HomeMy WebLinkAboutContract 42911-A1CITY SECRKARY
CONTRACT NO. 42LLL
FIRST AMENDMENT OF ESCROW AND DEVELOPMENT AGREEMENT
THIS FIRST AMENDMENT OF ESCROW AND DEVELOPMENT AGREEMENT
( "Amendment") is made and entered into by and among ALAMO TITLE INSURANCE
COMPANY (the "Escrow Agent') SK HIGHLAND MEADOWS, L.P., a Texas limited
partnership (the `Seller "), and THE CITY OF FORT WORTH, a Texas municipal corporation
(the "Purchaser "), to be effective as of (although not necessarily on) June 15, 2012 ( "Effective
Date ").
RECITALS
A. Pursuant to that certain Contract for Sale and Purchase of Unimproved Property,
dated January 20, 2012 (the "Contract "), entered into between Seller and Purchaser, Seller
contracted to sell to Purchaser, and Purchaser contracted to purchase from Seller, that certain
approximately 75.732 acres of land located in Fort Worth, Tarrant County, Texas being more
particularly described in the Contract (the "Property "); and
B. Pursuant to Paragraph 6(b) of the Contract, the Parties and the Escrow Agent
entered into an Escrow and Development Agreement ( "Escrow Agreement ") on the Effective
Date.
C. The Parties desire to amend the Escrow Agreement to remove the closing
contingency related to the Grading and Fill Dirt, and make provision for certain work related to
the Fill Dirt as set forth herein below.
D. Except as otherwise defined herein, all of the defined terms in this First
Amendment have the same meanings givcn to those terms in the Contract.
AGREEMENT
In consideration of the mutual covenants in this First Amendment, Seller and Purchaser
agree as follows:
1. Amendment of Escrow Agreement. Seller and Purchaser amend the Escrow
Agreement as follows:
A. Disbursement of Funds. Section 3 of the Escrow Agreement is hereby
4 i. amended by deleting the final sentence "At Closing, the Escrow Agent shall disburse to
WSeller the balance of the funds it holds in escrow per this Agreement."
= B. Disbursement of Funds. Section 3 of the Escrow Agreement is further amended
eby adding the following paragraph to the end of the Section:
W"Escrow Agent shall release to Seller a second disbursement, consisting of the
balance of the funds it holds in escrow, save and except $250,000.00 ( "Second
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Release ") upon receipt of the pre -final inspection for the water and sewer utilities
and the street construction, which shall be forwarded to the Escrow Agent by
Purchaser as soon as practicable following its own receipt of documentation of
said pre -final inspection. At Closing, the Escrow Agent shall disburse to Seller
the remaining $250,000.00 it holds in escrow per this Agreement."
C. Closing Conditions. Section 6(B) of the Escrow Agreement is hereby deleted in
its entirety.
D. Purchase Price. Section g of the Escrow Agreement is hereby deleted in its
entirety and replaced in whole as follows:
"At any time until September 30, 2012, Purchaser may purchase from Sellerup to
245,000 cubic yards of fill dirt from the Adjacent Property, plus approximately 10,000 to
I2,000 cubic yards stockpiled during paving that doesn't require any, clearing or grubbing
( "Fill Dirt ") at a cost of Two and 001100 Dollars ($2.00) per cubic yard of dirt, plus such
additional charges as are set forth on the bid solicited and received by Seller attached
hereto and made apart hereof as Exhibit 'U (the "Dirt Costs "). Purchaser shall purchase
the Fill Dirt from Seller by requesting in writing the amount of Fill Dirt desired, the
hauling route into and through the Property, and the Fill Dirt deposit location on the
Property ( "Written Request "). In order to minimize additional charges to Purchaser,
Seller shall deliver the Fill Dirt in the following order: (i) the approximately 10,000 to
12,000 cubic yards of Fill Dirt stockpiled during paving that doesn't require any clearing
or grubbing; (ii) the Fill Dirt that docsn't involve the disposal of any building(s), and (iii)
the remainder of the Fill Dirt. Upon delivery of the amount of Fill Dirt in compliance
with the Written Request, Seller shall notify Purchaser in writing of the fulfillment of the
Written Request andthe Dirt Costs for the Fill Dirt ( "Seller's Notice "), and shall provide
Purchaser with a certificate stating that all of the Fill Dirt placed on the Property was
taken from the Adjacent Property. Within twenty (20) days after Purchaser's receipt of
such notice, Purchaser shall pay to Seller an additional sum equal to the Dirt Costs as set
forth in Seller's Notice."
E. Attachments. The list of attachments following the signature of the Escrow
Agent is hereby amended to add the following: "Exhibit "E" — Dirt Costs."
2. Except as amended by this First Amendment, all of the terms and conditions of the
Contract are ratified and remain in full force and effect. This First Amendment is executed as of
the Effective Date.
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SELLER:
SK HIGHLAND MEADOWS, L.P.,
a Texas limited partnership
By: 5409 MIRAMAR, LLC,
a Texas limited liability company,
By:
K rly Gill, Sole Member
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SIGNATURE PAGE FOR PURCHASER
EXECUTED by Purchaser as of (although not necessarily) on and to be effective as of
the date first hereinabove written.
PURCHASER:
THE CITY OF FORT WORTH,
A Texas municipal corporation
By:
Fernando Costa, Assistant City Manager 4�-aav►hh
ATTEST: *
p QO
5= . Ci
Approved as to Form and Legality:
Assistant City Atta y
OFFIMAL RECORD
CITY SECRETARY
f:T. WORTH, TX
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NO M &C REQUIRED
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SIGNATURE PAGE FOR ESCROW AGENT
E CROW GENT:
ALAMO TITLE INSURANCE COMPANY
Printefi'name: Vie+ ►� .� • c •5 , f.�,
Titl e: Z's
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