HomeMy WebLinkAboutContract 57765 CSC No. 57765
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE("Contract") is made and entered into by and
between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of
Texas, acting by and through its duly authorized City Manager,Deputy City Manager or Assistant City
Manager ("Purchaser") and the Estate of John Louis Merrill ("Seller"), as of the date on which this
Contract is executed by the last to sign of Seller and Purchaser("Effective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller,on and subject to the terns and conditions set forth in this Contract approximately 21.45
acres of land being situated in the J.M.Muhlinghaus Survey,Abstract 1157,the D.Muhlinghaus Survey,
Abstract 1082,and the McKinney&Williams Survey,Abstract 1119, in Tarrant County,Texas, known
as Tracts 1B, 1C, 2B, 2C, and 2D and also known 4610&4700 Highway 1 187 Crowley, TX 76036
(as identified by the Tarrant Appraisal District Account Numbers 04056477, 04070593, 04056485,
06250548,04061632 and 04070607)and being the same tract of land as conveyed by Special Warranty
Deed filed on January 29,2019 and recorded as Instrument No.D219016908 in the Official Real Property
Records of Tarrant County, Texas(the "Land"),together with(i) all buildings, fixtures, structures and
improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all
roads, alleys, rights-of-way, easements, streets and ways adjacent to or serving the Land and rights of
ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of
any street, road or access way,opened or proposed,in front of,at a side of or adjoining the Land,to the
centerline of such street, road or access way;(v) all of Seller's rights,titles and interest, if any,in and to
all water rights or any kind or character pertaining to the Land;and(vi)all licenses, interests, and rights
appurtenant to the Land. The Land and Items(i)-(vi)are collectively referred to as the "Property".
(b) Seller shall convey the Property to Purchaser free and clear of all liens, claims,
easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other
encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title
Commitment and the Survey(hereinafter defined)that are not cured and that are subsequently waived
pursuant to Section 3 ("Permitted Encumbrances").
(c) Notwithstanding anything to the contrary,Seller hereby retains and reserves from this
conveyance(and the Property does not include) for itself,and its successors and assigns, any and all
interest in any and all oil,gas and other minerals in,on,or under the Land;provided, however, Seller
hereby waives and relinquishes access to any use of the surface of theProperty.
Section 2. Earnest Money and Purchase Price.
(a) Within five (5) days after the Effective Date, Purchaser must deliver to the Title
Company's escrow agent an Earnest Money deposit of Ten Thousand and 00/100 Dollars($10,000.00)
in Cash Funds (the "Earnest Money").; however, upon Closing (as hereinafter defined), the Earnest
Money shall be applied as a credit toward the Purchase Price(as hereinafter defined).All earnest money
will be (i) refunded to Purchaser if Purchaser terminates the Contract prior to expiration of the
Contract's Feasibility Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in
its obligation to close.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing (as
hereinafter defined), is THREE MILLION AND 00/100 DOLLARS (53,000,000.00). Upon receipt of
the Survey (as defined below) and the determination of the total acreage for the Land according to the
Survey, the Purchase Price shall be adjusted accordingly based on a value of ONE HUNDRED FORTY-
FOUR THOUSAND FIFTY-SIX AND 00/100 DOLLARS ($144,056.00) per acre of the Land, but in no
event shall the Purchase Price exceed a total of THREE MILLION AND 00/100 DOLLARS
($3,000,000.00).
Section 3. Title Commitment and Survey.
(a) Within 15 business days after the Effective Date,Purchaser shall obtain,at Purchaser's
sole cost and expense,a Commitment for Title Insurance("Title Commitment")from Mc Knight Title,
4916 Camp Bowie Blvd.,Fort Worth,TX 76107,Attention: Donna Dunnaway(the"Title Company").
The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing
Seller as the record title owner of the Land,and shall show all Encumbrances and other matters, if any,
relating to the Property. The Title Company shall also deliver contemporaneously with the Title
Commitment legible copies of all documents referred to in the Title Commitment, including but not
limited to,plats,reservations,restrictions,and easements.
(b) Purchaser may obtain a survey of the Property("Survey")at Purchaser's sole cost and
expense. The Survey shall consist of a plat and field notes describing the Property,prepared pursuant to
a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory
to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and
assigns, and Title Company. (ii) reflect the actual dimensions of and the total number of square feet
within the Property net of any portion thereof lying within a publicly dedicated roadway, (iii) identify
any rights-of-way,easements,or other Encumbrances by reference to applicable recording data, and(iv)
include the Surveyor's registered number and seal and the date of the Survey. 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) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending 30 calendar days after the later to occur of(i)Purchaser's receipt of the Title
Commitment or (ii) Purchaser's receipt of the Survey in which to notify Seller in writing of any
objections("Objections")Purchaser has to any matters shown on the Title Commitment or the Survey.
Purchaser shall have the right to extend the Feasibility Period for one(1)period of thirty (30)calendar
days. Purchaser will provide written notice to Seller with a copy to the Title Company on or before
the expiration of the current Title Review Period.
(d) Seller shall have the option,but not the obligation,to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during
the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of
Purchaser' s notice of such Objections. Except to the extent that Seller cures, or agrees in writing to
cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such
matters. if Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing)within the Cure Period,then either(i)
this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such
effect during the period of time(the"Termination Period")ending on the fifth business day following
the end of the Cure Period,and the parties shall be released of further obligations under this Agreement;
or(ii) any such Objections may be waived by or on behalf of Purchaser,with Purchaser to be deemed
to have waived such Objections if notice of termination is not given within the Termination Period.
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Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and
to which Purchaser does not object within Title Review Period (or which are thereafter waived or
deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted
Exceptions")to the status of Seller's title to the Property.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of
this Agreement and are not attributable to actions by Purchaser,and which may be cured by the payment
of money, and (ii) all Objections that Seller agrees in writing to cure at or prior to Closing
(collectively, the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Seller's
sole cost and expense, at or prior to Closing.
Section 4. Due Diligence Documents. Within 5 business days after the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review(i)any and all tests,,studies and investigations relating
to the Property,including,without limitation,any soil tests,engineering reports or studies,and any Phase
I or other environmental audits,reports or studies of the Property;(ii)any and all information regarding
condemnation notice(s), proceedings and awards affecting the Property; (iii) any existing survey(s) of
the Property (the"Due Diligence Material").
Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go
on to the Property, including the Improvements,to make inspections, surveys,test borings,soil analysis,
and other tests,studies and surveys, including without limitation,environmental and engineering tests,
borings, analysis, and studies("Tests"). Any Tests shall be conducted at Purchaser's sole expense. At
the conclusion of the Tests,Purchaser shall repair any damage caused to the Property by Purchaser or its
agents, employees, representatives, consultants or contractors in connection with Purchaser's Tests and
the Property will be restored by Purchaser,at Purchaser's sole expense, to at least a similar condition as
before the Tests were conducted. Purchaser shall keep the Property free and clear of any liens for any
such Tests. In the event this transaction does not close for any reason whatsoever, the Purchaser shall
release to Seller any and all independent studies or results of Tests obtained during the Option Period
(as defined below).
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until 60 (sixty)
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 5 above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or
before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination,
the Contract will terminate, and neither party shall have any further rights or obligations under this
Contract.
(c) The provisions of this Section 6 control all other provisions of this Contract.
(d) The parties agree that the Option Period will not be extended upon expiration without
a written amendment signed by both parties.
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Section 7.Closing Deadline. The closing("Closing")of the sale of the Property by Seller to Purchaser
shall occur through the office of the Title Company on or before 31 calendars days after the expiration
of the Option Period.
Section S. Closing.
(a) At the Closing, all of the following shall occur, all of which are deemed concurrent
conditions:
(I) Seller shall deliver or cause to be delivered to Purchaser the following:
(i) A Special Warranty Deed ("Deed"), in substantially the same form
attached hereto as Exhibit "A", fully executed and acknowledged by
Seller, conveying to Purchaser good and indefeasible fee simple title
to the Property subject only to the Permitted Encumbrances, but
containing a reservation of the mineral rights;
(ii) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller,
confirming that Seller is not a foreign person or entity within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Agreement or as Purchaser may reasonably
request; and
(iv) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3)below.
(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.
(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 Closing 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.
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(5) Seller and Purchaser shall each pay one-half of all recording fees and one-half
of any other closing costs as set forth by the Title Company.
(6) Seller shall pay the Broker's fee.
(7) Purchaser shall provide a leaseback to Seller for up to three (3) thirty (30)
day terms.
(b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no
ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed
against the property for the current year shall be for the period of time the Property was owned by Seller,
and based on estimates of the amount of taxes that will be due and payable on the Property during
the current year, Purchaser shall pay for any taxes and assessments applicable to the Property up to
and including the date of Closing.As soon as the amount of taxes and assessments on the Property for
the current year is known, Seller shall pay any additional amount of taxes to be paid for any taxes
and assessments applicable to the Property up to and including the date of Closing. The provisions of
this Section 8(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted
Encumbrances.
Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing,that:
(a) Seller's Authority, This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms; neither the execution and
delivery of this Agreement nor the consummation of the sale provided f or herein will
constitute a violation or breach by Seller of any provision of any agreement or other
instrument to which Seller is a party or two which Seller may be subject although not
a party, or will result in or constitute a violation or breach of any judgment, order,
writ,junction or decree issued against or binding upon Seller or the Property;
(b) No Pending Proceedings.There is no action, suit,proceeding or claim affecting the
Property or any portion thereof, or affecting Seller and relating to the ownership,
operation,use or occupancy of the Property,pending or being prosecuted in any court
or by or before any federal, state, county or municipal department, commission,
board, bureau, or agency or other governmental entity and no such action, suit,
proceeding or claim is threatened or asserted;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined
in Section 1445 of the Internal Revenue Code of 1986,as amended,and Purchaser is
not obligated to withhold any portion of the Sales Price for the benefit of the Internal
Revenue Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit
of creditors, receivership, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed
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by or against Seller or the Property,nor is any such action pending by or against Seller
or the Property;
(e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no
lease, contract or agreement exists relating to the Property or any portion thereof
which is not terminable at will or upon not more than 30 days' prior notice except
tenant leases;
(f) No Competing Rights.No person, firm or entity, other than Purchaser,has any right
to purchase, lease or otherwise acquire or possess the Property or any partthereof;
(g) No Regulatory Violations. Seller has not received written notice that the Property is
in breach of any law, ordinance or regulation, or any order of any court or any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality wherever located, including, without limitation,
those relating to environmental matters and hazardous waste, and no claim, action,
suit or proceeding is pending,nor has Seller received written notice of any additional
inquiry or investigation, threatened against or affecting Seller or affecting the
Property, at law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or entity wherever
located, with respect to the Property or the Seller's present use and operation of the
Property; and
(h) No Hazardous Materials. To Seller's actual knowledge, without inquiry or
investigation: (i)all required federal, state and local permits concerning or related to
environmental protection and regulation for the Property have been secured and are
current; (ii) Seller is and has been in full compliance with such environmental
permits and other requirements regarding environmental protection under applicable
federal,state or local laws, regulations or ordinances;(iii)there is no pending action
against Seller under any environmental law, regulation or ordinance and Seller has not
received written notice of any such action or possible action; (iv) there is not now,
nor has there been in the past, any release of hazardous substances on, over, at, from,
into or onto any facility at the Property, as such terms are understood under the
Comprehensive Environmental Response, Compensation and Liability Act; and (v)
Seller does not have actual knowledge of any environmental condition, situation or
incident on, at or concerning the Property that could reasonably be expected to give
rise to an action or to liability under any law, rule, ordinance or common law theory
governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Agreement and in closing the purchase and sale of the Property pursuant to this
Agreement,and Seller, during the term of this Agreement,agrees to notify Purchaser promptly in the
event that Seller obtains knowledge of any change affecting any of such representations and warranties,
in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until
and unless Seller's warranties and representations shall have been qualified and modified as
appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall
continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement,
notwithstanding any contrary infonnation resulting from any inspection or investigation made by or on i
behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified,
shall survive Closing.
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Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due
Diligence documents delivered by Seller and other materials delivered by Seller to
Purchaser hereunder to satisfy itself with respect to the condition and operation of the
Property, and Seller agrees that, if Seller discovers that the information contained in any
of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect,
then Seller shall promptly notify Purchaser of such changes and supplement such materials.
(b) Prohibited Activities.During the term of this Agreement,Seller shall not,without the prior
written consent of Purchaser,which consent Purchaser shall have no obligation to grant and
which consent, if granted, may be conditioned in such manner as Purchaser shall deem
appropriate in the sole discretion of Purchaser:(i)grant any licenses,easements or other uses
affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien
to attach to any portion of the Property; (iii)place or permit to be placed on, or remove or
permit to be removed from, the Property any trees, buildings, structures or other
improvements of any kind;or(iv)excavate or permit the excavation of the Property or any
portion thereof.
(c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will
cooperate with Purchaser in such manner and at such times as Purchaser may request in
obtaining subdivision,zoning or rezoning,site plan development,building permit and other
approvals required for Purchaser's proposed use,including without limitation,signing such
applications for such approvals and other instruments as may be required or authorizing
Purchaser to sign such applications or instruments as Seller's agent or both.Purchaser shall
bear the costs and expenses of obtaining all such approvals, including reasonable
attorneys' fees that Seller may incur in connection with reviewing such applications and
instruments.
Section 11.Agents. 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
Wendy LaBorde, Coldwell Banker Realty ("Broker"). Seller shall be solely responsible for any and all
fees due to Broker. Seller shall indemnify,defend,and hold Purchaser harmless from the claims of Broker
and of any other agent,broker, or similar party claiming by, though, or under Seller.
Section 12. Closing Documents. No later 3 business days prior to the Closing, Seller shall deliver
to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's
reasonable right of approval.
Section 13. Notices. i
(a) Any notice under this Contract shall be in writing and shall be deemed to have
been served if(i) delivered in person to the address set forth below for the party to whom the notice is
given, (ii) delivered in person at the Closing(if that party is present at the Closing), (iii) placed in the
United States mail, return receipt requested, addressed to such party at the address specified below, or
(iv)deposited into the custody of Federal Express Corporation to be sent by Fed Ex Overnight Delivery
or other reputable overnight carrier for next day delivery,addressed to the party at the address specified
below.
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(b) The address of Purchaser under this Contract is:
City of Fort Worth
Property Management Department 200 Texas Street
Fort Worth, Texas 76102
Attn: Ricky Salazar
Telephone. 817-3 92-8 3 79
With a copy to:
Matthew A. Murray
City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
Telephone 817-392-7600
(c) The address of Seller under this Contract is:
The Estate of John Louis Merrill
c/o Suzanne Allard
1131 Usher Street
Benbrook,Texas 76126
With a copy to:
Ethel Allen Steele
Holland Johns &Penny LLP
306 W. 7th Street, Suite 500
Fort Worth,Texas 76102
Telephone:(817) 335-1050
Email: eas@hjpllp.com
And to:
Wendy LaBorde
Coldwell Banker Realty
5924 Convair Drive, Suite 420
Fort Worth, Texas 76109
Telephone: (817)9244144
Email: wendy.laborde@cbdfw.com
(d) From time to time either party may designate another address or fax number under this
Contract by giving the other party advance written notice of the change.
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
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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,and
receive the Earnest Money as full liquidated damages (and not as a penalty) for Purchaser's failure to
consummate the purchase, whereupon neither party hereto shall have any further rights or obligations
hereunder.
(b) If(I) Seller fails or refuses to timely consummate the sale of the Property pursuant to
this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants
contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of
Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the
termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this
Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract,then Purchaser
shall have the right to:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations
hereunder;
(ii) waive, prior to or at the Closing, the applicable objection or condition and
proceed to close the transaction contemplated hereby in accordance with the
remaining terms hereof;or
(iii) enforce specific performance of Seller's obligations under this Agreement.
Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions
hereof,the terms,conditions,warranties,representations,obligations and rights set forth herein shall not
be deemed terminated at the time of the Closing, nor shall they merge into the various documents
executed and delivered at the time of the Closing. All representations and warranties by Seller in this
Agreement shall survive Closing for a period of six (6) months after Closing(the "Survival Period").
Unless Purchaser discovers the breach of any such representation or warranty on a date(the"Discovery
Date")prior to the end of the Survival Period and gives Seller written notice(the "Breach Notice")of
the breach within thirty(30)days after the Discovery Date,no alleged breach of any such representation
or warranty may form the basis of an action by Purchaser against Seller for breach of any such
representation or warranty. Any such action must be brought within three(3)months after the Discovery
Date,provided that a Breach Notice has been timely given in accordance with the immediately preceding
sentence.
Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser,and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect.No modifications are binding on either party unless set
forth in a document executed by that party.
Section 17. Assians. 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 18. 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)
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proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net
square footage of the Property after the taking.
Section 19. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. Performance of Contract.The obligations under the terms of the Contract are performable
in Tarrant County, Texas, and any and all payments under the termsof the Contract are to be made in
Tarrant County, Texas.
Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County,Texas
if venue is legally proper in that County.
Section 22. Severability: Execution. 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. A signature sent on this Contract by facsimile or PDFIe-mail shall
constitute an original signature for all purposes.
Section 23.Business Days/Effective Date.If the Closing or the day for performance of any act required
under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day f or such
performance,as the case may be,shall be the next following regular business day.The date on which the
Title Company receipts a copy of the Contract is the"Effective Date."
Section 24. 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 25. Terminoiosy. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner.Wherever required by the context, any
gender includes any other gender,the singular includes the plural,and the plural includes the singular.
Section 26. Construction.The parties acknowledge that each party and its counsel have reviewed and
revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party is not to be employed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 27. 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 28. City Council Approval. Notwithstanding anything herein to the contrary, Seller hereby
acknowledges and agrees that the Purchaser's execution of this Contract, its representations and
warranties under this Contract, Purchaser's willingness and agreement to purchase the Property, and to
consummate the transactions contemplated under this Contract are expressly subject to and contingent
upon the approval of the Fort Worth City Council in a public meeting ("City Council Approval").
Purchaser expects that City Council Approval shall occur within the Option Period.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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This Contract is EXECUTED as of the Effective Date.
SELLER:
THE ESTATE OF JOHN LOUIS MERRILL
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PURCHASER:
CITY OF FORT WORTH, TEXAS
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By: Dana 6ur�ghdnH(NV5y 25,2 17M CDT)
Dana Burghdoff,Assistant City Manager
Date: May 25,2022
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Jannette S.Goodall(Jul 5,2022 07:42 CDT) moo° d
Janette S.Goodall dO° ° d
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City Secretary ��d°
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M&C: 22-0515
Date: J u l 5, 2022
APPROVED AS TO LEGALITY AND FORM:
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Matthew A. Murray
Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
- 11 - FT. WORTH, TX
By its execution below,Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPA ight Title
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By:ame: � K 7, � y,� Ct �
Title: ''nq AAi� _',u7� i CeA
Date:
Contract Compliance Manager:
By signing 1 acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
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Ri ky Salazar,Assistant Director
Property Management Department—Real Estate Division
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit A
Form of Soecial Warranty Deed
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
Date:
Grantor: THE ESTATE OF JOHN LOUIS MERRILL
Grantor's Mailing Address (including County):
1131 USHER STREET
BENBROOK,TARRANT COUNTY,TEXAS 76126
Grantee: THE CITY OF FORT WORTH,TEXAS A MUNICIPAL CORPORATION
Grantee's Mailing Address (including County):
200 TEXAS STREET
FORT WORTH,TARRANT COUNTY,TEXAS 76102
Consideration:TEN AND NO/100---(S10.00)---DOLLARS and other good and valuable consideration,
the receipt of which is hereby acknowledged and confessed
Property(including any improvements):
BEING A TRACT OF LAND SITUATED IN TARRANT COUNTY, TEXAS AND BEING MORE
PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF FOR ALL PURPOSES.
Reservations from Conveyance:
A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM,
ALL OIL,GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR
CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO
GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL
REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE
PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS
SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION
INCLUDES THE PRODUCTION,THE LEASE AND ALL BENEFITS FROM IT.
-2 -
GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE
GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS
OF INGRESS AND EGRESS,AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND
CHARACTER WHATSOEVER,TO ENTER UPON AND USE ANY PART OF THE SURFACE
OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR,DEVELOPING,
DRILLING FOR,PRODUCING,TRANSPORTING,MINING,TREATING,OR STORING THE
OIL,GAS AND OTHER MINERALS IN, ON,AND UNDER THE SUBJECT PROPERTY.
B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE
GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM
DEVELOPING OR PRODUCING THE OIL,GAS AND OTHER MINERALS IN AND UNDER
THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE
PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY.
Exceptions to Conveyance and Warranty:
This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted
encumbrances on the attached Exhibit"B," attached hereto and incorporated herein for all purposes.
Grantor, for the consideration expressed herein and subject only to the Reservations from
Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the
Property,together with all and singular the rights and appurtenances thereto in any way belonging,to have
and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and
Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and
Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, when the claim is by, through or under Grantor,but not otherwise, except as
to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty,
This document may be executed in multiple counterparts,each of which will be deemed an original,
but which together will constitute one instrument. When the context requires, singular nouns and pronouns
include the plural.
[signature page follows]
-3-
EXHIBIT"A"
THE PROPERTY
Approximately 21.45 acres of land being situated in the J. M. Muhlinghaus Survey, Abstract 1157, the
D. Muhlinghaus Survey,Abstract 1082, and the McKinney&Williams Survey,Abstract 1119, in Tarrant
County, Texas, known as Tracts 1B, 1C, 213, 2C, and 2D and also known 4610& 4700 Highway 1187
Crowley, TX 76036 (as identified by the Tarrant Appraisal District Account Numbers 04056477,
04070593, 04056485, 06250548, 04061632 and 04070607)and being the same tract of land as conveyed
by Special Warranty Deed filed on January 29,2019 and recorded as Instrument No.D219016908 in the
Official Real Property Records of Tarrant County, Texas
- 6-
EXHIBIT"B"
PERMITTED ENCUMBRANCES
-7-
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 06/28/22 M&C FILE NUMBER: M&C 22-0515
LOG NAME: 214610 HWY 1187
SUBJECT
(CD 6)Authorize the Acquisition of a Fee Simple Interest in Approximately 21.45 Acres of Land Located at 4610 and 4700 Highway 1187 from
The Estate of John Louis Merrill or Assigns for a Total Purchase Price of$3,000,000.00, Pay Estimated Closing Costs in an Amount Up to
$35,000.00, Authorize Up to Three Thirty-Day Seller's Temporary Residential Leasebacks, Adopt the Attached Appropriation Ordinances,
Dedicate the Property as an Addition to Rock Creek Ranch Park, and Amend the Fiscal Year 2022-2026 Capital Improvement Program
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acquisition of a fee simple interest in approximately 21.45 acres of land located at 4610 and 4700 Highway 1187 from The
Estate of John Louis Merrill or assigns situated in the J. M. Muhlinghaus Survey, Abstract 1157,the D. Muhlinghaus Survey, Abstract 1082,
and the McKinney&Williams Survey, Abstract 1119 in Tarrant County, Texas for a total purchase price of$3,000,000.00 and pay estimated
closing costs in an amount up to$35,000.00-1
2. Authorize up to three thirty-day seller's temporary residential leasebacks;
3. Authorize the City Manager or designee to accept the conveyance,to execute the necessary contract of sale and purchase, and to execute
and record the appropriate instruments;
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the PARD Dedication Fees Fund in the
amount of$617,884.00, from available funds, for the purpose of funding the Rock Creek Ranch Expansion project(City Project No. 104090)
to include a post-acquisition site assessment;
5. Adopt the attached appropriation ordinance adjusting estimated receipts and appropriations in the PARD Dedication Fees Fund, by
increasing receipts and appropriations in the Rock Creek Ranch Expansion project (City Project No. 104090) in the amount of
$2,482,116.00, and decreasing estimated receipts and appropriations in the PARD New Enhancements Programmable Project (City
Project No. P00132)by the same amount; and
6. Dedicate the property as parkland upon conveyance as an addition to Rock Creek Ranch Park; and
7. Amend the Fiscal Year 2022-2026 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek approval to acquire land located at 4610 and 4700 Highway 1187 in
accordance with the Neighborhood and Community Park Dedication Policy and the Park, Recreation, and Open Space Master Plan, which calls
for the provision of adequate park and recreational areas in the form of Neighborhood-Based Parks and Community-Based Parks.
On September 14, 2021 (M&C 21-0672), the City Council authorized the creation of Rock Creek Ranch park consisting of the purchase of a 270-
acre fee simple interest and a 5.577-acre donation. Upon City Council approval of this acquisition, the 21.45 acres of land will be added to the
existing 275.577-acre Rock Creek Ranch Park, making the park a total of 297.027 acres, more or less.
The Estate of John Louis Merrill(the Seller) has agreed to sell the property, approximately 21.45 acres, more or less, for a total purchase price of
$3,000,000.00. The purchase price is subject to an independent appraisal. The mineral estate will not be acquired and the deed will contain a
surface waiver for the exploration of the mineral estate. The City has agreed to provide the seller with up to three thirty-day temporary residential
leasebacks. The real estate taxes will be pro-rated with the seller being responsible for taxes due up to the closing date. The City will pay the
estimated closing costs in an amount up to$35,000.00.
The 21.45-acre purchase includes an existing house and appurtenances. PARD has included $65,000.00 in Park Dedication Fees funds to
conduct an assessment of the existing structures as well as the feasibility of demolition, if necessary.
Project Budget
Purchase Price7l $3,000,000.00
Closing Costs $ 35,000.00
Site Assessment 11 $ 65,000.00
Total:JF$3,1100,000.00
Funding for this project was not included in the Fiscal Years 2022-2026 Capital Improvement Program due to the pending status of this property.
The action in this M&C will amend the Fiscal Years 2022-2026 Capital Improvement Program as approved in connection with Ordinance No.
25073-09-2021, Section 6, page 23.
FY2022 CIP Budget Change Revised FY2022
Capital Fund Name Project Name Authority
Appropriations (Increase/Decrease) Budget
PARD Dedication Fees Fund P00132 PARD New $19,060,779.00This M&C $ (2,482,116.00) $
Enhancements 16,578,663.00
Operations&Maintenance
As of April 30, 2022,the cumulative total of all previously approved M&Cs increased the department's acreage by an estimated 65.949 acres and
estimated annual maintenance by$418,331.00 beginning in FY2023. This purchase is estimated to increase the department's acreage by 21.45
acres, and annual maintenance by$18,685.00,with one-time costs in the amount of$76,500.00 for a maintenance utility vehicle and to identify
and secure property boundaries.
The maintenance costs included in M&C 21-0672, approved in September 2021 for the acquisition of the 275.77-acre Rock Creek Ranch Park,
were developed based on the property being held in reserve/inactive status. Although the park site remains in reserve status, additional funds will
be requested as part of the FY2023 budget development process to address the increase in maintenance and park activities.
The financial records of the City will be updated to reflect this dedication of property as parkland based upon the Capital Assets Policy contained
within the Financial Management Policy Statements.
This property is located in COUNCIL DISTRICT 6.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are currently available in the Community Park Units C1, C2, and C4 projects within the PARD
Dedication Fees Fund and the PARD New Enhancements programmable project within the PARD Dedication Fees Projects Fund(City Project
No. P00132)and upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in
the PARD Dedication Fees Fund for the Rock Creek Ranch Park Expan project(City Project No. 104090). Prior to an expenditure being incurred,
the Park&Recreation Department has the responsibility of verifying the availability of funds.
Submitted for City Manager's Office by: Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Richard Zavala 5704
Additional Information Contact: Ricky Salazar 8379
David Creek 5744