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HomeMy WebLinkAboutContract 58524 CSC No.58524 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 ("Purchaser"), a home rule Municipal Corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager and US LAND GUILD, LLC ("Seller"), a Delaware limited liability company 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 terms and conditions set forth in this Contract, the following six tracts of land, being approximately 29.361 acres: Tract 1: 2608 Quail Road, Fort Worth, Tarrant County, Texas; Handley Heights South Addition Block 2, Lot ION, containing approximately 2.06 acres (Tarrant Appraisal District Account No.01172875); Tract 2: 6309 Elizabeth Road, Fort Worth, Tarrant County, Texas; Handley Heights South Addition Block 2, Lot IIA1, containing approximately 7.125 acres (Tarrant Appraisal District Account No. 01172905); Tract 3: 6217 Elizabeth Road, Fort Worth, Tarrant County, Texas; Handley Heights South Addition Block 2 Lot 12 containing approximately 4.79 acres(Tarrant Appraisal District Account No. 04674235); Tract 4: 6216 Elizabeth Road, Fort Worth, Tarrant County, Texas; Handley Heights South Addition Block 3, Lot 10, containing approximately 5.016 acres (Tarrant Appraisal District Account No. 01173138); Tract 5: 3849 South Cravens Road, Fort Worth, Tarrant County, Texas; Handley Heights South Addition Block 4,Lot 7,containing approximately 5.37 acres(Tarrant Appraisal District Account No.01173251);and Tract 6:6300 Willard Road,Fort Worth,Tarrant County,Texas;Handley Heights South Addition Block 2,Lot 7 containing approximately 5.00 acres(Tarrant Appraisal District Account No.01172735) (collectively,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 of Seller's rights,titles and interest, if any, in and to 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)all of Seller's rights,titles and interest,if any,in and to 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 of Seller's rights,titles and interest, if any, in and to all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property." Purchaser acknowledges that the mineral interests have previously been severed from the Property and are not including in the"Property". OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contract of Sale and Purchase Page-1-of 21 US Land Guild,LLC (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(i)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 and(ii)any other Encumbrances arising after the Effective Date to which Purchaser consents in writing or which arise or result from actions or omissions by Purchaser or by Purchaser's architects, engineers, consultants, agents, contractors, employees or other person or entity for whom Purchaser is responsible("Permitted Encumbrances"). 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 Twenty-Five Thousand, Two Hundred, Ninety-Nine and 23/100 Dollars($25,299.23)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 Option Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its obligation hereunder as provided in Section 14(a)below. (b) The purchase price("Purchase Price")for the Property,payable by Purchaser to Seller at Closing, is Two Million, Five Hundred Twenty-Nine Thousand, Nine Hundred Twenty-Three Dollars and 00/100 Dollars ($2,529,923.00). �I Section 3. Title Commitment and Survey. I (a) Within ten (10) days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Carlisle Title, 2800 S. Hulen Street, Suite 201, Fort Worth, TX 76109,Attention: Chris Howard (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 to Buyer, 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, (ii i) 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 will provide written notice of its Objections to Seller with a copy to the Title Company on or before the expiration of the current Title Review Period. Contract of Sale and Purchase Page-2-of 21 US Land Guild,LLC (d) Seller shall have the option,but not the obligation,to remedy or remove all or a portion of the Obj ections (or agree irrevocably in writing to remedy or remove any 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 Contract 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 in such event the parties shall be released of further obligations under this Contact; 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. 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 Encumbrances to the status of Seller's title to the Property. Under no circumstances shall Seller be obligated to pay any sum of money to satisfy any Objections contained in Purchaser's Objections notice or to commence litigation to clear title to the Property,provided that Seller shall be required to cause the release of any monetary liens or security instruments caused by, through or under Seller set forth on Schedule C of the Title Commitment. (e) Any other provision herein to the contrary notwithstanding, 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 five (5) days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review, to the extent within Seller's possession or control: (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 surveys 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 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"). In this regard,Purchaser and its authorized agents and representatives shall be entitled to enter on the Property at all reasonable times during the Option Period, provided that neither Purchaser nor Purchaser's agents and representatives shall (i) enter on the Property without first giving Seller at least two (2)business days' prior written notice; or (ii) make or conduct any physically intrusive inspection or Test (i.e., core sampling, boring or drilling on the Property) without obtaining Seller's prior written consent. 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). At Seller's election,Seller may have a representative of Seller accompany all agents and representatives of Purchaser during all entries on the Property by Purchaser or Purchaser's agents and representatives. Contract of Sale and Purchase Page-3-of 21 US Land Guild,LLC All inspections shall occur at reasonable times agreed upon by Seller and Purchaser and shall be conducted so as not to unreasonably interfere with the use of the Property by Seller or tenants of the Property. TO THE EXTENT PERMITTED BY THE CONSTITUTION OF THE STATE OF TEXAS AND BY OTHER APPLICABLE LAW,PURCHASER SHALL INDEMNIFY,DEFEND AND HOLD SELLER HARMLESS OF AND FROM ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND COSTS OF COURT), DAMAGES, LIENS, CLAIMS (INCLUDING, WITHOUT LIMITATION, MECHANICS' OR MATERIALMEN'S LIENS OR CLAIMS OF LIENS),ACTIONS AND CAUSES OF ACTIONS ARISING FROM OR RELATING TO PURCHASER'S (OR PURCHASER'S AGENTS,EMPLOYEES OR REPRESENTATIVES)ENTERING UPON THE PROPERTY TO TEST, STUDY, INVESTIGATE OR INSPECT THE SAME OR ANY PART THEREOF,EXCEPT TO THE EXTENT ARISING FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF SELLER OR ANY OTHER PARTY UNRELATED TO PURCHASER. THE FOREGOING INDEMNITY OF PURCHASER SHALL EXPRESSLY SURVIVE THE CLOSING OR THE EARLIER TERMINATION OF THIS CONTRACT AND SHALL NOT BE MERGED THEREIN. Purchaser's restoration and indemnity obligations contained herein shall survive Closing or any earlier termination of this Contract. Nothing in this Contract is intended to nor shall it be construed as a waiver of any immunity to which Purchaser is entitled under the Constitution of the State of Texas and by other applicable law.Any indemnification and hold harmless provisions set forth in this Contract are applicable to Purchaser only to the extent that such provisions are enforceable under the Constitution of the State of Texas and by other applicable law,but do not expand or increase the liability or scope of Purchaser's liability under the Constitution of the State of Texas and by other applicable law. Nothing in this Contract shall require Purchaser to create a sinking fund or collect any tax to pay any obligation created under this section. - 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) Upon written notice to Seller before the end of the Option Period,Purchaser shall have the right to extend the Option Period for one(1)additional period of thirty(30)days. (d) The provisions of this Section 6 control all other provisions of this Contract. 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 the date that is thirty-one (31) days after the expiration of the Option Period,or earlier as may be mutually agreed between the parties. Contract of Sale and Purchase Page-4-of 21 US Land Guild,LLC Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) 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; (ii) A Non-Foreign Person Affidavit, in form and substance reasonably satisfactory to Title Company, 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 Contract 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, at Purchaser's sole cost and expense,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. (5) Seiler 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. (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 only be for the period of time the Property was owned by Contract of Sale and Purchase Page-5-of 21 US Land Guild,LLC Seller. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any and all 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 Contract 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, to Seller's actual knowledge, 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, to Seller's actual knowledge, 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 by or against Seller or the Property,nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. To Seller's actual knowledge, 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; (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 part thereof; (g) No Regulatory Violations. To Seller's actual knowledge, 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, Contract of Sale and Purchase Page-6-of 21 US Land Guild,LLC 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. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract, and Seller, during the term of this Contract, 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.All of Seller's representations and warranties,as so qualified and modified,shall survive Closing for a period of six(6) months. Seller shall have no liability to Purchaser for a breach of any representation or warranty unless (a) the valid claims for all such breaches collectively aggregate more than Fifty Thousand Dollars ($50,000.00),in which event the full amount of such valid claims shall be actionable,up to the Cap (as defined in this Section), and (b) written notice containing a description of the specific nature of such breach shall have been given by Purchaser to Seller prior to the expiration of said six(6)month period. No claim for a breach of any representation or warranty of Seller shall be actionable or payable if the breach in question results from or is based on a condition,state of facts or other matter which was known to Purchaser prior to Closing. Purchaser is charged with knowledge of any fact contained in the Due Diligence Material, whether actually known to Purchaser or not. As used herein.,the term"Cap"shall mean the total aggregate amount equal to the Purchase Price. Terms such as "to Seller's knowledge," "to Seller's actual knowledge" or like phrases mean the actual present and conscious awareness or - knowledge of Kyle Schoener, without any duty of inquiry or investigation; provided that so qualifying Seller's knowledge shall in no event give rise to any personal liability on the part of such person or any other officer or employee of Seller,on account of any breach of any representation or warranty made by Seller herein. Said terms do not include constructive knowledge, imputed knowledge, or knowledge Seller or such persons do not have but could have obtained through further investigation or inquiry. No broker, agent, or party other than Seller is authorized to make any representation or warranty for or on behalf of Seller. Purchaser's Representations. Purchaser hereby represents and warrants to Seller, 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, subject to Section 28 hereof, Purchaser has all the requisite power and authority, has taken all actions required by its organizational documents and applicable law, and has obtained all necessary consents,to execute and deliver this Contract and to consummate the transactions contemplated in this Contract. The person signing this Contract on behalf of Purchaser is authorized to do so. 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 Seiler actually discovers (without any duty of inquiry or investigation)that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seiler shall promptly notify Purchaser of such changes and supplement such materials. Contract of Sale and Purchase Page-7-of 21 US Land Guild,LLC (b) Prohibited Activities.During the term of this Contract, 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 Contract, 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 ("Permitting Activities"), 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. Purchaser covenants and agrees that in pursuing the Permitting Activities,Purchaser will not obtain any approvals or entitlements which would be binding on Seller or the Property prior to the Closing,so that if this Contract is terminated for any reason the Property will not be encumbered with a final plat,any zoning or any other binding entitlements. 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 Seller's engagement of Crawford Gupton("Seller's Broker") (whose commission, if any,will be paid by Seller pursuant to a separate written agreement). Seller shall be solely responsible for any and all fees due to Seller's Broker. SELLER SHALL INDEMNIFY, DEFEND, AND HOLD PURCHASER HARMLESS FROM THE CLAIMS OF SELLER'S BROKER AND OF ANY OTHER AGENT, BROKER,OR SIMILAR PARTY CLAIMING BY,THOUGH,OR UNDER SELLER. Section 12. Closing Documents. No later three (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. (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. Contract of Sale and Purchase Page-8-of 21 US Land Guild,LLC (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: 817-392-8379 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: US Land Guild,LLC 1751 River Run,Suite 405 Fort Worth,TX 76107 Attn: General Counsel With a copy to Title Company at: Carlisle Title ATTN: Chris Howard 2800 S Hulen Street Suite 201 Fort Worth,TX 76109 (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(1) Purchaser fails or refuses to timely 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, or(2) Purchaser fails to perform any of Purchaser's other obligations hereunder either prior to or at the Closing for any reason other than the 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, 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(1) 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 Contract of Sale and Purchase Page-9-of 21 US Land Guild,LLC 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 Contract. 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 Contract 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. 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 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) 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. Contract of Sale and Purchase Page- 10-of 21 US Land Guild,LLC 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 PDF/e- 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 for such performance,as the case may be,shall be the next following regular business day. 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. 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 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 terins 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. The term"prevailing party"is defined to mean the party who obtains a determination of wrongful conduct by the other party regardless of whether actual damages are awarded. 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(except Purchaser's restoration and indemnity obligations contained in Section 5 of this Contract,which are enforceable irrespective of the City Council Approval), Purchaser's willingness and agreement to purchase the Property, and to consummate the transactions contemplated under this Contract (except Purchaser's restoration and indemnity obligations contained in Section 5 of this Contract, which are enforceable irrespective of the City Council Approval) 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, but shall occur,if at all,prior to Closing. If City Council Approval is not obtained by Purchaser within six (6) months after the Effective Date, Seller may terminate this Contract upon delivery of written notice to Purchaser. Section 29. "AS IS" SALE. (a) PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY HEREUNDER IS AND WILL BE MADE ON AN"AS IS,WHERE IS AND WITH ALL FAULTS" BASIS (EXCEPT FOR THE EXPRESS REPRESENTATIONS CONTAINED IN THIS CONTRACT AND THE SPECIAL WARRANTY OF TITLE SET Contract of Sale and Purchase Page- 11-of 21 US Land Guild,LLC FORTH IN THE SPECIAL WARRANTY DEED). THE OCCURRENCE OF CLOSING SHALL CONSTITUTE AN ACKNOWLEDGMENT BY PURCHASER THAT THE PROPERTY WAS ACCEPTED WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED (EXCEPT FOR THE REPRESENTATIONS CONTAINED IN THIS CONTRACT AND THE SPECIAL WARRANTY OF TITLE SET FORTH IN THE SPECIAL WARRANTY DEED). (b) EXCEPT FOR THE WRITTEN REPRESENTATIONS SPECIFICALLY SET FORTH IN THIS CONTRACT, SELLER HEREBY SPECIFICALLY NEGATES AND DISCLAIMS ANY FURTHER REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, - PAST, PRESENT, FUTURE OR OTHERWISE, OF, AS TO, CONCERNING OR WITH RESPECT TO THE PROPERTY, INCLUDING WITHOUT LIMITATION (I) THE NATURE AND CONDITION OF THE PROPERTY AND THE SUITABILITY THEREOF FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, (II) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR ANY OTHER MATTER RELATING IN ANY WAY TO THE PROPERTY,(IH)THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER AUTHORITY OR BODY, (IV) THE EXISTENCE OF ANY TOXIC OR HAZARDOUS SUBSTANCE OR WASTE IN, ON, UNDER THE SURFACE OF OR ABOUT THE PROPERTY, (V) GEOLOGICAL CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND FAULTING,(VI)WHETHER OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOODPLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD, (VII) DRAINAGE, (VIII) ZONING OR LAND USE RESTRICTIONS RULES AND REGULATIONS TO WHICH THE PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT, (IX) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC AND INCLUDING THE UTILITY AVAILABILITY CAPACITIES ALLOCATED TO THE PROPERTY BY THE RELEVANT GOVERNMENTAL OR REGULATORY AUTHORITY,(X) USAGES OF ADJOINING PROPERTY, (XI) ACCESS TO THE PROPERTY OR ANY PORTION THEREOF, (XII) THE VALUE, COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, LEASING, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF,OR ANY INCOME,EXPENSES,CHARGES,LIENS,ENCUMBRANCES,RIGHTS OR CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART THEREOF,(XIII)THE POTENTIAL FOR FURTHER DEVELOPMENT OF THE PROPERTY, OR (XIV) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR PURPOSE). (c) PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS Contract of Sale and Purchase Page- 12-of 21 US Land Guild,LLC OBTAINED FROM A VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND(B) HAS NOT MADE ANY EXPRESS OR IMPLIED,ORAL OR WRITTEN,REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, EXCEPT AS SPECIFICALLY SET FORTH HEREIN. (d) PURCHASER AGREES THAT IT HAS EXAMINED AND INVESTIGATED THE PROPERTY PRIOR TO EXECUTION HEREOF OR THAT IT WILL INVESTIGATE THE PROPERTY PRIOR TO THE EXPIRATION OF THE OPTION PERIOD AND THAT IN PURCHASING THE PROPERTY PURCHASER WILL RELY SOLELY UPON ITS INDEPENDENT EXAMINATION, STUDY, INSPECTION AND KNOWLEDGE OF THE PROPERTY, AND PURCHASER IS RELYING SOLELY UPON ITS OWN EXAMINATION, STUDY, INSPECTION, AND KNOWLEDGE OF THE PROPERTY AND PURCHASER'S DETERMINATION OF THE VALUE OF THE PROPERTY AND USES TO WHICH THE PROPERTY MAY BE PUT, AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. (e) PURCHASER AGREES TO PAY FOR AND HAS MADE OR CAUSED TO BE MADE ALL INSPECTIONS, INVESTIGATIONS AND ANALYSES NECESSARY OR APPROPRIATE FOR THE PURPOSE OF DETERMINING COMPLIANCE OR NON- COMPLIANCE BY THE PROPERTY WITH ALL BUILDING,HEALTH,ENVIRONMENTAL, ZONING AND LAND USE LAWS,ORDINANCES,RULES AND REGULATIONS. (f) PURCHASER HEREBY EXPRESSLY ASSUMES ALL RISKS, LIABILITIES, CLAIMS,DAMAGES,AND COSTS(AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATED TO THE OWNERSHIP,USE,CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT ANY CONDITION OF THE PROPERTY WHICH PURCHASER DISCOVERS PRIOR TO OR AFTER THE CLOSING DATE SHALL BE AT PURCHASER'S SOLE EXPENSE AND PURCHASER EXPRESSLY WAIVES AND RELEASES SELLER AND SELLER'S AGENT'S AND REPRESENTATIVES FROM ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW, WHETHER KNOWN OR UNKNOWN, PAST, PRESENT OR FUTURE, THAT PURCHASER MIGHT OTHERWISE HAVE AGAINST SELLER OR SELLER'S AGENTS AND/OR REPRESENTATIVES RELATING TO THE PHYSICAL CHARACTERISTICS OR CONDITION OF THE PROPERTY INCLUDING THE ENVIRONMENTAL CONDITION OF THE PROPERTY. PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE REFLECTS THE"AS-IS" NATURE OF THIS SALE AND ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HAS FULLY REVIEWED THE DISCLAIMERS AND WAIVERS SET FORTH IN THIS CONTRACT WITH ITS COUNSEL AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF. (g) THE PROVISIONS OF THIS SECTION 29 SHALL SURVIVE THE TERMINATION OF THIS CONTRACT AND THE CLOSING. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Contract of Sale and Purchase Page-13-of 21 US Land Guild,LLC This Contract is EXECUTED as of the Effective Date. SELLER: US LAND'GUILI�,LLC By: -�h Name: Jordan Barrett Date: 9/26/2022 PURCHASER: CITY OF FORT WORTH,TEXAS By:Dana Burghdoff(Oc 2,2022 4:46 CDT) Dana Burghdoff,Assistant City Manager Date: Oct 2,2022 ATTEST: a�FORT��12 9A�1�1BffB-S. �d�A�i Oo°°°0000O°�0�� Jannette S.Goodall(Dec 1,202216:32 CSC PA,00 O Jannette S. Goodall 0/.o %op Od 0 City Secretary v o o= O 0 M&C: 22-1006 ���*o° o.*�d a °OO00000 ,d Date: Dec 1,2022 ��nEXASoAp APPROVED AS TO LEGALITY AND FORM: Matthew A. Murray Assistant City Attorney Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Niels Brown,Real Property Manager Property Management Department—Real Estate Division OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contract of Sale and Purchase Page- 14- of 21 US Land Guild,LLC By its execution below,Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Carlisle Title By: Name: Title: Date: Contract of Sale and Purchase Page-15-of 21 US Land Guild,LLC Exhibit A Form of Special Warranty Deed NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED Date: Grantor: US LAND GUILD,LLC Grantor's Mailing Address(including County): 1751 River Run,Suite 405 Fort Worth,Tarrant County,TX 76107 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 NO1100---($10.00)---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. 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 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 Contract of Sale and Purchase Page- 16-of 21 US Land Guild,LLC 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 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] Contract of Sale and Purchase Page- 17-of 21 US Land Guild,LLC GRANTOR: US LAND GUILD,LLC By: NOTICE: This document affects your legal rights. Read it carefully before signing. (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same is the act of US Land Guild,LLC and that he executed _ the same as its and as the act of such estate and for the purposes and considerations expressed in the foregoing instrument. GIVEN UNDER MY HAND AND SEAL OF OFFICE,this day of ,2022. Notary Public Contract of Sale and Purchase Page- 18-of 21 US Land Guild,LLC ACCEPTED AND AGREED TO: CITY OF FORT WORTH By: Dana Burghdoff, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: By: Matthew A.Murray Assistant City Attorney M&C: Date: (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dana Burghdoff, Assistant City Manager for the City of Fort Worth,known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2022. Notary Public AFTER RECORDING RETURN TO: CITY OF FORT WORTH,A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 200 TEXAS STREET FORT WORTH,TEXAS 76102 Contract of Sale and Purchase Page- 19-of 21 US Land Guild,LLC EXHIBIT"A" THE PROPERTY Contract of Sale and Purchase Page-20-of 21 US Land Guild,LLC EXHIBIT"B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page-21-of 21 US Land Guild,LLC City of Fort Worth Fort ort Texas Street Worth,Texas Legislation Details File M M&C 22-1006 Version: 1 Name: Type: Land - Report of CM Status: Passed File created: 11/16/2022 In control: CITY COUNCIL On agenda: 11/29/2022 Final action: 11/29/2022 Title: (CD 5)Authorize the Acquisition of a Fee Simple Interest in Approximately 29.361 Acres of Land Located at 2608 Quail Road, 6309 Elizabeth Road, 6216 Elizabeth Road, 6217 Elizabeth Road, 3849 South Cravens Road, and 6300 Willard Road, Fort Worth, Tarrant County, Texas from US Land Guild, LLC in the Amount of$2,529,923.00 and Pay Estimated Closing Costs in an Amount Up to $35,000.00 for the Open Space Conservation Program and Future Parkland Expansion and Adopt Appropriation Ordinance (2022 Bond Program) Sponsors: Indexes: Code sections: Attachments: 1. M&C 22-1006, 2.Aerial - EMPALA Expansion.pdf, 3. ORD.APP21 LAKE ARLINGTON_29_ACRE_US_LAND_GUILD_ACQ_34027 AO23(r3) (1).pdf Date Ver. Action By Action Result 11/29/2022 1 CITY COUNCIL Approved City of Fort Worth Page 1 of 1 Printed on 12/1/2022 powered by Legistarm City of Fort Worth, Texas Mayor and Council Communication DATE: 11/29/22 M&C FILE NUMBER: M&C 22-1006 LOG NAME: 21 LAKE ARLINGTON 29 ACRE US LAND GUILD ACQ SUBJECT (CD 5)Authorize the Acquisition of a Fee Simple Interest in Approximately 29.361 Acres of Land Located at 2608 Quail Road, 6309 Elizabeth Road,6216 Elizabeth Road,6217 Elizabeth Road,3849 South Cravens Road,and 6300 Willard Road, Fort Worth,Tarrant County,Texas from US Land Guild, LLC in the Amount of$2,529,923.00 and Pay Estimated Closing Costs in an Amount Up to $35,000.00 for the Open Space Conservation Program and Future Parkland Expansion and Adopt Appropriation Ordinance(2022 Bond Program) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the acquisition of a fee simple interest in approximately 29.361 acres of land located at 2608 Quail Road, 6309 Elizabeth Road, 6216 Elizabeth Road,6217 Elizabeth Road,3849 South Cravens Road,and 6300 Willard Road from US Land Guild, LLC in the amount of $2,529,923.00 and pay estimated closing costs in an amount up to$35,000.00; 2. 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; 3. Adopt the attached appropriation ordinance adjusting appropriations in the 2022 Bond Program Fund by increasing appropriations in the OSAcq-Lake Arlington Project(City Project No. 104492)in the amount of$1,289,661.50 and decreasing appropriations in the Open Space Appropriations Project(City Project No. PA0001)by the same amount; 4. Dedicate approximately 14.7 acres of the property as parkland as an addition to Eugene McCray Park at Lake Arlington upon future master planning;and 5. Conserve the remainder of the property as a natural area under the Open Space Conservation Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C)is to seek approval to acquire land located at 2608 Quail Road, 6309 Elizabeth Road, 6216 Elizabeth Road,6217 Elizabeth Road,3849 South Cravens Road,and 6300 Willard Road in a joint acquisition between the Park& Recreation Department(PARD)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,and the Open Space Conservation Program in accordance with the program's mission to preserve high quality natural areas in Fort Worth. PARD conducted an assessment of potential properties in east Fort Worth for parkland acquisition.The proposed properties,totalling 29.361 acres,are located in Park Planning District 3,which is under-served in community-based parkland. Approximately 14.7 acres of the properties will be dedicated as an expansion of Eugene McCray Park at Lake Arlington with the precise boundaries of the additional parkland to be determined by a future master planning effort. The Open Space Working Group assessed the properties utilizing the Open Space Tool(mapping)which identifies properties that are"very high priority for conservation"based on available data. Conservation of these properties supports several goal areas in the Open Space Conservation Program including the protection of floodplains and water quality, improving equitable access to open space,and ecosystem preservation. US Land Guild, LLC(Seller)has agreed to sell the properties for$86,000.00 per acre for a total purchase price of$2,529,923.00.The purchase price is supported by an independent appraisal. The mineral estate will not be acquired and the deed will contain a surface use waiver for the exploration of the mineral estate. 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 closing costs in an amount up to$35,000.00. Half of the purchase price in the amount of$1,264,961.50 and a portion of the closing costs in the amount of$17,500.00 will be provided from the Open Space Appropriations Project(City Project No. PA0001)to conserve half of the total site acreage as a natural area under the Open Space Conservation Program,with the exact boundaries to be determined at a later date in conjunction with a PARD master planning effort.The cost of the appraisal in the amount of$7,200.00 will be moved from the Open Space Pre-Acquisition Project(City Project No. 103511)to the OSAcq- Lake Arlington Project(City Project No.104492). Funding is budgeted in the 2022 Bond Program Fund and the PARD Dedication Fees Fund for the purpose funding land acquisition projects, OSAcq-Lake Arlington&EMPALA Expansion. This acquisition is also included in the 2022 Bond Program. The City's Extendable Commercial Paper(ECP)(M&C 22-0607; Ordinance 25675- 08-2022)provides liquidity to support the appropriation. Available resources will be used to make any interim progress payments until debt is issued. Once debt associated with a acquisition is sold,debt proceeds will reimburse the interim financing source in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election(Ordinance 25515-05- 2022). The following table demonstrates the funding for the acquisition: Fund FY 2023 Budget Change ][ evisedFY2023 Appropriations (Increase/Decrease) Appropriations 34027—2022 Bond Program Fund— 22050099 Prop E $15,000,000.00 -$1,289,661.50 $13,710,338.50 Open Spaces(City Project No. PA0001) 34027—2022 Bond Program Fund— 22050099 Prop E $0.00 $1,289,661.50 $1,289,661.50 Open Spaces(City Project No. 104492) 30110-PARD Dedication Fees $3,138,983.00 $0.00 $0.00 Fund(City Project No. 104393) Project Acquisition Expense TPW-OSAcq-Lake Arlington(City Project No. 104492) $1,289,661.50 PARD-Empala Expansion(City Project No. 104393) $1,282,461.50 Total $2,572,123.00 Any unused funding upon project completion will be returned to the Open Space Appropriations Project(City Project No. PA0001)and the PARD New Enhancements Programmable Project(City Project No. P00132),respectively. All 29.361 acres,consisting of both open space and dedicated parkland,will be maintained by PARD.As of September 30, 2022,the cumulative total of all previously approved M&Cs increased PARD's maintained acreage by an estimated 21.45 acres and estimated annual maintenance by $265,605.00 beginning in Fiscal Year 2024.This acquisition is estimated to increase the department's acreage by 29.361 acres, more or less, and annual maintenance by$15,418.00. This property is located in COUNCIL DISTRICT 5. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Open Space Appropriations programmable project within the 2022 Bond Program Fund and in the EMPALA Expansion project within the PARD Dedication Fees Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinance,funds will be available in the 2022 Bond Program Fund for the OSAcq-Lake Arlington project(City Project No. 104492)and in the PARD Dedication Fees Fund for the EMPALA Expansion project to support the approval of the above recommendations and acquisition of land. Prior to an expenditure being incurred,the Park&Recreation Department and the Transportation& Public Works Department have 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 Dave Lewis 5717 Additional Information Contact: Jeremy Van Rite 2574 Joel McElhany 5745 Expedited