegal or equitable remedy of the parties.
13
11.7 Prior Agreements Superseded. This Agreement constitutes the entire
understanding between the parties and supersedes any prior negotiations, discussions,
agreements, and understandings between the parties with respect to the subject matter of this
Agreement.
11.8 Expenses. Except as otherwise provided in this Agreement, all fees, costs, and
expenses incurred in negotiating this Agreement or completing the transactions described in this
Agreement shall be paid by the party incurring the fee, cost, or expense.
11.9 Amendments and Waivers. This Agreement may not be amended except in a
writing specifically referring to this Agreement and signed by the City and the District. A right
created under this Agreement may not be waived except in a writing specifically referring to this
Agreement and signed by the party waiving the right
11.10 Counterparts. This Agreement may be executed in multiple counterparts, and may
be signed and transmitted by facsimile or by scan and attachment to an email transmission. Such
signatures shall be considered an original signature, and the agreement transmitted shall be
considered to have the same binding legal effect as an original signature on the Agreement.
11.11 Immunity. It is expressly understood and agreed that, in the execution of this
Agreement, neither of the parties waives, nor shall be deemed hereby to waive, any immunity or
defense that would otherwise be available to it against claims arising in the exercise of
governmental powers and functions. By entering into this Agreement the parties do not intend to
create any obligations, expressed or implied, other than those set forth herein and this Agreement
shall not create any rights in parties not signatories hereto.
11.12 Authorization. The undersigned officers and/or agents of the parties hereto are
properly authorized officials and have the necessary authority to execute this Agreement on
behalf of the parties hereto, and each party hereby certifies to the other that any necessary actions
extending such authority have been duly passed and are now in full force and effect.
11.13 Deadlines. All deadlines in this Agreement expire at 5 00 P.M. local time. If a
deadline falls on a Saturday, Sunday, or local holiday, the deadline will be extended to the next
day that is not a Saturday, Sunday or local holiday A local holiday is a holiday observed by the
county courts of Tarrant County, Texas.
11.14 Effective Date. The Effective Date of this Agreement shall be the date on which
both the District and the City have executed the Agreement.
[Signature Page Follows]
14
EXECUTED in triplicate in Fort Worth, Tarrant County, Texas to be effective as of the
date of last execution by the City and the District.
CITY: DISTRICT:
City of Fort Worth, Texas, Tarrant Regional Water District,
a home --rule municipal corporation a water control and improvement district
By: By: 7< . S*ecjc CAV)3 /)6tI
lea Pv-op D vcciat.
`
Date: Date: 3 r 2e 2 a!!
Approved as to Form and Legality:
By:
Assistant City Attorney
Attest:
Marty Hendrix
City Secretary
PATRWMitsc t snd Managut\Rogers Road Pavillion\Exchange Agreement Trinadoe
•
15
•
•
•
OFFICIAL RECORD
CITY SICRETARY
FT, WORTH, TX
•
EXECUTED in triplicate in Fort Worth, Tarrant County, Texas to be effective as of the
date of last execution by the City and the District.
CITY:
City of Fort Worth, Texas,
a home -rule municipal corporation
��sw.r.rG-
By:
Its:
Date: SSA /
Approved as to Form and Legality:
By: %
Assistant City Attorney
Attest:
Marty Hendrix
City Secretary
ziiv, a
t'�1(,LVY1 ej
PX R\VD1M3sc Land Managrat\Rogers Road PavillionlExchtunge Ageement_1 inal.doc
contract Author i Z ft 1 O?.
Date
DISTRICT:
Tarrant Regional Water District,
a water control and improvement district
By:
its:
Date:
15
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
BEING
COMMENCING
THENCE
THENCE
THENCE
THENCE
EXHIBIT A
LEGAL DESCRIPTION
Page 1
a tract of land situated in the W. D. Conner Survey, Abstract 288, in the City of Fort Worth,Tarrant County,
Texas, and more particularly being a portion of three tracts of land described in deeds to the City of Fort
Worth, recorded in Volume 940, Page 158, Volume 941, Page 17 and Volume 938, Page 424, Deed Records,
Tarrant County, Texas (D.R.T.C.T,); said tract of land being more particularly described by metes and bounds
as follows:
at a 5/8 inch iron rod with cap stamped_ Transystems found at the northwest corner of ra tract of land described
in a deed to Tarrant County Water Control and improvement District Number One, recorded in Volume 4162,
Page 393, D.R T.0 T,, at the. intersection of the south right-of-way line of Riverf t nt Drive (a variable width
ROW) as described in a deed to the City of Fort Worth recorded in Volume 940, Page 158, D.R.T C°.T. and
the east right-of-way line of Rogers Road (a variable width ROW), THENCE North 82 degrees 27 minutes 48
seconds East, along•the north line of said Tarrant County Water Control and. Improvement District Number
One tract and the said south R O.W line of Riverfront Drive, a distance of 4.49 feet to a 5/8 inch iron tod With
cap stamped Transystems set, being the Point -of -Beginning of the herein described tract, and further being
the beginning of a non -tangent curve to the right with a.radi€us of 596.28 feet, and whose chord bears. North 07
degrees 11 minutes 34 seconds West, a distance of 15.08 feet;
Northwesterly along said curve to the right through a central angle of 01 degrees 26 minutes 57 seconds, an
arc distance of 15.08 feet, to a 5/8 inch iron rod with cap stamped Transystems set;
North 40 degrees 11 minutes 10 seconds East, a.distance of 13.85 feet to a 5/8 inch iron rod with cap
stamped Transystems set;
North 86 degrees 21 minutes 36 seconds East, a distance of 358.98 feet to a 5/8 inch iron rod with cap
stamped Transystems set on the south R.O.W. line of said Riverfront Drive same being the south line of City
of Fort Worth Tract recorded in Volume 938, Page 424,-D.R.T C.T. and on the north line of said Tarrant
County Water Control and improvement District Number One tract, from which a 5/8 inch iron rod with 'cap
stamped Transystems found being the .northeast corner of said Tarrant County Water Control and
Improvement District Number One tract bears North 82 degrees 27 minutes 48 seconds East a distance of
150 92 feet;
South 82 degrees 27 minutes 48 seconds West, along the south RC W. line of said Riverfront Drive same
being the south line of City of Fort Worth Tracts recorded in Volume 940 Page 158, Volume 941, Page 17
and Volume 938, Page 424, D.R.T.C.T, and along the north line of said Tarrant County Water Control and
Improvement District Number One tract, a distance of 368.49 feet to the POINT OF BEGINNING and
containing 4,572 Square Feet or 0.105 Acre of Land.
Note: Basis of bearing = NAD 83 Texas North Central Zone (4202).
Ci tat) 011 isorvcy.:Riv erfonr Drive tract doc
Page 2
That I, Kenneth D. Erwin, a Registered Professional Land Surveyor in the State of Texas, hereby states that
this survey was made from an :actual on the ground survey made in December 2008 under my supervis'on,
that all monuments exist as shown hereon and this survey substantially conforms with the current
professional and technical standards as setforth by the Texas Board of Professional Land Surveying.
941414-49
Kenneth D. Erwin
Registered Professional Land Surveyor
Texas. Registration No, 5554
Date; ' bikt° 09
G'fo•U96,197•zut<•cyRn•ccfn:nt Dint lrael.doo
4914
4
KENNETN .LERWIN
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COLONIAL PARK
CAB A, PG. 12190
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T.C.W,C.&IA,No,1
VOL. 4204, PG. 176
0 R.T.C.T.
1
1
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LOT 1, BLOCK 8
CDLONW. PARK
CAB. A. PG. 12190
P,R.T.C,T.
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tee
LOT 2
LOT 2 & 3. ,BLOCK 1
UNIVERSITY PLAZA ADDITION
VOL 38B-51, PG. 78
P.R.T.C.T.
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UNIVERSITY PLAZA AOOIIION
CAB. A, SUDS 4-3
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w �rJ ,rr:Runca xu[a cemR4c• VOL. 938. PG: 424
D.R,T.C.T.
CITY OF FORT WORTH CITY OF FORT WORTH io °iE4"". mac`°^ `'e• tot
1/41' VOL 94D. PG. 158 RIVERFRORT DRIVE 1 _VOL, 942, PG.. 17 oR..cr. rK '
D.R.T.C.T. (VARIABti WIDTH R.O.W.) D,R.T.C:T,
umF i
=.w �i 345,51 s,
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TARRANT COUNTY 'WATER CONTROL
AND'IMPROVEMENT DISTRICT NUMBER ONE
VOL. 4162, PG. 395
D.R.T.C.T.
r�o/, G
iWnt t 1n.,M1STO4
os.0.
TARRANT COUNTY WATER COiTRDpt�
AND R/PROVEMEkT U,STRICT NUN9ER our
PERPLIUK EASEMENT
VOL. 4550.-P0. 72$
0.R 1.0 T. •
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OF SEARING = NATI 83 TEXAS NOR1i1 CENTRAL z RE L42021,
500 W. 7TH ST., SUITE N00
FORT WDRTH, TEXAS 76102
817-339-8950
FAX 817:33G-2247
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11 SCALE:100
j I RATE! 5-14-09
I DESIGNED BY:
1 DRAWN BY: K.D.E.
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VOL. 923. PG. 606
D,R T.C.T,
GRAPHIC SCALE" IN
5 01'
LET
PORTION OF RIVERFRONT DRIVE
RIVERFRONT DRIVE @ ROGERS ROAD
PAGE: 3.OF a
BEING
BEGINNING
THENCE
THENCE
THENCE
THENCE
THENCE
THENCE
EXHIBIT B
LEGAL DESCRIPTION
Page 1
a tract of land situated in the W. D. Conner Survey, Abstract 288, in the City of Fort Worth, Tarrant County,
Texas, and more particularly being a portion of a tract of land described in a deed to Tarrant County Water
Control and .Improvement District Number One as described in Volume 4162, Page 393, Deed Records,
Tarrant County, Texas (D.R.T.C.T,); said tract of land being more particularly described by metes and bounds
as follows:
at a 5/8 inch iron rod With cap stamped Transystems found at the northwest corner of said Tarrant County
Water Control and Improvement District Number One tract at the intersection of the south right-of-way line of
Riverfront Drive (a variable width ROW) as described in a deed to the City of Fort Worth recorded in Volume_
940, Page 158, D.R.T.C,T and the east right-of-way line of Rogers Road (a variable width ROW);
North 82 degrees 27 minutes 48 seconds East, along the south right-of-way line of said Riverfront Drive same
being the south line of said City of Fort Worth tract and the north line of said Tarrant County Water Control
and Improvement District Number One tract, a distance of 4.49 feet to a 5/8 inch iron rod with cap stamped
Transystems set at the beginning of a non -tangent curve to the left with a radius of 596.23 feet, and whose
chord bears South 13 degrees 10 minutes 30 seconds East, a distance of 109.28 feet;
Southeasterly along said curve to: the left through a central angle of 10 degrees 30 minutes 57 seconds, an
arc distance of 109.43 feet, to a 5/8 inch iron rod. with cap stamped Transystems set;
South 20 degrees 48 minutes 01 seconds East, a distance of 86.29 feet to a 5/8 inch iron rod with cap
stamped Transystems set on the south line of said Tarrant County Water Control and Improvement District
Number One tract and on the north fine of a tract of land described in a deed to Tarrant County Water Control
and Improvement District Number One recorded in Volume 4204, Page 178, D.R.T.0 T,
South 83 degrees 34 minutes 48 seconds West, along the common line between said Tarrant County Water
Control and Improvement District Number One tracts; a distance of 51 62 feet to a X in concrete set from
which a 5/8 inch iron rod with cap stamped Transystems found. being the southwest corner of said Tarrant
County Water Control and Improvement District Number One tract recorded in Volume 4162, Page 393,
D.R.T.C:T., bears South 83 degrees 34 minutes 48 seconds West, a distance- of 8.30 feet
North 20 degrees 48 minutes 01 seconds West, a distance of 23.37 feet to a 5/8 inch iron rod with cap
stamped Transystems set on the west line of said Tarrant County Water Control and Improvement District
Number One tract and on the east right-of-way line of said Rogers Road;
North 00 degrees 08 minutes 12 seconds West along said east right-of-way line and the west line of said
Tarrant County Water Control and. Improvement District Number One tract, a distance of 170.39 feet to the
POINT OF BEGINNING and containing 5,283 Square Feet or 0 121 Acre of Land,
Note: Basis of bearing = NAD 83 Texas North Central Zone (4202).
0 6v09 0177 surrey Rogers Road iricf'doc
Page 2
That I; Kenneth D. Erwin, a Registered Professional Land Surveyor in the State of Texas, hereby states that
this survey was made from art actual on the ground survey made in December 2008 under my supervision,
that all rnonuments exist as shown hereon and this survey substantially conforms with the current
professional and technical standards as set forth by the Texas Board of Professional Land Surveying,
Kenneth D. Erwin
Registered Professional Land Surveyor
Texas Registration No. 5554
Date: S'!. i4 - o9
C3 h<ttO 0177 iucvvv RoHcri Road unct.doc
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P.ft.T.C.T:
`ARRANT' COUNTY
WATER CONTROL
AND IMPROVEMENT DISTRICT
NUMBER ONE
EASEMENT
VOL.. 4542, PG: 9'
O.R.T.C.T.
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CITY OF FORT WORTH
VOL. 940, PC. 158
D.R.T.C.T.
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CURVE RQGERS--02A
DELTA. 10' 30' 57" (LT)
R= 596 23
L� 109.43
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LC= 109,28
AREA TO BE RETAINED rJ 90
BY TARRANT REGIONAL—
WATER. DISTRICT
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VOL C•
T
TARRANT COUNTY WATER CONTROL
AND IMPROVEMENT DISTRICT NUMBER ONE
PERPETUAL EASEMENT
VOL. 4530, PG. 725
• 50
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NOTE: BASIS OF BEARING le HAD 83 TEXAS NORTH C£NI1 j
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600 W, ZIFI ST.. SUITE D00
FORT WORTH, TEXAS 76102
017-339-0950
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I SCAT.E:50
I RATE:5.14-R9
1 DESIGNED SY•
DRAWN BY:.K.O.E.
I CHECKED BY:D.1.0.
1 FILE NAME:0177-V-ROGERS-BOY.UON
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LOT 3, BLOCK 1
UNIVERSITY PLAZA ADDITION
VOL. 388-51, PG, 78
P.R.T.C.T•
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CITY OF FORT WO 7l9
VOL, 941, PG. 17 V
C:R.T.C.T! c(40
gt
footle
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StAUPEO TRAtCYutC+/S
TARRANT COUNTY WATER CONTROL
AND IMPROVEMENT DISTRICT NUMBER ONE
VOL. 4162, PC,. 393
D.R.T.C.T.
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PORTION OF ROGERS ROAD
RIVERFRONT DRIVE @ ROGERS ROAD
50
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PAGE: 3 OF 3
Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/25/2011
DATE: Tuesday, January 25, 2011
LOG NAME: 06ROGERS ROAD AGREEMENT
SUBJECT:
REFERENCE NO.: **C-24682
Approve Exchange of Property Between the City of Fort Worth and the Tarrant Regional Water District for
the Construction of a Trailhead Facility and Parking Area Along Riverfront Drive Between University Drive
and Rogers Road (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an agreement with the
Tarrant Regional Water District wherein certain City property will be exchanged for certain TRWD property
for the construction of a trailhead facility and parking area along Riverfront Drive between University Drive
and Rogers Road.
DISCUSSION:
In order to enable the Tarrant Regional Water District (TRWD) to construct a new trailhead facility and
parking area along Riverfront Drive, a right-of-way parcel owned by the city located at the southeast
corner of the Riverfront Drive and Rogers Road intersection is needed. The right-of-way parcel contains
approximately 4,572 square feet (.105 acre). In exchange for the city's right-of-way parcel, the TRWD will
provide the city with a nearby right-of-way parcel located along Rogers Road just south of Riverfront Drive.
The TRWD's parcel contains approximately 5,283 square feet (.121 acre). Texas Water Code Section
49.068 allows the City to sell real property to TRWD without the necessity of obtaining appraisals or
advertising for bids.
The location of the parcels of land to be exchanged is shown on the attached location map. TRWD will
pay for the cost of design, permits and construction to construct its trailhead facility and parking facilities in
accordance with all applicable city ordinances and regulations.
The property is located in COUNCIL DISTRICT 9, Mapsco 76N.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on City
funds.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
1. M&C Map 12 23 10.ioa (Public)
Fernando Costa (6122)
Randle Harwood (6101)
Mark Rauscher (2446)
http://apps.cfwnet.org/ecouncil/printmc.asp?id=14689&print=true&DocType=Print 3/10/2011