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HomeMy WebLinkAboutContract 59883CSC No. 59883 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 John Q. Melcher, an individual, and the Melchor Family Trust (collectively, the "Seller") as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract, 40.04 acres, more or less, of land situated in the Aaron McDaniel Survey, Abstract 1042, Tract 1 C and in the T.C. Hawpe Survey, Abstract 701, Tract lA and 9A, Tarrant County, Texas, also known as 7321 and 7325 FM 1187 W. and 7600 McDaniel Road, Fort Worth, Texas 76244 (Tarrant Appraisal District Account Numbers 04033825, 05311721, 03937291) (collectively, the "Land"), together with (i) all buildings, fixtures, structures and improvements thereon, save and except for any interior fencing, gates, and water troughs removed from the Property by Seller prior Closing, which are excluded from this Contract and shall remain the property of Seller; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys, rights -of -way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street, road or access way; (v) all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property." (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Property. (d) Purchaser agrees that the Property will be named as "The Jack W. Melchor Natural Area" as authorized by the Fort Worth City Council on June 27, 2023 through Mayor & Council Communication 23-0570 Section 2. Earnest Money and Purchase Price. (a) Within ten (10) calendar days after the Effective Date, Purchaser must deliver to the Title Company's escrow agent an Earnest Money deposit of Ten Thousand and 00/100 Dollars ($10,000.00) in cash funds (the "Earnest Money"); however, upon Closing (as hereinafter defined), Contract of Sale and Purchase Page -1 - of 20 John Q. Melchor and the Melchor Family Trust OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 atClosing, is One Million Three Hundred and Sixty Thousand and 001100 Dollars ($1,360,000.00). Section 3. Title Commitment and Survev. (a) Within ten (10) calendar days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title, 2900 South Hulen, Fort Worth, TX 76109, Attention: Lavonne Keith (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 casements. (b) Within 10 calendar days after Seller receives the Title Commitment, Seller shall provide to Purchaser a current survey of the Property ("Survey") at Seller's sole cost and expense, which Survey is currently in process and will be completed after the Title Commitment is made available to the surveyor. The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a current on -the -ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway, (iii) identify any rights -of -way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the surveyor's registered number and seal and the date of the Survey. Upon Seller's and Title Company's respective receipt and approval of the Survey, the legal description of the Property set forth in the Survey shall be substituted for the description provided in Exhibit A of this Contract and shall be used in the deed and other conveyance documents. (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 Title Review Period. (d) Seller shall have the option, but not the obligation, to remedy or remove any or all Objections (or agree irrevocably in writing to remedy or remove any or all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser' s notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seiler 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 Contract of Sale and Purchase Page - 2 - of 20 John Q. Melcher and the Melcher Family Trust 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. (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 caused by Seller, and which may be cured by the payment of money, and (ii) all Objections that Seller agrees in writing to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Setter's sole cost and expense, at or prior to Closing. Section 4. Due Diligence Documents. Within five (5) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review any of the following items to the extent the same are in Seller's possession: (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"). 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 sixty (60) 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. Contract of Sale and Purchase Page - 3 - of 20 John Q. Melcher and the Mcicher Family Trust (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 or before thirty-one (31) calendar days after the expiration of the Option Period. Section S. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (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, but containing a reservation of the mineral rights; 0i) A Nan -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 proration. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; Contract of Sale and Purchase Page - 4 - of 20 John Q. Melcher and the Melcher Family Trust (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. (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 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. Seller and Purchaser understand and agree that Purchaser shall use the Property for public purposes and that no sanctions (rollback taxes) shall be assessed, and Purchaser shall have no obligation to pay any sanctions (rollback taxes), due to any change in use of the Property. 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 to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise provided herein or 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 party or, to Seller's current actual knowledge, 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. To Seller's current actual knowledge, 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 Page- 5 - of 20 John Q. Melcher and the Melcher Family Trust (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 Seiler 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 current 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 compliance in all material respects with such environmental permits and other requirements regarding environmental protection under applicable federal, state or local laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (v) Seller does not have current 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. (i} THE SALE OF THE PROPERTY IS MADE BY SELLER AND ACCEPTED BY PURCHASER ON AN "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS; (j) EXCEPT FOR THE WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED OR AS MAY BE OTHERWISE EXPRESSLY STATED HEREIN, SELLER HAS NOT MADE, DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE PROPERTY, INCLUDING, BUT NOT LIMITED TO: (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH Contract of Sale and Purchase Page - G - of 20 John Q. Melcher and the Melcher Family Trust PURCHASER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE, NATURE OR EXTENT OF ANY EASEMENT, RIGHT-OF- WAY, LEASE, RIGHT TO POSSESSION OR USE, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, RESTRICTION, CONDITION OR OTHER MATTER AFFECTING TITLE TO THE PROPERTY, (B) ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY, TENANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND (C) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES, ORDERS, RULES OR REGULATIONS OF ANY GOVERNMENTAL OR OTHER BODY, INCLUDING, BUT NOT LIMITED TO, COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS; AND (k) PURCHASER MUST SATISFY ITSELF AS TO THIS PURCHASE AND RELY SOLEY ON ITS OWN INVESTIGATIONS AND DILIGENCE AND ANY INFORMATION PROVIDED BY SELLER TO PURCHASER REGARDING THE PROPERTY HAS BEEN DELIVERED ON AN "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS AND PURCHASER HAS NOT RELIED ON ANY SUCH INFORMATION. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due Diligence documents delivered by Seller and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall. promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, casements 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, Setter 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. Contract of Sale and Purchase Page - 7 - of 20 John Q. Melcher and the Melcher Family Trust Section 11. Azents. Save and except for Jon McDaniel, the broker whom Seller has engaged on this transaction ("Seller's Broker"), 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. Seller shall pay a commission to Seller's Broker pursuant to a separate written agreement between Seller and Seller's Broker. Purchaser shall not pay any commission to Seller's Broker. Section 12. Closing Documents. No Iater than five (5) 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. (b) The address of Purchaser under this Contract is: City of Fort Worth Property Management Department 200 Texas Street Fort Worth, Texas 76102 Attn: Dickson Robin Telephone: 817-3 92-83 79 With a copy to: Matthew A. Murray City Attorney's Office 200 Texas Street Fort Worth, Texas 76102 Telephone 817-392-7600 (c) The address of Seller under this Contract is: John Q. Melcher P.O. Box 100009 Fort Worth, Texas 76185 With a copy to: Ronald B. Parent Harris, Finley & Bogle, P.C. 777 Main Street, Suite 1800 Fort Worth, Texas 76102 Telephone 817-870-8700 Contract of Sale and Purchase Page - 8 - of 20 John Q. Melcher and the Melcher Family Trust (d) From time to time either party may designate another address or fax number under this Contract by giving the other party advance written notice of the change. Section 14. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's 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 Iiquidated damages (and not as a penalty) for Purchaser's failure to consummate the purchase, whereupon neither partyhereto shall have any furtherrights 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 CIosing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to: G) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof; or (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement shall survive Closing for a period of six (6) months after Closing (the "Survival Period"). Unless Purchaser discovers the breach of any such representation or warranty on a date (the "Discovery Date") prior to the end of the Survival Period and gives Seller written notice (the "Breach Notice") of the breach within thirty (30) days after the Discovery Date, no alleged breach of any such representation or warranty may form the basis of an action by Purchaser against Seller for breach of any such representation or warranty. Any such action must be brought within three (3) months after the Discovery Date, provided that a Breach Notice has been timely given in accordance with the immediately preceding sentence. Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Contract of Sale and Purchase Page - 9 -of 20 John Q. Melcher and the Melcher Family Trust 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. Sections 18. Taldne 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. Governine Lary. 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 terms of the Contract are to be made in Tarrant County, Texas, Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 22. Severability, Execution. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, turd 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 DayslEffective 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. Terminolop-v. 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. Attornev'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. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Contract of Sale and Purchase Page -10 - of 20 John Q. Melcher and the Melcher Family Trust This Contract is EXECUTED as of the Effective Date. SELLER: TOHN Q,. MELCHER By: � �°i N % Q -� J016'( Melcher Date: '1 1'-.?-a THE NWaCHER FAMILY TRUST By: a g�g� Joh elcher, Trustee Date: '7 _ 31 PURCHASER: CITY OF FORT WORTH, TEXAS TJa uL 8��2 By: Dana Burghdoff (Aug ,2023 CDT) Dana Burghdoff, Assistant City Manager Date: Aug 2, 2023 4,ovvvngq ATTEST: �pF FgRt °a �A� °ly0�dd A xs 4l ' 9 d =d Jannette S. Goodall City Secretary aanq�zoo* M&C: 23-0570 Date: June 27, 2023 APPROVED AS TO LEGALITY AND FORM: �w -4,-, Matthew A. Murray Assistant City Attorney Contract of Sale and Purchase John Q. Melcher and the Melcher Family Trust OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page - 11 - of 20 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 — ReaI Estate Division Contract of Sale and Purchase Page -12 - of 20 John Q. Melcher and the Melcher Family Trust By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TIT COMPANY: Al o Title Title: 5'c�pGd Date: 31 e� Contract of Sale and Purchase Page - 13 - of 20 John Q. Melchor and the Melcher Family Trust 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: JOHN Q. MELCHER AND THE MELCHER FAMILY TRUST Grantor's Mailing Address (including County); JOHN Q. MELCHER P.O. BOX 100009 FORT WORTH, TARRANT COUNTY, TEXAS 76185 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. The Property shall be named "The Jack W. Melcher Natural Area" as authorized by the Fort Worth City Council on June 27, 2023 through Mayor & Council Communication 23-0570. Reservations from Conveyance: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL Contract of Sale and Purchase Page - 14 - of 20 John Q. Melcher and the Melcher Family Trust REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING, MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN, ON, AND UNDER THE SUBJECT PROPERTY. B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN AND UNDER THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY. Exceptions to Conveyance and Warranty: This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted encumbrances on the attached Exhibit i%," 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 hews, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. GRANTEE IS TAKING THE PROPERTY IN AN ARMS -LENGTH AGREEMENT BETWEEN THE PARTIES. THE CONSIDERATION WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS OR EXPRESS OR IMPLIED WARRANTIES. GRANTEE HAS NOT RELIED ON ANY INFORMATION OTHER THAN GRANTEE'S INSPECTION. 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. Lsignature page follows] Contract of Sale and Purchase Page - 15 - of 20 John Q. Melcher and the Melcher Family Trust GRANTOR: JOHN Q. MELCHER AND THE MELCHER FAMILY TRUST JOHN Q. MELCHER By: John Q. Melcher Date: THE MELCHER FAMILY TRUST By: John Q. Melcher, Trustee Date: NOTICE: This document affects your legal rights. Read it carefully before signing. [Acknowledgments follow] Contract of Sale and Purchase Page - 16 - of 20 John Q. Melcher and the Melcher Family Trust (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on by John Q. Melcher. [SEAL] Notary Public My commission expires: (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared John Q. Melcher, Trustee of the Melcher Family Trust, known to me to be the person and trustee whose name is subscribed to the foregoing instrument, and acknowledged to roc that he executed the same as the act and deed and on behalf of the Melcher Family Trust, 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 2023. Notary Public [SEAL] Contract of Sale and Purchase John Q. Melcher and the Melcher Family Trust Page -17 - of 20 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: 23-0570 Date: June 27, 2023 (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 2023. Notary Public [SEAL] 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 John Q. McIcher and the Melcher Family Trust Page -18-of20 EXHIBIT "A" THE PROPERTY Approximately 39.983 acres of land situated in the Aaron McDaniel Survey, Abstract 1042, Tract 1 C and in the T.C. Hawpe Survey, Abstract 701, Tract IA and 9A, Tarrant County, Texas, also luiown as 7321 and 7325 FM 1187 W. and 7600 McDaniel Road, Port Worth, Texas 76244 (Tarrant Appraisal District Account Numbers 04033825, 05311721, 03937291) Contract of Sale and Purchase Page -19 - of 20 John Q. Melcher and the Melcher Family Trust EXHIBIT `B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 20 of 20 John Q. Melcher and the Melcher Family Trust City of rO ft `n o fth Fort Texas Street ` I r �/ V Fort Worth, Texas Legislation Details File #: M&C 23-0570 Version: 1 Name: Type: Land - Report of CM Status: Passed File created: 6/21/2023 In control: CITY COUNCIL On agenda: 6/27/2023 Final action: 6/27/2023 Title: (CD 3) Authorize Acquisition of a Fee Simple Interest in Approximately 39.98 Acres of Land Located at 7321 and 7325 FM 1187 W. and 7600 McDaniel Road, Fort Worth, Tarrant County, Texas 76244 from John Q. Melcher and The Melcher Family Trust in the Amount of $1,360,000.00 for the Open Space Conservation Program, Pay Estimated Closing Costs in an Amount Up to $30,000.00, Authorize Up to $25,000.00 for Pre -Acquisition Costs, Authorize Up to $100,000.00 for One -Time Projects at the Property in Preparation for Public Use, Adopt Appropriation Ordinances, Authorize the Naming of the Open Space Property as The Jack W. Melcher Natural Area, and Amend the Fiscal Years 2023-2027 Capital Improvement Program (2022 Bond Program) Sponsors: Indexes: Code sections: Attachments: 1. M&C 23-0570, 2. MC Map_MelcherProperty_CPN103511.pdf, 3. ORD.APP 20MELCHER-OPEN SPACE_34027.pdf, 4. ORD.APP 20MELCHER-OPEN SPACE_33005.pdf Date Ver. Action By Action Result 6/27/2023 1 CITY COUNCIL Approved City of Fort Worth Page 1 of 1 Printed on 6/28/2023 powered by Legistar- City of rO ft `n o fth Fort Texas Street ` I r �/ V Fort Worth, Texas Legislation Details File #: M&C 23-0570 Version: 1 Name: Type: Land - Report of CM Status: Passed File created: 6/21/2023 In control: CITY COUNCIL On agenda: 6/27/2023 Final action: 6/27/2023 Title: (CD 3) Authorize Acquisition of a Fee Simple Interest in Approximately 39.98 Acres of Land Located at 7321 and 7325 FM 1187 W. and 7600 McDaniel Road, Fort Worth, Tarrant County, Texas 76244 from John Q. Melcher and The Melcher Family Trust in the Amount of $1,360,000.00 for the Open Space Conservation Program, Pay Estimated Closing Costs in an Amount Up to $30,000.00, Authorize Up to $25,000.00 for Pre -Acquisition Costs, Authorize Up to $100,000.00 for One -Time Projects at the Property in Preparation for Public Use, Adopt Appropriation Ordinances, Authorize the Naming of the Open Space Property as The Jack W. Melcher Natural Area, and Amend the Fiscal Years 2023-2027 Capital Improvement Program (2022 Bond Program) Sponsors: Indexes: Code sections: Attachments: 1. M&C 23-0570, 2. MC Map_MelcherProperty_CPN103511.pdf, 3. ORD.APP 20MELCHER-OPEN SPACE_34027.pdf, 4. ORD.APP 20MELCHER-OPEN SPACE_33005.pdf Date Ver. Action By Action Result 6/27/2023 1 CITY COUNCIL Approved City of Fort Worth Page 1 of 1 Printed on 6/28/2023 powered by Legistar- FORT WORTH Title Closing Legal Review Checklist Property Management Department Contract of Sale and Purchase - Melcher Open Space DOCUMENT TITLE: Acquisition M&C MC-0570 CPN 0 CSO N/A DOC# N/A RUSH: ❑ Yes ❑ No SAME DAY: x Yes NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: ❑ Yes 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.