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Home My WebLink AboutContract 59312-A1DocuSign Envelope ID: 34238BAE-187C-4DA8-A6B4-E71FB26D5294 CSC No. 59312-Al FIRST AMENDMENT TO CONTRACT OF SALE AND PURCHASE THIS FIRST AMENDMENT TO CONTRACT OF SALE AND PURCHASE (this "Amendment") 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 SOUTHWEST PASTURE, LTD., a Texas limited partnership ("Seller"), as of the date on which this Amendment is executed by the last to sign of Seller and Purchaser ("Effective Date"). RECITALS WHEREAS Purchaser and Seller entered into that certain Contract of Sale and Purchase dated effective on or about May 4, 2023 (City Secretary Contract No. 59312) (the "Contract") regarding the sale by Seller to Purchaser of approximately 1.90 acres situated in the Rueben Burnett Survey, Abstract 1922, Tarrant County, Texas (the "Property") to be used by Purchaser for the construction of a fire station; and WHEREAS after the effective date of the Contract, Purchaser informed Seller that the City of Fort Worth would require a conveyance plat of the Property be approved by the City of Fort Worth City Plan Commission (the "CPC") and recorded in the Tarrant County Real Property Records prior to Closing; and WHEREAS Seller and Purchaser desire to amend the Contract pursuant to the terms and conditions set forth herein, including, inter alia, to address the parties' rights and obligations with respect to the above -mentioned conveyance plat, and amend the Closing Date. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Seller and Purchaser hereby enter into this Amendment. 1. Recitals. The foregoing recitals are hereby affirmed by the parties as true and correct and each such recital is incorporated herein by this reference. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Contract. 2. Expiration of Option Period. Purchaser's Option Period, as previously extended by Purchaser by way of that letter dated June 29, 2023, is hereby deemed to have expired as of the Effective Date and, as of the Effective Date, Purchaser shall have no right to terminate the Contract under Section 6 of the Contract. 3. Title Review. Purchaser acknowledges and agrees that the Title Review Period has expired, Purchaser has made no Objections to the Title Commitment or the Survey, all matters described in that certain title commitment for title insurance dated June 26, 2023, issued July 3, 2023 by Title Company are deemed Permitted Encumbrances, and Purchaser has no right to terminate the Contract under Section 3 of the Contract. 4. Closing Date. Section 7 of the Contract is hereby amended to provide that the Closing Date shall be the later of (i) subject to Section 5(d). below, thirty (30) calendar days after the conveyance plat (described below) has been approved by the CPC, or (ii) August 31, 2023, or such other date as mutually agreed to in writing by Seller and Purchaser. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Contract of Sale and Purchase — 4915 South Drive W. Page 1 of 5 Southwest Pasture, LTD. DocuSign Envelope ID: 34238BAE-187C-4DA8-A6B4-E71FB26D5294 5. Convevance Plat. (a) Purchaser agrees that Purchaser shall be solely responsible, and shall reimburse Seller at Closing or promptly after the termination of the Contract, as applicable, for costs and expenses incurred by Seller in an amount up to Ten Thousand and 00/100 Dollars ($10,000.00) in connection with the preparation, application, submission, approval and recording of a conveyance plat with respect to the Property ("Platting Costs"), which obligation shall survive the termination of the Contract and the Closing. (b) Purchaser approves the conveyance plat attached hereto as Exhibit A, consents to its submission to the CPC for approval, and acknowledges and agrees the conveyance plat, if approved by the CPC, will be a Permitted Encumbrance. (c) The above -described conveyance plat, once approved by the CPC, will be recorded at Closing, to the extent possible. In any event, Seller will be under no obligation to record the conveyance plat in the Tarrant County Real Property Records unless and until Purchaser is unconditionally obligated to close the transaction contemplated by the Contract. (d) Notwithstanding anything to the contrary, it shall be a condition precedent to Seller and Purchaser's respective obligations to close that the above -described conveyance plat first be approved by the CPC and recorded in the Tarrant County Real Property Records at Closing, and the failure of such condition shall not constitute a breach or default by Seller. If said condition has not been satisfied on or before September 29, 2023, Seller and Purchaser shall each have the right, but not the obligation, to terminate the Contract upon written notice to the other party, in which event neither party shall have any further obligations, duties, or rights under the Contract except for those that expressly survive the termination of the Contract; the application with respect to the conveyance plat shall be immediately withdrawn; and the Earnest Money, less the Preliminary Survey Costs (as defined in the Contract) and the Platting Costs, will be released to Purchaser and the Preliminary Survey Costs and the Platting Costs will be released to Seller. To the extent the Earnest Money is not sufficient to cover the Preliminary Survey Costs and Platting Costs, the entirety of the Earnest Money shall be released to Seller, and Purchaser shall promptly pay Seller all amounts of the Preliminary Survey Costs (not to exceed $5,000.00) and Platting Costs (not to exceed $10,000.00) in excess of the amount of the Earnest Money, which obligation shall survive the termination of the Contract. (e) Notwithstanding anything to the contrary, Purchaser acknowledges and agrees that other than the recording of the conveyance plat of the Property only, Seller shall have no obligation (before or after Closing) to incur any expense, liability or to impair or encumber in any manner any right or interest of Seller or any of Seller's affiliates in or with respect to the Property (or other land or property owned by Seller or Seller's affiliates) in connection with the transaction contemplated by the Contract, including, without limitation, the platting of other land owned by Seller or Seller's affiliates nor the granting or dedication of easements or rights -of -way. The provisions of this subsection(e) shall survive the termination of the Contract and Closing. 6. General. Except as expressly modified by this Amendment, the Contract remains in full force and effect in accordance with its terms. In the event of any conflict between this Amendment and First Amendment to Contract of Sale and Purchase — 4915 South Drive W. Page 2 of 5 Southwest Pasture, LTD. DocuSign Envelope ID: 34238BAE-187C-4DA8-A6B4-E71FB26D5294 the Contract, the terms of this Amendment shall control. This Amendment shall be binding upon and inure to the benefit of the parties hereto, and their respective successors, assigns, heirs and personal representatives. 7. Counterparts. To facilitate execution of this Amendment the parties may execute this Amendment in counterpart and exchange signatures by electronic delivery of a PDF copy of the executed Amendment (including by way of DocuSign or other similar electronic signature exchange software), which PDF copy shall be deemed valid and binding. This Amendment is EXECUTED as of the Effective Date. SELLER: SOUTHWEST PASTURE, LTD., a Texas limited partnership By: Cassco Management Company, LLC, a Texas limited liability company, its General Partner DocuSigned by: B :� Na s@nmE6md*1, dwards Title: Manager By: ?DocuSigned by:d.,. e. F-t�c...�....1 .,zt Na • @"c&4Q�h.eral Title: Manager Date: July 14, 2023 PURCHASER: CITY OF FORT WORTH, TEXAS By: Dana Bunzhdoff(Jut!(8, 202309:40 CDT) Dana Burghdoff, Assistant City Manager Date: J U 118, 2023 4ggqOp4�� ATTEST: Al F F00. ORt�oaad o°—' poo p=d 000 Jannette S. Goodall aannnzp5aaa City Secretary M&C: M&C 23-0031 Date: January 10, 2023 1295 Form No.: 2022-966494 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment to Contract of Sale and Purchase — 4915 South Drive W. Page 3 of 5 Southwest Pasture, LTD. DocuSign Envelope ID: 34238BAE-187C-4DA8-A6B4-E71FB26D5294 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. Dickson Robin, Senior Land Agent Property Management Department — Real Estate Division First Amendment to Contract of Sale and Purchase — 4915 South Drive W. Page 4 of 5 Southwest Pasture, LTD. DocuSign Envelope ID: 34238BAE-187C-4DA8-A6B4-E71FB26D5294 EXHIBIT A Conveyance Plat [Attached] First Amendment to Contract of Sale and Purchase — 4915 South Drive W. Page 5 of 5 Southwest Pasture, LTD. FORT WORTH Title Closing Legal Review Checklist Property Management Department Southwest Pasture Acquisition _ Contract Amendment DOCUMENT TITLE: FS 26 M&C 23-0031 CPN 101659 CSO 59312 DOC# N/A RUSH: ❑ Yes ❑ No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: ❑ Yes ❑ No 01. Document Type — ROW, DEED, EASEMENT, LICENSE AGREEMENT, ETC. ARE THE CONVEYANCE EXHIBITS SIGNED & SEALED BY SURVEYOR? NEEDS TO BE NOTARIZED: ❑ Yes ❑ No 02. Wiring Instructions from Title Company 03. Closing Document - Master Settle Statement / HUD Closing Statement to be signed x 04. Authorizing M&C or N/A if not needed x 05. Offer Letter, Sales Contract or Letter Agreement amount same as Settlement Statement 06. Closing Document - Arbitration Deletion Letter Form T-7 to be signed 07. Closing Document - Notices/Acknowledgments (such as Business Affiliation, etc.) 08. Project Communication or Contact Log (REQUIRED as of 12/7/2022) 09. Title Commitment 10. Other: e.g. Escrow Closing Instructions, Encroachment Agreements, LONOs, etc. Return to: Please call Dickson Robin Senior Land Agent at EXT. 2554 for pick up when complete. Thank you. OWNER \ DEVELOPER SURVEYOR SDulNwsst Pasture, LTD. PI.- Land SDlu—,ln[. ♦ DO S. HOW. Street, Suite 614 98W Xi11—d Parkway, Suits 2SO F- W—, Tx )61D9 Fst WcrtN. Texas 76177 817-713-73% PHt 817.582.3350 S�Urh FORT WORTH Z CITY PLAN SION Go1.NST TY oFTexsurt-EU'xN+Ds Cl T O nm DA1wRwTSRWw1s BH T lX A 9THeP. MO THE sn< FOR nE Pin App—Il Date. DNEN UIIGI wT III na IEw. DF 11— THs ne —_ DAY D' _—____. 112_. By' �o.na.e NDTmY weua N .. III THE — OF ---- By' x wr —I- Exrus• [roMN�02ms Paaon [ob sawn. rn. TroDs smw REa xa atm[R R' 6935529' 225. 8p,26"E ye Southeast Posture, LTD. Inat a D212318326 (Tract 1) C.R.T.C.I. 1.900 A— CVRan4 ZaWq F- GanxtlGammxoitl 4xy N�� CP— XIOR ,Zr—TTZj5ZKD,PPOPGR&,�A%TE BY, A B T. u& bpn�RRs ls10sae 60ufH 0RIV6 W66f eo'9Nwror-wuyl [.s ITTPo' sr N WE S 0 30 60 90 GRAPHIC SCALE IN FEET LEGEND IRS IRON ROD SET IPF IRON ROD FOUND N.T.S. NOT TO SCRLE A Conveyance Plat of 1.900 Acres of Land Sitaated in the R. Burnett Survey. ADstrac4 NuMer 1922, City of Fort Worth, Tarrant County. Texas. DATE OF %d'PNt.— ANE.... Peloton Job No. City of rO ft `n o fth Fort Texas Street ` I r �/ V Fort Worth, Texas Legislation Details File M M&C 23-0031 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 6 / Future CD 6) Authorize Acquisition of a Fee Simple Interest in Approximately 1.90 Acres Located in the Rueben Burnett Survey, Abstract 1922, Tract 1C04, Also Known as 4915 South Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the Amount of $1,160,000.00 and Pay Estimated Closing Costs in an Amount Up to $13,000.00 for a Total Cost of $1,173,000.00 for Fire Station No. 26 (2018 Bond Program) Sponsors: Indexes: Code sections: Attachments: 1. M&C 23-0031, 2. PMD 21 FIRE STATION 26 4915 SOUTH DRIVE WEST LAND ACQUISITION.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 LegistarTM City of Fort Worth, Texas Mayor and Council Communication DATE: 01/10/23 M&C FILE NUMBER: M&C 23-0031 LOG NAME: 21 FIRE STATION 26 4915 SOUTH DRIVE WEST LAND ACQUISITION SUBJECT (CD 6 / Future CD 6) Authorize Acquisition of a Fee Simple Interest in Approximately 1.90 Acres Located in the Rueben Burnett Survey, Abstract 1922, Tract 1 C04, Also Known as 4915 South Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the Amount of $1,160,000.00 and Pay Estimated Closing Costs in an Amount Up to $13,000.00 for a Total Cost of $1,173,000.00 for Fire Station No. 26 (2018 Bond Program) RECOMMENDATION: It is recommended that the City Council: 1. Authorize acquisition of a fee simple interest in approximately 1.90 acres in the Rueben Burnett Survey, Abstract 1922, Tract 1 C04, Fort Worth, Tarrant County, Texas, also known as 4915 South Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the amount of $1,160,000.00 and pay estimated closing costs in an amount up to $13,000.00 for a total cost of $1,173,000.00 for Fire Station No. 26 (City Project No.101659); and 2. Authorize the City Manager or designee to execute the necessary contract of sale and purchase, to accept the conveyance, and to execute and record the appropriate instruments. DISCUSSION: The purpose of this Mayor and Council Communication is to seek approval to acquire land from Southwest Pasture Ltd. (Seller) for the construction of a new Fire Station No. 26 in Southwest Fort Worth. The Property Management Department, in collaboration with the Fire Department, has determined the site located at 4915 South Drive West, Fort Worth, Tarrant County, Texas will meet the Fire Department's operational objectives for the Southwest Division and will provide sufficient land to develop and construct Fire Station No. 26. An appraisal of the property was prepared by an independent 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 $13,000.00. Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property excluding the mineral rights. Property Property Property Property Address / Amount Ownership Interest ISize Legal Description 4915 South Drive West, Fort Worth, Southwest Fee Tarrant County, Texas Pasture Simple Acres $1,160,000.00 Ltd.Rueben Burnett Survey, Abstract 1922, Tract 1 C04 Total Estimated $13,000.00 Closing Costs TOTAL $1,173,000.00 This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018) and subsequent actions taken by the Mayor and Council. Funding is budgeted in the Fire Department's 2018 Bond Program Fund for the purpose of funding the Fire Station 26 Project, as appropriated. This project is located in COUNCIL DISTRICT 6 AND FUTURE COUNCIL DISTRICT 6. A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2018 Bond Program Fund for the Fire Station 26 project to support the approval of the above recommendations and execution of the acquisition. Prior to an expenditure being incurred, the Fire Department has the responsibility to validate the availability of funds. Submitted for Citv Manaaer's Office bv: Dana Burghdoff 8018 Oriainatina Business Unit Head: Steve Cooke 5134 Ricky Salazar 8379 Additional Information Contact: Niels Brown 5166 Dickson Robin 2554