HomeMy WebLinkAboutContract 59156CSC No. 59156
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 ("Purchaser"), acting by and through its duly authorized City Manager or Assistant City Manager,
and Cothran Malibu, L.P., a Texas limited partnership ("Seller"), acting by and through its authorized
representative, as of the date on which this Contract is executed by the last to sign of Seller and Purchaser
("Effective Date").
I:t�II�1
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, approximately
4.0750 acres of land situated in the Jesse Billingsley Survey, Abstract 70, Tract 1C, Tarrant County,
Texas, also known as 10600 Alta Vista Road, Fort Worth, Texas 76244 (Tarrant Appraisal District
Account No. 03737926) and being a portion of the tract of land conveyed by Special Warranty Deed
filed on August 30, 2022 and recorded as Instrument No. D222214994 in the Official Real Property
Records of Tarrant County, Texas (the "Land") as more particularly described on the attached Exhibit
"A," which is attached hereto and incorporated herein by reference for all purposes, 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").
Section 2. Earnest Money and Purchase Price.
(a) Within ten (10) days after the Effective Date, Purchaser must deliver to the Title
Company's escrow agent an Earnest Money deposit of Ten Thousand 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 Option Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its
obligation to close.
(b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller
at Closing (as hereinafter defined), is TWO MILLION, ONE HUNDRED THOUSAND AND 00/100
DOLLARS ($2,100,000.00).
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Section 3. Title Commitment and Survey.
(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 Sendera Title, 12400
Preston Road, Suite 120, Frisco, Texas 75033, Attention: Samantha Sanchez (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) Seller shall deliver to Purchaser within five (5) Business Days after the Effective Date,
an existing survey of the Property ("Survey"). If the existing survey of the Property is not acceptable
to Purchaser or insurable by the Title Company, Purchaser, at Purchaser's sole cost and expense, may
obtain a new survey of the Property, which shall thereafter be referred to as the "Survey" and deliver the
new survey to Seller and the Title Company within thirty (30) days after Seller receives notice that the
existing survey is not acceptable. 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
Seller, 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 or a utility easement, (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 thirty (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.
(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 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.
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.
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 2 - of 20
(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 priorto 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 (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 any improvements thereon, 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, the Earnest Money will be refunded to Purchaser, and neither party shall
have any further rights or obligations under this Contract.
(c) Purchaser shall have the right, in its sole discretion, to extend the Option Period for one
(1) period of thirty (30) calendar days.
(d) The parties agree that the Option Period will not be further extended upon expiration
without a written amendment signed by both parties.
(e) The provisions of this Section 6 control all other provisions of this Contract.
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 3 - of 20
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 thirty-one (31) calendar
days after the expiration of the Option Period.
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 `B", 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 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 Seller'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," which shall be at Purchaser's
sole cost and expense, 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," at Purchaser's sole cost and expense;
(4) Seller and Purchaser shall each pay their respective attorneys' fees.
(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.
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 4 - of 20
(6) Purchaser shall not pay Broker's commission.
(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, Seller 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. Such apportionment of
taxes shall be a final determination that shall not be subject to any further adjustments. The provisions
of this Section 8(b) survive the Closing. Seller shall not be responsible for any Rollback taxes that arise
due to a change in use of the Property after Closing. Rollback taxes, if any, that arise due to a change in
use of the Property will be the responsibility of Purchaser.
(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 for herein will
constitute a violation or breach by Seller of any provision of any agreement or other
instrument to which Seller is a parry or to 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
by or against Seller or the Property, nor is any such action pending by or against Seller
or the Property;
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 5 - of 20
(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; and (iv) 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 information resulting from any inspection or investigation made by or on
behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified,
shall survive Closing.
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
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 6 - of 20
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 represents to the other that it has had no dealings,
negotiations, or consultations with any broker, representative, employee, agent or other intermediary in
connection with the sale of the Property, other than Rex Real Estate I, L.P. ("Seller's Broker"). Seller
shall pay a commission to Seller's Broker pursuant to a separate written agreement between Seller and
Seller's Broker.
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, (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; or (v) properly addressed and sent to the addressee by facsimile, electronic mail or similar
transmitting machine, as the case may be.
(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
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 7 - of 20
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:
Cothran Malibu, L.P.
Attn: Mitaj Nathwani
19422 Sierra Linda Road
Irvine, California 92603
With a copy to:
The Brown Law Firm, L.L.P.
Attn: Charles S. Brown
4161 McKinney Avenue, Suite 410
Dallas, Texas 75204
Telephone: (214) 891-1957
Email: tblf@brownlawfirm.com
(d) From time to time either parry 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
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. In no event shall Purchaser be liable to Seller for any punitive, speculative, consequential or
other damages other than actual damages.
(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
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, as Purchaser's sole remedies hereunder, to:
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 8 - of 20
(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.
In no event will Seller ever be liable to Purchaser hereunder for any punitive, speculative, consequential
or other damages other than actual damages.
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 parry.
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.
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.
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 9 - of 20
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. 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
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. Condition of Property. EXCEPT AS OTHERWISE SPECIFICALLY STATED IN
THIS PARAGRAPH 8.1 OR THE SPECIAL WARRANTY OF TITLE IN THE DEED TO BE
DELIVERED AT CLOSING, SELLER HEREBY SPECIFICALLY DISCLAIMS ANY
WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT
OR FUTURE, OF, AS TO, OR CONCERNING (I) THE NATURE AND CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY,
AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT THEREON,
AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS
THEREON (INCLUDING THE PRESENCE OF ASBESTOS) OR COMPLIANCE WITH ALL
APPLICABLE LAWS, RULES OR REGULATIONS; (Il) THE NATURE AND EXTENT OF
ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE,
RESERVATION, CONDITION OR OTHERWISE; AND (III) THE COMPLIANCE OF THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS
OF ANY GOVERNMENT OR OTHER BODY. PURCHASER ACKNOWLEDGES THAT IT
WILL INSPECT THE PROPERTY AND, EXCEPT FOR THE SPECIFIC
REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN,
PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER.
PURCHASER FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND
TO BE PROVIDED WITH RESPECT TO THE PROPERTY WAS OBTAINED FROM A
VARIETY OF SOURCES AND SELLER (A) HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION; AND (B) DOES NOT
MAKE ANY REPRESENTATIONS AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION, EXCEPT FOR THE SPECIFIC REPRESENTATIONS, WARRANTIES AND
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 10 - of 20
COVENANTS CONTAINED HEREIN. THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS WHERE IS" BASIS, AND PURCHASER EXPRESSLY
ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF SELLER
HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, SELLER MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, IN RESPECT OF THE PROPERTY. The terms of this Paragraph shall expressly survive
Closing and such limitation shall be expressly incorporated into the Deed.
Section 29. Insurance. Prior to entry on the Property by Purchaser or any of its agents or representatives,
Purchaser shall obtain and maintain in force, or shall cause its agents and/or representatives to obtain and
maintain in force, at no expense to Seller the following: (i) a policy of commercial general liability
insurance and automobile liability insurance by an insurance company qualified to do business in the
State of Texas with a combined single limit coverage of not less than $2,000,000.00 for bodily injury and
property damage liability, and automobile liability insurance indemnifying Seller against the claims of
all persons for loss of life, personal injuries or property damage, or both, arising out of or incident to
Purchaser's inspection of the Property; and (ii) worker's compensation insurance in compliance with the
requirements of the Texas Workers Compensation Act, with a waiver of subrogation. Seller shall be
named as an additional insured under said commercial general liability insurance policy and automobile
liability insurance; and Purchaser shall deliver a certificate evidencing said insurance. Such certificate
shall provide that the coverage cannot be canceled without at least 14 days prior written notice to Seller
and in any event, Purchaser shall ensure that such insurance shall remain in full force and effect while
this Contract is in effect and/or while Purchaser or its agents and/or representatives are inspecting the
Property. Seller agrees, however, that Purchaser, but not Purchaser's agents or contractors that enter the
Property, shall be allowed to retain (self -insure) in whole or in part any insurance obligations required
herein.
[signature page follows]
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 11 - of 20
This Contract is EXECUTED as of the Effective Date.
SELLER:
COTHRqt MALIBU, L.P.
By: kJGN
Name:
Title: Pres.Cothran Malibu Mgt, Inc.Gp of Cothran Malibu L.P
PURCHASER:
CITY OF FORT WORTH, TEXAS
By: Dana Burghdoff (M (r 28, 20 :43 CDT)
Dana Burghdoff, Assistant City Manager
Date: Mar 28, 2023
ATTEST: gaga
,, - -,�• ��pp ,,,, � � .... as
U Ogg �10
dVe ^=d
Jannette S. Goodall A°°c as nE�� 44q'
City Secretary
M&C: 23-0032
Date: January 10, 2023
1295 Form No.: 2022-966273
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.
alalrl"� 1&6�
Dickson Robin, Senior Land Agent
Property Management Department — Real Estate Division
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 12 - of 20
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY: Sendera Title
M.
Name:
Title:
Date:
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 13 - of 20
Exhibit A
The Land
Approximately 4.0750 acres of land situated in the Jesse Billingsley Survey, Abstract 70, Tract 1C, Tarrant
County, Texas, also known as 10600 Alta Vista Road, Fort Worth, Texas 76244 (Tarrant Appraisal
District Account No. 03737926) and being a portion of the tract of land conveyed by Special Warranty
Deed filed on August 30, 2022 and recorded as Instrument No. D222214994 in the Official Real Property
Records of Tarrant County, Texas
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 14 - of 20
Exhibit B
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: COTHRAN MALIBU, L.P.
Grantor's Mailing Address (including County):
19422 SIERRA LINDA ROAD
IRVINE, CALIFORNIA 92603
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--- ($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 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
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 15 - of 20
Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, 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 — 10600 Alta Vista Road Page - 16 - of 20
GRANTOR:
COTHRAN MALIBU, L.P.
By:
Name:
Title:
NOTICE: This document affects your legal rights. Read it carefully before signing.
(Acknowledgment)
THE STATE OF TEXAS
W41WI111rKS]0W."\Oki :7_\04In
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared , known to me to be the same person
whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act
of Cothran Malibu, L.P. and that he executed the same as the act of said corporation for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 52023.
Notary Public
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 17 - of 20
ACCEPTED AND AGREED TO:
CITY OF FORT WORTH
Dana Burghdoff,
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
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.
2023.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
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 — 10600 Alta Vista Road Page - 18 - of 20
EXHIBIT "A"
THE PROPERTY
Approximately 4.0750 acres of land situated in the Jesse Billingsley Survey, Abstract 70, Tract 1C, Tarrant
County, Texas, also known as 10600 Alta Vista Road, Fort Worth, Texas 76244 (Tarrant Appraisal
District Account No. 03737926) and being a portion of the tract of land conveyed by Special Warranty
Deed filed on August 30, 2022 and recorded as Instrument No. D222214994 in the Official Real Property
Records of Tarrant County, Texas
Contract of Sale and Purchase — 10600 Alta Vista Road Page - 19 - of 20
EXHIBIT `B"
PERMITTED ENCUMBRANCES
Signature:
Email: dickson.robin@fortworthtexas.gov
Contract of Sale and Purchase — 10600 Alta Vista Road
Page - 20 - of 20
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 01/10/23 M&C FILE NUMBER: M&C 23-0032
LOG NAME: 21 FIRE STATION 37 10600 ALTA VISTA LAND ACQUISITION
SUBJECT
(CD 7 / Future CD 4) Authorize Acquisition of a Fee Simple Interest in Approximately 4.075 Acres Located at 10600 Alta Vista Road in the Jesse
Billingsley Survey, Abstract No. 70, Tract 1 C, Fort Worth, Tarrant County, Texas from Cothran Malibu LP in the Amount of $2,100,000.00 and Pay
Estimated Closing Costs in an Amount Up to $25,000.00 for a Total Cost of $2,125,000.00 for the Fire Station No. 37 (2022 Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of fee simple interest in approximately 4.075 acres of land, being all of a tract of land in the Jesse Billingsley Survey,
Abstract No. 70, Tract 1 C, Fort Worth, Tarrant County, Texas, also known as 10600 Alta Vista Road, from Cothran Malibu LP in the amount of
$2,100,000.00 and pay estimated closing costs in an amount up to $25,000.00 for the future Fire Station No. 37 (City Project No. 104186);
and
2. Authorize the City Manager or designee to execute the necessary contract of sale and purchase, accept the conveyance, and execute and
record the appropriate instruments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek City Council authorization to acquire land from Cothran Malibu
LP (Seller) necessary to support the development and construction of a new fire station in North Fort Worth (Fire Station No. 37).
The Property Management Department, in collaboration with the Fire Department, has determined the site located at 10600 Alta Vista Road, Fort
Worth, Tarrant County, Texas 76244 will meet the Fire Department's operational objectives for the North Division and provide sufficient land to
develop and construct Fire Station No. 37.
An appraisal of the property was prepared by an independent fee appraiser and a negotiated agreement has been reached with the Seller. The
mineral estate will not be acquired and the deed will contain a surface 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 the estimated closing costs in an amount up to
$25,000.00.
Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property excluding the mineral rights.
Property Ownersh i p1l
Property Interest
IProperty Size
Property Address / Legal Description
JAmount
Cothran Malibu LP
Fee Simple
+/- 4.075 Acres
10600 Alta Vista Road, Fort Worth, Tarrant County, Texas
Jesse Billingsley Survey, Abstract No. 70, Tract 1C,
$2,100,000.00
Total Estimated Closing Costs
$25,000.00
TOTAL
$2,125,000.00
This project is 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 actually make any interim progress payments until debt is
issued. Once debt associated with a project 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).
Funding is budgeted in the Fire Department's 2022 Bond Program Fund for the purpose of funding the Fire Station 37 project, as appropriated.
This project is located in COUNCIL DISTRICT 7 AND FUTURE COUNCIL DISTRICT 4.
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 available in the current capital budget, as previously appropriated, in the 2022 Bond Program Fund
for the Fire Station 37 project to support the approval of the above recommendations and execution of the acquisition. Prior to an expenditure
being incurred, the Property Management and Fire Departments have the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Ricky Salazar 8379
Additional Information Contact: Niels Brown 5166
Dickson Robin 2554
City of rO ft `n o fth Fort
Texas Street
` I r �/ V Fort Worth, Texas
Legislation Details
File #:
M&C 23-0032 Version: 1 Name:
Type:
Land Consent Status: Passed
File created:
1/4/2023 In control: CITY COUNCIL
On agenda:
1/10/2023 Final action: 1/10/2023
Title:
(CD 7 / Future CD 4) Authorize Acquisition of a Fee Simple Interest in Approximately 4.075 Acres
Located at 10600 Alta Vista Road in the Jesse Billingsley Survey, Abstract No. 70, Tract 1C, Fort
Worth, Tarrant County, Texas from Cothran Malibu LP in the Amount of $2,100,000.00 and Pay
Estimated Closing Costs in an Amount Up to $25,000.00 for a Total Cost of $2,125,000.00 for the Fire
Station No. 37 (2022 Bond Program)
Sponsors:
Indexes:
Code sections:
Attachments:
1. M&C 23-0032, 2. Fire Station 37 10600 Alta Vista Land Acquisition map.pdf, 3. 10600 Alta Vista
M&C Map.pdf
Date
Ver. Action By Action Result
1/10/2023
1 CITY COUNCIL Approved
City of Fort Worth Page 1 of 1 Printed on 2/14/2023
powered by Legistar-
City of Fort Worth,
Mayor and
Texas
Council Communication
DATE: 01/10/23 M&C FILE NUMBER: M&C 23-0032
LOG NAME: 21 FIRE STATION 37 10600 ALTA VISTA LAND ACQUISITION
SUBJECT
(CD 7 / Future CD 4) Authorize Acquisition of a Fee Simple Interest in Approximately 4.075 Acres Located at 10600 Alta Vista Road in the Jesse
Billingsley Survey, Abstract No. 70, Tract 1 C, Fort Worth, Tarrant County, Texas from Cothran Malibu LP in the Amount of $2,100,000.00 and Pay
Estimated Closing Costs in an Amount Up to $25,000.00 for a Total Cost of $2,125,000.00 for the Fire Station No. 37 (2022 Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of fee simple interest in approximately 4.075 acres of land, being all of a tract of land in the Jesse Billingsley Survey,
Abstract No. 70, Tract 1 C, Fort Worth, Tarrant County, Texas, also known as 10600 Alta Vista Road, from Cothran Malibu LP in the amount of
$2,100,000.00 and pay estimated closing costs in an amount up to $25,000.00 for the future Fire Station No. 37 (City Project No. 104186);
and
2. Authorize the City Manager or designee to execute the necessary contract of sale and purchase, accept the conveyance, and execute and
record the appropriate instruments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek City Council authorization to acquire land from Cothran Malibu
LP (Seller) necessary to support the development and construction of a new fire station in North Fort Worth (Fire Station No. 37).
The Property Management Department, in collaboration with the Fire Department, has determined the site located at 10600 Alta Vista Road, Fort
Worth, Tarrant County, Texas 76244 will meet the Fire Department's operational objectives for the North Division and provide sufficient land to
develop and construct Fire Station No. 37.
An appraisal of the property was prepared by an independent fee appraiser and a negotiated agreement has been reached with the Seller. The
mineral estate will not be acquired and the deed will contain a surface 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 the estimated closing costs in an amount up to
$25,000.00.
Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property excluding the mineral rights.
Property Ownersh i p1l
Property Interest
IProperty Size
Property Address / Legal Description
JAmount
Cothran Malibu LP
Fee Simple
+/- 4.075 Acres
10600 Alta Vista Road, Fort Worth, Tarrant County, Texas
Jesse Billingsley Survey, Abstract No. 70, Tract 1C,
$2,100,000.00
Total Estimated Closing Costs
$25,000.00
TOTAL
$2,125,000.00
This project is 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 actually make any interim progress payments until debt is
issued. Once debt associated with a project 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).
Funding is budgeted in the Fire Department's 2022 Bond Program Fund for the purpose of funding the Fire Station 37 project, as appropriated.
This project is located in COUNCIL DISTRICT 7 AND FUTURE COUNCIL DISTRICT 4.
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 available in the current capital budget, as previously appropriated, in the 2022 Bond Program Fund
for the Fire Station 37 project to support the approval of the above recommendations and execution of the acquisition. Prior to an expenditure
being incurred, the Property Management and Fire Departments have the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Ricky Salazar 8379
Additional Information Contact: Niels Brown 5166
Dickson Robin 2554
Signature: 5tv.
Email: allison.tidwell@fortworthtexas.gov