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HomeMy WebLinkAboutContract 42052CITY SECRETARY, OF SALE AND PURCHASE OF REAL PROPERTY THIS CONTRACT OF SALE AND PURCHASE OF REAL PROPERTY (this "Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of Texas, acting by and through its duly authorized City Manager or Assistant City Manager ("Purchaser") and 820 Management Trust ("Seller") as of the Effective Date (as defined in Section 22 below). AGREEMENT Section 1. Sale and Purchase. (a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract, the following (collectively referred to as the "Property"): (i) A tract of land out of the James C Johnson Survey, A-871, Tract 1A, containing approximately 88.64 acres, and a tract of land out of the Cyrus Gleasons Survey, A-559, Tract 1, containing approximately 11.36 acres, for a total of approximately 100 acres (collectively, the "Land"), which Land is more particularly described on the attached EXHIBIT "A"; and (ii) All of Seller's rights, privileges, easements, rights -of -way, licenses, interests, and rights appurtenant to the Land. (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 4 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in (i) all surface and subsurface water rights or interests in, on, or under the Land or otherwise held by Seller in connection with the Land or acquired during the term of this Contract, and (ii) any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Land except as otherwise set forth hereinbelow. Notwithstanding anything to the contrary set forth herein, such surface use waiver set forth above shall not prohibit Seller, on behalf of itself and its lessees, successors and assigns, from conducting well completion and/or development activities under the Land with one or more subsurface horizontal and/or directional wellbores drilled from a surface location on other lands. The provisions of this Section shall survive the Closing and shall be set forth in the Deed (as hereinafter defined). Section 2. Seller's Riithts to Repurchase. From and after the Closing (as hereinafter defined), Seller shall have a right of first refusal ("Right of First Refusal") to purchase or lease the Property or any portion thereof as follows: (a) If Purchaser receives a bona fide offer acceptable to it in good faith from any person or entity to purchase or lease the Property or any portion of any interest therein other than from an entity who is contractually ot4iga` ego u�rcnaser to :.ontinue to operate the Reclamation Facility (as defined below), or Purchaser maeFF°: ; )r attempts to sell or lease the Property or any portion of i2as��� s CITY SECRETARY 1 FT. WORTH, TX any interest therein to any person or entity, or otherwise desires or attempts to convey in any manner the Property or any portion of any interest therein to any person or entity (other than to an entity who is contractually obligated to Purchaser to continue to operate the Reclamation Facility) ("Contemplated Conveyance"), then the Seller shall have the right to purchase, lease, or accept conveyance of the Property or any portion of any interest therein to such third party described above (` Third Party") on the same terms of such Contemplated Conveyance subject to the conditions herein. (b) Purchaser shall give the Seller prompt written notice (` First Refusal Notice") of the existence of the Contemplated Conveyance and a detailed description of all of the terms and conditions of the Contemplated Conveyance, together with a copy of any bona fide offer signed by the Third Party making an offer to Purchaser. Seller will then have thirty (30) days from the date of such First Refusal Notice ("Decision Period") in which to exercise its Right of First Refusal by giving written notice ("Exercise Notice") to Purchaser of the exercise of its Right of First Refusal. (c) If Seller gives the Exercise Notice, Purchaser and Seller shall be deemed to have entered an agreement with terms and conditions identical to that of the Contemplated Conveyance and Purchaser shall convey or lease, as the case may be the Property (or portion thereof) to Seller in accordance with the terms and conditions of the Contemplated Conveyance, and Seller shall pay the purchase or lease price in accordance with the terms and conditions provided in the Contemplated Conveyance (d) If Seller does not give the Exercise Notice within the Decision Period, then Purchaser may sell, lease, or convey the Property in accordance with the terms of the Contemplated Conveyance to the Third Party, but any sale lease or conveyance to a different person or entity, or sale, lease, or conveyance of a different interest, or any sale, lease or conveyance upon terms different from those contained in the Contemplated Conveyance shall be deemed to be a subsequent Contemplated Conveyance, and Purchaser shall first tender a First Refusal Notice to Seller before completing the Contemplated Conveyance. If however, Purchaser does not consummate the sale to the Third Party on the same terms and conditions set forth in the First Refusal Notice within 180 days of the date of the First Refusal Notice, Purchaser must again give a First Refusal Notice to Seller before proceeding to sell to the Third Party or any other third party If any Contemplated Conveyance is consummated because Seller does not exercise its Right of First Refusal and any interest in the Property reverts back to Purchaser at any time or is retained by Purchaser, any subsequent Contemplated Conveyance of such interest will be subject to this Right of First Refusal. (e) Seller shall also have the right to purchase Purchaser's interest in the Property if the Property shall be posted for a foreclosure sale or any other involuntary conveyance to a third party ("Possible Foreclosure"). Purchaser upon receipt of notice of the posting of the Property for foreclosure, shall immediately notify Seller of such Possible Foreclosure (but failure of Purchaser to do so shall in no way limit Seller's rights herein). Seller shall have the option of curing the event which triggered the Possible Foreclosure, and upon curing such event ("Seller s Cure' ), Purchaser's interest in the Property shall become vested in Seller, and Purchaser shall execute such conveyance and other instrument as Seller may require to evidence the same. (f) The parties acknowledge that Purchaser is purchasing the Property for the primary purpose of the construction of Mary's Creek Water Reclamation Facility ("Reclamation Facility") on the Property and may also choose to make educational or limited recreational uses of the Property as well. Seller waives any rights it may have under Property Code Section 21.023. Seller is aware that the construction of the Mary's Creek Water Reclamation Facility is intended to serve new development near the Property by approximately 2025 A D., and as such the construction timeline is driven by said development. If, however, twenty (20) years after the date of the Closing (as hereinafter defined) Purchaser has not constructed Phase I of the Reclamation Facility on the Property then Seller shall have the right to purchase all of the Property from Purchaser by delivery of written notice to Purchaser or its 1245777_5 2 transferee (if applicable) If Purchaser becomes unable, either in whole or part, to fulfill its construction obligations under this Section due to acts of God, strikes, lockouts, of other industrial disturbances, acts of public enemies, wars, blockades, insurrections riots, epidemics, earthquakes, fires, floods, restraints or prohibitions by any court board department, commission or agency of the United States or of any States, any arrests and restraints, civil disturbances, or explosions, or some other reason beyond such parry's control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. Purchaser will use commercially reasonable efforts to remedy its inability to perform as soon as possible. The repurchase price shall be the greater of (i) the then -current fair market value; or (ii) $4,900,000.00. Purchaser at its sole cost and expense, shall be responsible for the issuance of an Owner Title Policy to Seller in the amount of the repurchase price and shall also pay all other closing costs. Taxes for the year of closing shall be prorated, but Purchaser shall be liable for any delinquent or unpaid taxes, if any. Conveyance shall be by special warranty deed. All of the provisions of this Section 2 shall survive the Closing; and, at the Closing, Purchaser and Seller shall execute a Memorandum of Purchase Rights ("Memorandum of Purchase Rights ') in recordable form and otherwise acceptable to Seller, evidencing and confirming Seller's rights hereunder. Section 3. Independent Contract Consideration and Purchase Price. (a) Contemporaneously with the execution of this Contract, Purchaser shall deliver to Seller the sum of Fifty and 00/100 Dollars ($50 00) ("Independent Contract Consideration') as independent consideration for Seller s execution, delivery and performance of this Contract. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract; however upon Closing (as hereinafter defined), the Independent Contract Consideration shall be applied as a credit toward the Purchase Price (as hereinafter defined). (b) Contemporaneously with the execution of this Contract, Purchaser shall deposit into escrow with the Title Company (as hereinafter defined), the sum of Seventy Five Thousand and 00/100 Dollars ($75,000.00) (the "Earnest Money"). The Earnest Money will be held in escrow and delivered by Title Company in accordance with the provisions of this Contract, and if the sale and purchase of the Property closes under this Contract the Earnest Money will be applied toward the Purchase Price (as hereinafter defined) The Earnest Money will be placed in an interest -bearing account by Title Company as directed by Purchaser, with all interest accruing to Purchaser prior to Closing (c) The purchase price ("Purchase Price') for the Property, payable by Purchaser to Seller at Closing (as hereinafter defined) is FOUR MILLION, NINE HUNDRED THOUSAND and 00/100 DOLLARS ($4,900,000.00). Seller has determined that the Purchase Price reflects the current fair market value of the Property. Section 4. Title Commitment and Survey. (a) Within fifteen (15) days after the Effective Date, Purchaser shall obtain at Purchaser's sole cost and expense, a Commitment for Title Insurance ( `Title Commitment") from Rattikin Title Company, 201 Main Street, Suite 800 Fort Worth, Texas 76102, Telephone: 817-332-1171, Attention: Larry Townsend (the `Title Company' ). The Title Commitment shall set forth the status of the title of the Property and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver contemporaneously with the Title Commitment legible copies of all documents referred to in the Title Commitment, including but not limited to, plats, reservations restrictions, and easements. 1245777_5 3 (b) Purchaser has already obtained a current survey of the Property (the "Survey"). The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) If the Title Commitment or Survey discloses any Encumbrances or other matters, which are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give Seller written notice thereof within fifteen (15) days after receipt of the last of the Title Commitment and all documents referred to in the Title Commitment, specifying Purchaser's objections ("Objections '), if any. If Purchaser gives such notice to Seller Seller shall have the option, but not the obligation, to cure the Objections. (d) If Purchaser gives notice of Objections, and Seller does not, will not, or cannot cure the Objections, cause the Title Commitment and Survey to be amended to give effect to matters that are cured, and give Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice of Objections from Purchaser ("Cure Period") then Purchaser shall have the right either (i) to terminate this Contract by giving written notice thereof to Seller at any time after the expiration of such Cure Period but prior to the expiration of the Option Period (as hereinafter defined) and, upon such termination, the Earnest Money (including all interest earned thereon) will be returned to Purchaser, the Contract will terminate, and neither party hereto shall have any further rights or obligations, or (ii) to waive the Objections and consummate the purchase of the Property subject to the Objections which shall be deemed to be Permitted Encumbrances. Notwithstanding the foregoing sentence, if Seller has commenced curing the Objections and is diligently prosecuting the same, as determined by Purchaser in Purchaser's reasonable discretion, then Purchaser in Purchaser s sole discretion may extend the Cure Period for an amount of time Purchaser deems necessary for Seller to cure the same. Section 5. Review Reports. Within five (5) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser s review any and all environmental or engineering reports and studies in Seller's possession concerning the Property. Seller shall also deliver copies of any agricultural or grazing leases relating to or affecting the Property. Section 6. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property to take samples under the following conditions: (a) Sampling shall be limited to surface water and sediment samples ("Samples') from the pond water and pond bottom sediment as more specifically referenced in Section 1, page 2 of the Phase I Environmental Site Assessment prepared for the City of Fort Worth by TranSystems Corporation Consultants and Wolf Eagle Environmental, LLC and dated November 18, 2010 ("Phase I Study"); (b) Testing of the Samples shall be for the sole purpose of affirming or denying the existence of contamination by heavy metals, hydrocarbons or Naturally Occurring Radioactive Material ("Tests") as identified in the Phase I Study The collection of the Samples and Tests shall be conducted at Purchaser's sole risk and expense and Purchaser agrees to defend Seller and the Property from any liens and claims resulting from such sampling and testing; (c) Purchaser shall provide notification to Seller at least seven business days before entering the Property to take the Samples to allow the Seller to arrange to have its representative ("Seller's Representative') present for observation and to have Seller's Representative take split samples of any materials collected pursuant to this Contract. This notification shall include (i) the plan for taking the Samples (e.g, sampling locations number of Samples, depth intervals, etc.); (ii) the specific types of Tests that will be conducted using the Samples; and (iii) the laboratory that will be conducting the Tests; 1245777_5 4 (d) In conducting the Tests, Purchaser shall require in its contracts with any contractor the following covenants: (i) Damage Claims. During the course of any activity under this Contract Purchaser shall require any of Purchaser's contractors (including subcontractors of any tier) to indemnify and hold harmless Seller against claims or suits (including reasonable attorneys fees and costs of defense) for damage, liability or loss including property loss, property damage, personal injury and wrongful death (including but not limited to the injury or death of Seller's officers, agents, servants and employees) arising out of or related to said contractor's or their subcontractor's activity on the Property to the extent caused by said contractor's or subcontractor's negligent acts, errors, omissions and/or wrongful conduct. (ii) Performance of Work. Purchaser shall require any of Purchaser's contractors (including subcontractors of any tier) to perform all work done in connection with Tests as expeditiously as possible so as not to interfere unreasonably with the use and occupancy of Seller's property by Seller, its agents, contractors and subcontractors, employees, invitees, licensees, and representatives. In addition, Purchaser shall cause all work to be cleaned up as is reasonably prompt in order to minimize disruption or Seller's inconvenience in the use of its property. (iii) Restoration of Grantor's Property. After any disturbance of the surface of the Seller's property caused by conducting the Tests, Purchaser shall require any of Purchaser's contractors (including subcontractors of any tier) to restore the surface to the same or similar condition as existed before any such disturbance. (e) The Property will be restored by Purchaser as near as possible to its original condition at Purchaser's sole expense following the collection of the Samples. The Purchaser shall deliver to Seller any and all reports or results of Tests, including a copy of the original report, results, and QA/QC data produced by the laboratory used by the Purchaser upon receipt of such results. Section 7. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until ninety (90) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 6 above) and the satisfaction of Purchaser's Objections to the Title Commitment. (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 7(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, the Earnest Money (including all interest earned thereon) will be returned to Purchaser, the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) The provisions of this Section 7 control all other provisions of this Contract. (d) The parties agree that the Option Period will not be extended upon expiration without a written amendment signed by both parties. 1245777 5 5 Section 8. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before fifteen (15) days after the expiration of the Option Period. Section 9. Closing (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following' (i) A Special Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, but containmg a reservation of the mineral rights and the water rights, with the precise form of the Deed to be determined pursuant to Section 12 below; (ii) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 9(a)(3) below; and (iii) The Memorandum of Purchase Rights, as described in Section 2 above. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or a certified or cashier s check or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price adjusted for closing costs and prorations Purchaser shall also deliver its executed counterpart of the Memorandum of Purchase Rights. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however the printed form survey exception shall be limited to "shortages in area, the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: `Standby Fees and Taxes for the year of Closmg and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership." (4) Seller and Purchaser shall each pay their respective attorneys' fees. (5) Seller shall pay all recording fees, and Seller and Purchaser shall evenly split any other closing costs as set forth by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing Therefore any ad valorem taxes assessed against the property for 2011 shall be for the period of time the Property was owned by Seller, and based on estimates of the amount of taxes that will be due and payable on the Property during 2011, Seller shall 1245777_5 6 pay for any taxes and assessments applicable to the Property up to and including the date of Closing As soon as the amount of taxes and assessments on the Property for 2011 is known Seller shall pay any additional amount of taxes to be paid for any taxes and assessments applicable to the Property up to and including the date of Closing, and Purchaser shall pay taxes and assessments, if any applicable to the Property after Closing The provisions of this Section 9(b) survive the Closing (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted Encumbrances. Section 10. Desien Standards. Purchaser represents, warrants and agrees that all construction of improvements on the Property will meet or exceed the design standards as presented and portrayed in City of Fort Worth public meetings regarding the Reclamation Facility as more fully set forth in EXHIBIT "B" attached hereto and incorporated herein by reference. This provision shall survive the Closing of this Contract. Section 11. Agent. George D. Duncan, and/or assigns, is the broker ("Broker') involved in the transaction. If but only if the Closing occurs on the terms set forth in this Contract and the Purchase Price is funded, and not otherwise, Seller shall pay to Broker a fee as more fully set forth in a separate written agreement. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction other than Broker. Seller agrees to indemnify, defend and hold Purchaser harmless from the claims of any agent, broker or similar party claiming by, through or under Seller. This provision shall survive the Closing or termination of this Contract. Section 12. Closine Documents. No later than fifteen (15) days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to the Deed and the Memorandum of Purchase Rights) for Purchaser's reasonable right of approval. Section 13. Time of the Essence; Time for Execution. Time is of the essence of this Contract If Purchaser has not executed and returned this Contract to Seller by 2:00 p m., Central Daylight Time, on July 29, 2011, this Contract is null and void. Section 14. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below (iv) deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below, (v) telecopied to the party at the telecopy number listed below, provided that the transmission is confirmed by telephone on the date of the transmission, or (vi) e-mailed to the party at the e-mail address listed below, followed with delivery through another method stated above. 1245777_5 7 (b) The address of Purchaser under this Contract is: City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Frank Crumb Water Department Telephone: Fax: (817) 392- E-mail: With a copy to: Leann D. Guzman City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 Telephone: (817) 392-8973 Fax: (817) 392-8359 E-mail: Leann.Guzman@fortworthgov.org (c) The address of Seller under this Contract is: 201 Main Street Fort Worth, Texas 76102 Attention: George Duncan Telephone: (817) 338-2022 Fax: (817) 390-8739 With a cony to: Sharon S. Millians Kelly Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Telephone: (817) 878-3537 Fax: (817) 878-9737 E-mail: Sharon.Millians@keilyhart corn and with a copy to: George Duncan, Jr. 201 Main Street, Suite 3200 Fort Worth, Texas 76102 Telephone: 817-3 3 9-7702 E-mail: GDuncan@barbnet.com (d) From time to time either party may designate another address, fax number, or e-mail address under this Contract by giving the other party advance written notice of the change Section 14. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder. At that time, the Title Company is instructed to deliver the Earnest Money to Seller as liquidated damages and agreed upon damages. Purchaser and Seller acknowledge that they have discussed the impracticality and extreme difficulty of fixing the actual damages to Seller in the event of Purchaser's default. The parties agree that the amount of the Earnest Money represents a reasonable estimate of the actual damages Seller would incur in the case of such a default by Purchaser, and Seller intends that Purchaser be able to limit its potential liability to Seller in the event that this transaction fails to close. (b) If Seller fails or refuses to consummate the sale of the Property pursuant to this Contract at Closing or fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this 1245777_5 8 Contract, then Purchaser, as Purchaser's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder. At that time the Title Company is instructed to return the Earnest Money (including all interest earned thereon) to Purchaser. Section 15. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 16. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party Section 17. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 18. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 19. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be made in Tarrant County, Texas. Section 20. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 21 Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 22. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday then the Closing or the day for such perfoit lance, as the case may be, shall be the next following regular business day. The date on which the Title Company receipts a copy of the fully executed Contract is the `Effective Date ' Section 23. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 24. Terminology. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context, any gender includes any other gender, the singular includes the plural, and the plural includes the singular. Section 25. Construction. Each party and its counsel have reviewed and revised this Contract and agree the normal rule of construction that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. 1245777_5 9 Section 26. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party or parties may be entitled. Section 27. AS IS Provision. The parties agree that, except as otherwise set forth in this Contract, Seller is selling and Purchaser is buying the Property AS IS, AND WITH ALL FAULTS. PURCHASER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS CONTRACT AND SELLER'S WARRANTIES OF TITLE TO BE CONTAINED IN THE DEED TO BE DELIVERED AT CLOSING, SELLER HAS NOT MADE AND IS NOT MAKING, AND SELLER SPECIFICALLY DISCLAIMS, ANY WARRANTIES OR REPRESENTATIONS WITH RESPECT TO (i) THE PHYSICAL OR ENVIRONMENTAL CONDITION OF THE PROPERTY, (ii) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, SUITABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, (iii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY IMPROVEMENTS ON THE PROPERTY, AND (iv) THE MANNER, QUALITY, STATE OF REPAIR, OR LACK OF REPAIR OF THE PROPERTY PURCHASER WILL MAKE SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF. The provisions of this Section 27 will survive the Closing. Section 28. Tax -Deferred Exchange. If Seller elects to effect a tax deferred exchange, Purchaser, upon written request from Seller, agrees to accommodate the electing party and to execute additional instruments to effect the exchange, provided that Purchaser shall incur no additional costs or liabilities as a result of or connected with the tax deferred exchange The provisions of this Section shall survive the Closing Section 29. Purchaser Notice to Seller Purchaser hereby advises Seller that Purchaser has an immediate and critical need for the Property to be incorporated into Purchaser's sewage -treatment operations and that should Seller not agree to sell the Property to Purchaser under the terms and conditions of this Contract, Purchaser intends to immediately initiate the process to exercise its eminent - domain powers to seek to acquire the Property in accordance with applicable law. The parties hereby acknowledge that this Contract has been negotiated and executed under threat or imminence of requisition or condemnation within the meaning of Internal Revenue Code Section 1033, et seq. Nothing in this Contract, however, shall be construed as a warranty or guarantee by Purchaser as to the tax consequences to Seller of the transaction contemplated by this Contract. Section 30. Non -Annexation Provision. As a condition to sale, the Purchaser agrees that the Adjacent Property identified in EXHIBIT "C" attached hereto and incorporated herein by reference shall not be annexed for full or limited purposes by the Purchaser before fifteen (15) years after the Closing Date without the express written consent of Seller, but shall remain in the extraterritorial jurisdiction of the Purchaser and shall be subject to all regulations incident thereto Purchaser's obligations under this Section are contingent on (i) Seller or an affiliate of Seller owning the Adjacent Property and (ii) the use of the Adjacent Property remains an agricultural use. A separate form of annexation agreement ("Annexation Agreement") setting forth these obligations more fully will be delivered by Purchaser to Seller during the Option Period, and the Seller and Purchaser will negotiate and agree upon a final form of the Annexation Agreement prior to the expiration of the Option Period. The provisions of this Section shall survive the Closing [Signature Page Follows] 1245777_5 10 SELLER: 820 MANGAGEMENT TRUST By: Nam - • • r on oore Title: Attorney -in -Fact for Lee M. Bass, Trustee Date Executed: July 13 , 2011 PURCHASER: CITY OF FORT WORTH, TEXAS By: oin4serepog Name: Fernando Costa Title: Assistant City Manager ?ZiZa// Date Executed: Attest: Marty He(14WV\ y Secretary M&C ic&- Date: 1."71_L Q p:A. 0 : ° %cm% °p t*g 0 o�'f c.0n°i� Cl t-S 9. s�`ti' APPROVED AS TO LEGALITY AND FORM Oa Aid ssistant City Attor OFFICIAL RECORD CITY SECRETARY Ft WORTH, TX 1245777_5 11 By its execution below, Title Company acknowledges receipt of the Earnest Money described in this Contract, and agrees to hold and deliver the same and fulfill its other obligations under this Contract. TITLE COMPANY: Rattikin Title Company By: Name: Title: 1245777_5 12 EXHIBIT "A" Legal Description of Property Being a tract of land situated in the J. Johnson Survey, Abstract Number 871 and the C. K. Gleason Survey, Abstract Number 559, Tarrant County, Texas, being all of that certain 88.383 acre tract of land conveyed by deed to Lee M. Bass, Trustee for the 820 Management Trust, in Volume 13824, Page 336, Deed Records, Tarrant County, Texas (D.R.T.C.T.) and a portion of that certain 284.53 acre tract of land conveyed by deed to Lee M. Bass, Trustee for the 820 Management Trust, in Volume 13824, Page 337, D.R.T.C.T. and being further described by metes and bounds as follows: BEGINNING at a 1/2 capped inch iron rod stamped "Area Surveying" found at the northwest corner of said 88.383 acre Lee M. Bass tract and most northerly northeast corner of that certain tract of land conveyed by deed to West Side Sanitary Land Fill, Inc , in Volume 6477, Page 335, D.R.T.C.T. and being in the south line of that certain tract of land conveyed by deed to Waste Management of Texas, Inc., in Volume 12208, Page 2281, D.R.T.C.T., from which an axle found for the northwest corner of said West Side Sanitary Land Fill tract bears N 89° 24' 40" W, 661.37 feet; Thence S 89° 24' 40" E, along the common north line of said 88.383 acre tract and the south line of said Waste Management of Texas tract, 168.55 feet to a railroad spike set, being the southernmost southwest corner of said 284.53 acre tract and the southeast corner of said Waste Management of Texas tract; Thence N 46° 41' 26" W, along the common west line of said 284.53 acre tract and the east line of said Waste Management of Texas tract, 257.95 feet to a railroad spike set; Thence S 89° 24' 40" E, crossing said 284.53 acre tract, 3,055.57 feet to a PK Nail set in asphalt, being in the east line of said 284.53 acre tract and the centerline of County Road Number 1029 (Chapin Road); Thence S 0° 02' 57" W, along the common east line of said 284.53 acre tract and said centerline, 175.01 feet to a PK Nail set in asphalt, being the southeast corner of said 284.53 acre tract on the north line of said 88.383 acre tract, from which a 1 inch iron rod found bears N 89° 24' 40" W, 21.00 feet; Thence S 89° 24' 40" E, along the common north line of said 88.383 acre tract and the centerline of said County Road Number 1029 (Chapin Road), 16.43 feet to a PK Nail set in asphalt for the northeast corner of said 88.383 acre tract and the northwest corner of that certain 145.309 acre tract conveyed by deed to Lee M. Bass, Trustee for the 820 Management Trust, in Volume 13824, Page 339, D.R.T.C.T.; Thence S 08° 35' 14' W, along the common east line of said 88.383 acre tract and the west line of said 145.309 acre tract, at a distance of 15.08 feet passing a found 1 inch iron rod found, in all a total distance of 1,224.73 feet to a 1 inch iron rod found; 1245777_5 13 Thence S 16° 57' 44" W, continuing along said common line, 859.04 feet to a 5/8 inch iron rod with cap stamped TRANSYSTEMS CORPORATION' set, being the southeast corner of said 88.383 acre tract and the easternmost northeasterly corner of said West Side Sanitary Land Fill tract; Thence N 56° 24' 21" W, along the common southwest line of said 88.383 acre tract and the northeasterly line of said West Side Sanitary Land Fill tract, 714.58 feet to a 5/8 inch iron rod with cap stamped `TRANSYSTEMS CORPORATION set; Thence S 78° 10' 39" W continuing along said common line, 408.70 feet to a 5/8 inch iron rod with cap stamped `TRANSYSTEMS CORPORATION' set; Thence N 80° 13' 21" W, continuing along said common line, 300.70 feet to a 5/8 inch iron rod with cap stamped `TRANSYSTEMS CORPORATION' set; Thence N 19° 18' 21" W, continuing along said common line, 671.20 feet to a 5/8 inch iron rod with cap stamped `TRANSYSTEMS CORPORATION' set; Thence N 60° 38' 21" W, continuing along said common line, 811.25 feet to a 5/8 inch iron rod with cap stamped `TRANSYSTEMS CORPORATION' set; Thence N 30° 44' 21 ' W, continuing along said common line, 779.65 feet to the POINT OF BEGINNING and containing 100.167 acres (4,363,279 square feet) of land, more or less. 1245777_5 14 EXHIBIT "B" Design Standards Chapter 3 - Design Criteria It should be noted that the design criteria used throughout this study were based on the best available information at the time this report was prepared. The City will update this information periodically as new information becomes available. Treatment technology is likely to advance in the future and, while the City will remain committed to the community livability of the facility, the actual technology used to achieve this goal may change in the future. Marv's Creek Water Recvclino Center * Recommended treatment processes for the proposed MCWRC are summarized in this section for both a conventional and a membrane bioreactor treatment system. The City's commitment to community livability is reflected in the additional buffer zone incorporated and the addition of a joint use facility which will serve as an amenity to the community. This commitment from the City insures that the actual treatment facility would not be adjacent to neighboring homes and neighborhoods, churches, schools and other community facilities Either a conventional or a membrane bioreactor treatment system may be appropriate for the facility. A membrane bioreactor treatment system is a type of treatment technology that uses fine filters submerged in an activated sludge tank that remove bacteria and organic matter from wastewater. The membranes are hollow, hair -like strands with small pores. Each strand has millions of tiny pores that suck in water molecules. Other components of a facility utilizing a membrane bioreactor treatment technology include preliminary treatment units, aeration basins (pre -anoxic, aerobic, and post -anoxic zones for nutrient removal), and ultraviolet disinfection. The components of a membrane bioreactor treatment facility are described in more detail in this section. A conventional treatment system is a type of treatment technology which utilizes conventional activated sludge aeration basins, final clarifiers, and filters rather than membranes for removal of bacteria and organic material. Solid matter, also known as sludge or solids, is removed from the wastewater throughout the treatment process and can be returned to the collection system for treatment at another facility, or can be processed and sent to a landfill, or be beneficially reused. Other components of a facility utilizing a conventional treatment technology include preliminary treatment units and ultraviolet disinfection. The components of a conventional treatment facility are described in more detail in this section. A membrane bioreactor facility offers several advantages over conventional treatment facilities, but has a higher capital cost. A membrane bioreactor facility would occupy less land, provide an 24 *Mary's Creek Basin Water Reclamation Facility 1245777_5 15 advanced level of treatment (which may be beneficial for reuse applications) and emit less odor. (Regardless of the treatment technology used, the City is committed to providing an additional level of advanced odor control in order to comply with community standards at the MCWRC.) Additionally a membrane bioreactor facility, due to its smaller footprint may offer the opportunity to better conform to community livability standards. Untreated wastewater entering a treatment plant is referred to as influent, while treated water at the end of the wastewater treatment process is referred to as effluent. Preliminary sizing of the treatment units for the MCWRC has been done according to the TCEQ Design Criteria for Sewerage Systems and according to engineering practice and experience to meet the projected treated water effluent requirements, including nutrient removal. Membrane Bioreactor Treatment System A membrane bioreactor system is an option for the MCWRC based on the desire for high -quality reclaimed water production, a smaller footprint, less sludge production, and the opportunity for more efficient odor control. Membrane bioreactor systems remove the need for secondary clarification and effluent filtration, thus requiring a smaller land footprint. Membrane bioreactor systems also produce less sludge, which is particularly valuable in this instance, as sludge will likely be sent to the Village Creek WWTP. Membrane bioreactor units are capable of producing high -quality effluent which is Ideal for reuse applications. The purpose of this section is to describe the recommended treatment units which were selected to provide a conservative, planning -level opinion of probable cost and to provide an estimate of the land needed for a facility. Alternative treatment units could be considered during preliminary design. Cost estimates for the construction of the units described in this section are provided in Chapter 6 of this report. An example site plan is shown in Figure 3-1, and a treatment process schematic is shown in Figure 3-2. The MCWRC is planned to be constructed in three phases. The acreage values provided in this section reflect the ultimate buildout land requirements. The first phase projections should be reevaluated prior to preliminary design pending both the results of the Wastewater Master Plan and potential commitments from regional customers. Although the example site plan in Figure 3-1 shows a required site of approximately 20 acres, which includes 25 1245777_5 16 the required buffer of 150 feet between any treatment facility and the property line, it is advisable to acquire at minimum a 100 acre site. In addition to the 20 acres required for the treatment units, an additional five acres for reclaimed water facilities, 10 acres for potential solids treatment, and 10 acres for additional buffer zone (in addition to the TCEQ requirement of 4.3 acres for a membrane bioreactor-type plant) have been allocated. Although the plan is to send solids back into the collection system for ultimate treatment at Village Creek Wastewater Treatment Plant, it is prudent to reserve some area for potential solids processing and/or treatment in the future. Therefore, the actual treatment facility at buildout conditions will occupy about 45 acres. The remaining acreage (55 acres for a membrane bioreactor-type plant) will be utilized for a joint use facility. Chapter 309 of the Texas Administrative Code requires most treatment plant units to maintain a 150 foot buffer distance between the treatment facility and adjacent properties. This requirement corresponds to approximately 4.3 acres for the MCWRC. As part of its commitment to community livability, the City of Fort Worth is significantly exceeding this requirement by not only providing additional buffer (about 10 acres) within the 45 acres, but also by incorporating an additional 55 acres of buffer zone that will be utilized for a joint use facility. The entire facility (treatment portion and joint use facility) will occupy a total of 100 acres. This commitment from the City insures that the actual treatment facility would not be adjacent to neighboring homes and neighborhoods, churches, schools and other community facilities. In addition, the site must be located outside of the 100-year flood plain or protected from a 100- year flood event. Other restrictions on WRC sites are contained in Texas Administrative Code Title 30, Chapter 309, Subchapter B. WRC sites may also be restricted in wetland areas, within 500 feet of a public water well, and within 250 feet of a private water well. Additionally, compliance is required for abating and controlling nuisance odors The City is committed to providing an additional level of advanced odor control in order to comply with community standards at the MCWRC. Fine Screens Flow from the influent lift station will be pumped to the fine screens to remove rags and other bulk materials that could damage or clog downstream units. Collected screenings will be disposed of at a landfill. The fine screens consist of one 20 MGD unit in Phase 1. In Phase 2, this unit will be replaced 26 1245777_5 17 by two 32 MGD fine screens with compactor and a bypass channel with a manual bar rack. An additional 32 MGD fine screen will be provided in the ultimate phase. The additional fine screen capacity is required by Texas regulations to allow for occasional peak flows and for the largest screen to be out of service. Vortex Grit Concentrators The vortex grit concentrators will remove sand, grit, and other heavy, abrasive materials that can cause wear on pumps and other equipment. Flow will proceed from the vortex grit concentrators to aeration basins. In Phase 1, a 25 MGD vortex grit concentrator; a grit pump located in a vault; and a hydrogritter, dumpster, and division box will be added. Two-25 MGD vortex grit concentrators will be added in Phase 2. An additional 25 MGD vortex grit concentrator will be provided in the ultimate phase. Aeration Basins The aeration basins will contain a well -mixed anaerobic zone, a pre- and post -anoxic zone, and an aerobic zone with air diffusers. Activated sludge will be added to the aeration basin in the anaerobic zone. In the anaerobic zone, microorganisms in the activated sludge will provide biological removal of phosphorus from the wastewater. The anoxic zone will provide a transition to an aerobic zone. In the aerobic zone, biochemical oxygen demand (BOD) and ammonia will be oxidized. Flow will proceed from the aeration basins to the membrane bioreactor tank. Four aeration basins will be provided for Phase 1, with four additional aeration basins provided in Phase 2 and three additional basins provided in the ultimate phase. Blowers will be located on a concrete pad inside a building with a metal roof. Three blowers will be provided in Phase 1. In Phase 2 six blowers with a larger capacity will be added. Two additional blowers will be added in the ultimate phase. Membrane Bioreactor Units Figure 3-3 provides a process schematic of a typical membrane system. Various proprietary membrane technologies are available and should be investigated as part of preliminary design. Membrane bioreactor units have a greater energy demand than conventional treatment facilities, and fouling control methods must be incorporated into operations. 27 1245777_5 18 V1 Q► c 0 a u in s u y U T 0 2 v 0 Si eee I 0 ppO t0 O o. ti Jon 22, 2010 — Figure 3-1. Mary's Creek Membrane Bloreactor System Example Site Plan 150' BUFFER ZONE PRELIMINARY TREATMENT UNIT 1000R CONTROL _ ADMINISTRATION/ LABPANNTENANCE/ CHEMICAL FEED BUILDING r , • 0 f MaR t`JNITS • 7 4 I r I LEGEND PHASE I (5 MGD) PHASE II (15 I1GD) ULTIMATE (25 42 MG()) BUFFER ZONE 1 I 1 I I f a s o a I I I I F-_�_..__� 111 I ill r -1 f 1 - -- I I I 0 I I I I ' 44. �.._._.� fl M BUFFER ZONE SCALE: )is'. = 1'-O" 28 I • • I i I • • • i • i • • • I 1 UV DISINFECTION SYSTEM AND EFFLUENT FLOW MEASUREMENT ACREAGE = 17.22 1 _ AERATON I BASINS 150' BUFFER ZONE 1245777 5 19 Figure 3-2 Mary's Creek Membrane Bioreactor System Process Schematic \1,..111 la Influent Vey Gilt e'er""`a coned ads f� ema 1:7 a Screenies GriltTo To Landfill Landfill Oubseerged Membrane 1W Ifv u=fanns Dsiieclon 29 To vcw►A�UIP' To reciaired cusiooieraugur Meier d Ige Key {jam Solids Qs ocessaeg ,J Pi ocessing Unit Unit Note: An odor control system will also be incorporated in the system. Ultraviolet Disinfection and Discharge Ultraviolet (UV) lamps placed in the flow stream will inactivate harmful microorganisms in the treated effluent prior to discharge. UV disinfection was selected instead of chlorination/dechlorination as the primary disinfection method because it is slightly less expensive, minimizes safety hazards from chlorination/dechlorination chemicals, and is highly effective in deactivating cryptosporidium. UV disinfection also avoids the potential disinfection byproducts associated with chlorination. Flow will proceed from UV disinfection to the discharge outfall, where the treated effluent (reclaimed water) will either be discharged to the receiving water or routed to the reclaimed water distribution system. Chlorination will still be required for the reclaimed water distribution system. The UV disinfection system will consist of a structure with three flow channels. In Phase 1, three banks of UV lights will be installed in one channel, and three plant water pumps will be installed at the end of the UV channels. In Phase 2, three additional channels will be added to increase the capacity. In the ultimate phase, an additional three banks of UV lights will be installed. Figure 3-3. Membrane Bioreactor Process Schematic Immersed nicinhrane's Permeate ptJiiip alemhrane lank Backpulwetank Air --. Pu rve/Re ec t injection •1 Blower Solids Handling Excess sludge that accumulates during the treatment process may be conveyed to the Village Creek Wastewater Treatment Plant via the Village Creek collection system which is in close proximity to the proposed plant site. Alternatively, solids may be handled on -site, if conditions in 30 1245777_5 21 the future change. Figure 3-1 does not include land for solids handling on -site. Additional acreage would need to be acquired for this purpose, and is included in the 100-acre estimate provided in this report. Odor Control The City is committed to providing an additional level of advanced odor control in order to comply with community standards at the MCWRC. In Phase 1, the preliminary treatment unit will be covered to reduce ambient odors. Blowers will transport air from the fine screen and grit concentrator areas to a manufactured odor control unit where microorganisms will transform odorous compounds to nonodorous compounds. The membrane bioreactor units will be housed in a building constructed during Phase 1. The aeration basins can also be covered to provide additional odor control. The "scrubbed" air will be discharged to the atmosphere. Other In Phase 1, a 2,700 square foot permanent administration building, a fiberglass enclosure for the chemical feed system (for nutrient removal), and a concrete road will be provided. A 2,700 square foot building will be provided in Phase 2. In the ultimate phase, an additional fiberglass enclosure for the chemical feed system and additional concrete road will be provided. Conventional Treatment System Recommended treatment processes for a proposed conventional MCWRC are summarized in this section. An example site plan is shown in Figure 3 4, and a treatment process schematic is shown in Figure 3-5. The purpose of this section is to describe the recommended treatment units which were selected to provide a conservative, planning -level opinion of probable cost and an estimate of the land needed for a facility Alternative treatment units could be considered during preliminary design. Cost estimates for the construction of the units described in this section are provided in Chapter 6 of this report. The MCWRC is planned to be constructed in three phases. The acreage values provided in this section reflect the ultimate buddout land requirements. The first phase projections should be reevaluated prior to preliminary design pending both the results of the Wastewater Master Plan and potential commitments from regional customers. 31 *Community standards will be deemed to have been violated if among other things, reasonable complaints of offensive odor levels are filed by adjacent property owners to the Property. 1245777_5 22 Although the example site plan in Figure 3-4 shows a required site of approximately 30 acres, which includes the required buffer of 150 feet between any treatment facility and the property line, it is advisable to acquire at minimum a 100 acre site. In addition to the 30 acres required for the treatment units, an additional five acres for reclaimed water facilities, 10 acres for potential solids treatments, and 10 acres for additional buffer zone (in addition to the TCEQ required buffer zone) have been allocated. Although the plan is to send solids back into the collection system for ultimate treatment at Village Creek Wastewater Treatment Plant, it is prudent to reserve some area for potential solids processing and/or treatment in the future. The remaining acreage (approximately half of the 100 acres) will be utilized for a joint use facility. The entire facility (treatment portion and joint use facility) will occupy a total of 100 acres, although the treatment portion will only occupy approximately half of the 100 acres. 10 acres of the joint use facility may need to be reallocated for treatment facility acreage if the plant is a conventional treatment scheme. Chapter 309 of the Texas Administrative Code requires most treatment plant units to maintain a 150 foot buffer distance between the treatment facility and adjacent properties. As part of its commitment to community livability, the City of Fort Worth is significantly exceeding this requirement by not only providing additional buffer (about 10 acres) within the 55 acres required for a conventional facility, but also by incorporating an additional 45 acres of buffer zone that will be utilized for a joint use facility. The entire facility (treatment portion and joint use facility) will occupy a total of 100 acres. This commitment from the City insures that the actual treatment facility would not be adjacent to neighboring homes and neighborhoods, churches, schools and other community facilities. The site should be located outside of the 100-year flood plain or protected from a 100-year flood event. Other restrictions on WRC sites are contained in Texas Administrative Code Title 30, Chapter 309, Subchapter B. Fine Screens, Vortex Grit Concentrators, and Aeration Basins The fine screens, vortex grit concentrators, and aeration basins will be consistent with what is described in the membrane bioreactor section of this chapter. Final Clarifiers In the final clarifiers, the activated sludge will settle out of the wastewater. Alum may be added 32 1245777_5 23 to the activated sludge prior to the final clarifiers if it is necessary to remove additional phosphorus from the flow. Return activated sludge (RAS) will be returned to the aeration basins, and waste activated sludge (WAS) will be directed to the solids dewatenng process described below. From the final clarifiers, flow will proceed to the filters. The final clarifiers in Phase 1 will be 80 feet in diameter with a water depth of 16 feet. Four clarifiers will be provided for Phase 1, with two additional clarifiers provided in Phase 2 and three additional clarifiers provided in the ultimate phase. The clarifiers provided in Phases 2 will have a diameter of 150 feet and a water depth of 16 feet. Filters Filters will polish the clarified effluent by further removing suspended solids. From the filters, flow will proceed to the UV disinfection unit. Filter backwash will be returned to the influent lift station. Filters with pump vaults will be provided in Phase 1. The filters will have approximately 30 MGD peak filtration capacity. Phase 2 and 3 will duplicate the filters provided in Phase 1 to provide 60 and 100 MGD peak filtration capacity. Ultraviolet Disinfection and Discharge, Solids Handling and Other Requirements The UV disinfection and discharge, solids handling, and other requirements will be consistent with what is described in the membrane bioreactor section of this chapter. Odor Control The City is committed to providing an additional level of advanced odor control in order to comply with community standards at the MCWRC. In Phase 1, the preliminary treatment units will be covered to reduce ambient odors. Blowers will transport air from the fine screen and grit concentrator areas to a manufactured odor control unit where microorganisms will transform odorous compounds to nonodorous compounds. The final clarifiers can also be outfitted with launder covers to provide additional odor control. The aeration basins can also be enclosed or covered to provide additional odor control. The "scrubbed" air will be discharged to the atmosphere. 33 1245777_5 24 Collection System Modifications To maximize utilization of the existing wastewater collection system, a diversion lift station should be constructed at or near the intersection of Loop 820 and Mary's Creek. The construction of a lift station will maximize the amount of wastewater delivered to a MCWRC by utilizing pumping. Two existing large -diameter pipes (15 and 24-inch) intersect at this point, and the construction of a lift station could capture up to approximately 19 MGD (average daily flow)4 of flow from the Mary s Creek Basin during build -out conditions. The amount of flow captured by the lift station should be updated pending the results of the Wastewater Master Plan. The lift station will convey the wastewater to the plant headworks. It is anticipated that the lift station will be approximately 30 feet deep with 2-foot thick walls, although the actual depth will depend on conditions at the selected lift station site. Five 6.0- MGD pumps will be provided initially with six 6.0-MOD pumps added in Phase 2. A replacement influent lift station will be constructed in the ultimate phase to house eleven 10.0-MGD pumps. Odor control can be incorporated into the lift station site as well. Effluent Discharge The selection of treatment processes depends on quality requirements for the treated effluent. These quality requirements are driven by the Texas Surface Water Quality Standards (TSWQS) and the desired reclaimed water quality. Treated wastewater effluent that is discharged to surface water must be of sufficient quality for the water body to comply with the TSWQS. It is anticipated that treated wastewater effluent would be discharged into Mary s Creek. However, this is ultimately dependent on issuance of a discharge permit by the TCEQ and the specific effluent requirements that would be defined by that permit. A number of factors (such as permitting issues, indirect reuse decisions, and water quality parameters) may dictate discharging effluent in part or in total to other streams. Two additional potential areas for effluent discharge were identified during this study — a Live Oak Creek discharge (that would flow to Lake Worth) and a Clear Fork Tributary discharge (that would flow to Benbrook Lake). Further water quality modeling and investigations are needed to determine the most appropriate location(s) for effluent discharge from the MCWRC. Potential reuse 4 The flow from Fort Worth and its ETJ that is in the Mary's Creek drainage basin — does not include area of Walsh Ranch located outside of Mary's Creek drainage basin (approximately 1.6 MGD). 34 1245777_5 25 opportunities as described in this report may further reduce the amount of water discharged to the waters of the State. 35 1245777_5 26 0 b t D n Y a n O 0 0 u c 0 I n 0 v o to 0 n ti u 0 .Q o. E 0 n 0 S G N GV N G O Figure 3-4. Mary's Creek Conventional System Example Site Plan 0// /r 1 L— i1 I 1 I L...__J IODOR C TRO!_�� , IJ 150'y ��s w:1l F n LOAD �� if SCALE: )(6" = 1.-0` • r rn_ I , J —r i • ADM CTRATION/ IA8/wNTENANCE/ CHE1MICAL FEED BL UYNG 1 I ® BuFFER ZONE AERATION BJSINS - b SHOL NC 'TANKS j BUFFER ZONE i W D{SINFECTION SYSTEM AND EFFLUENT FLOW IMEASUREI.IEPJT ACREAGE = 28.89 36 t PHASE 1 (5 ►u-0) PHASE tl (15 11o) •. _ - °MIME (25.42 MCD) 0 V i I �^ i 1 W BtMrrPt ZONE 1245777_5 27 Influent Fine Sci eens Figure 3-5. Mary's Creek Conventional Process Schematic Vortex Grit Concentrator Screenings 93rit To To Landfill Landfill Aeration Basins Final Clarifiers Note: An odor control system will also be incorporated in the system. 37 Filters To V"CWINTP Disinfection Discharge Meter Key rua,Liquid quip! Unit Solids Processing Unit i ■ i NI TOIL T HAMAN _A-7s2 _ • • I Ntrint iron A BOON KELSEY HT&BRR 19 L 1 1 i 1 1 1 EXHIBIT "C" Marys Creek Tarrant County, Taw Adjacent Property • i • 2DCO IN FEET T&NI�R� R F RACHARN � BURLESON +r—ts..+ J S WARD A-1 -- 4-11115 J R WOODS N HOIBIiDp( rVIARYS mmmmmmmmm • igt-ifT1 F S SI WIoman J BURLESON CE RUR A-244 CK GLE N A -EN S PEiTrT Jti A-iS7 i G M lrI L74 t _ A-1235 I J H RURSEY 1 1245777_5 29 TIT CouNcIr'_ Air - Official site of the City of Fort Worth, Texas FORT WORTH amir COUNCIL ACTION: Approved on 7/26/2011 c Ordinace Nos. 19804 & 19806 I s .J DAM: 7/26/2011 RF.FERI=NCE NO.: L-15222 CODE: L TYPE: NON - CONSENT LOG NAME: PUBLIC HEARING: 60MARYS CREEK ACQUISITION NO SUBJECT: Authorize Acquisition of 100.167 Acres of Land Located Along Chapin Road in West Tarrant County for the Future Mary's Creek Water Reclamation Facility from The 820 Management Trust, for $4,900,000.00 Plus Estimated Closing Costs of $50,000.00, Authorize Transfer of Funds and Adopt Appropriation Ordinances (EXTRA TERRITORIAL JURISDICTION NEAR COUNCIL DISTRICTS 3 and 7) u 1nt III 11 HIi ¢ I RECOMi lL;NDATION: It is recommended that the City Council: 1. Adopt the attached appropriation ordinance increasing the estimated receipts and appropriations in the amount of $4,950,000.00 in the Sewer Capital Project Fund PS58; 2. Authorize the transfer of $4,950,000.00 from Sewer Capital Project Fund PS58 to the Sewer Capital Projects Fund P258; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Sewer Capital Projects Fund P258 in the amount of $4,950,000.00 from available funds; 4. Authorize the acquisition of 100.167 acre tract of land from The 820 Management Trust, located along Chapin Road in west Tarrant County; for the City of Fort Worth Water Department for $4,900,000.00 plus estimated closing costs of $50,000.00; and 5. Authorize the City Manager, or his designee, to execute and record the appropriate instruments conveying the property to complete the sale. DISCUSSION: On February 27, 2009 (M&C C-23367) the City Council authorized the award of an Engineering Agreement with TranSystems Corporation Consultants to conduct site evaluation of a Water Reclamation Facility operating within Mary's Creek drainage basin west of Loop 820 West. The evaluation processes resulted in three preferred sites for further detailed review and assessment. On February 9, 2010, the three finalist sites were made public during a presentation to the City Council's Infrastructure and Transportation Committee. Since then, the Water Department has conducted numerous public outreach efforts with neighborhood groups and other organizations in the area, along with an open house on April 7, 2010, a special neighborhood meeting on June 7, 2010 and meetings with Chapel Creek and Lost Creek Neighborhood Associations. These outreach efforts have not only presented facts and information to the public, but also generated feedback from citizens and stakeholders. Based on comments from citizens and other stakeholders and the evaluation of additional information related to neighborhood impacts, adjacent land uses, flood plain considerations, gas well drilling activities and proximity to Westside Water Treatment Plant; the final site selected was Site No. 10 (see attached Exhibit No. 1). Site No. 10 is located on the west side of the extra -territorial jurisdiction of the City of Fort Worth, at 11091 Chapin Road, approximately one half -mile north of IH 30 and one mile east of the Tarrant -Parker County line and is more particularly described as follows: Grantor The 820 Management Trust Legal Description Tract 1A, James C. Johnson Survey, I Acres I Amount 88.383 Abstract No. 871 Tarrant County, Texas Portion of Tract 1, Cyrus K. Gleason Survey Abstract No. 559 Tarrant County, Texas Total Land Cost Title Insurance and City% Share of Closing Costs GRAND TOTAL 11.784 I 100.167 $4,900,000.00 $ 50,000.00 $4,950,000.00 Site No. 10 includes land for the proposed Mary's Creek Water Reclamation Facility and regulatory required set -backs from adjacent property owners, together with additional acreage to allow greater set -backs and provides additional open space that can be available for joint use. An appraisal was performed by an independent licensed appraiser which is part of the standard process. The City and property owner agreed to the total purchase price of $4 900,000.00 for the property. The real estate taxes will be prorated with the seller being responsible for taxes due up to the closing date. The City will pay for title insurance plus its share of closing costs not to exceed $50,000 00. Included in the sales agreement the City commits to meet the design standard outlined in Chapter 3 of the final site selection report dated August 2010. The City further agrees that the water reclamation facility meets the community livability criteria such as odor control, noise abatement, appropriate and focused lighting, perimeter fencing, architectural enhancements and storm water guidelines for development. The City also agrees to wire earnest money to the title company within three days of Council's acceptance in the amount of $75,000.00, which is included in purchase price. Mary's Creek Reclamation Facility was identified in the May 2009 Impact Study as an Impact Fee eligible project. The property is located in the City of Fort Worth Extra Territorial Jurisdiction Near COUNCIL DISTRICTS 3 and 7, Mapsco 71 L FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendation and adoption of the attached appropriation ordinances, funds will be available in the current capital budget, as appropriated, in the Sewer Capital Projects Fund. TO Fund/Account/Centers FROM Fund/Account/Centers 1) PS58 441012 013580200050 $4.950.000.00 2) PS58 538040 07058020050 $4.950.000.00 1) PS58 538040 070580200050 $4.950.000.00 4) P258 541100 703290123941 $4.950.000.00 2&3) $4.950.000.00 P258 541100 7032900123941 2&3) $4.950.000.00 P258 476058 0703290123941 Submitted for City Manager's Office bv: Fernando Costa (6122) Oriainatinu Department Head: S. Frank Crumb (8207) Additional Information Contact: Peter Fu (8438) Fl I TAGHMEIU I S 60Marv's Creek WRF (MC Exhibit).pdf 60MARYS CREEK ACQUISITION Red REV.doc 60MARYS CREEK ACQUISITION Rec3 REV.doc