HomeMy WebLinkAboutContract 63855CSC No. 63855
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 NORTHSTAR
RANCH, LLC ("Seller"), a Texas limited liability company, as of the date on which this Contract is
executed by the last to sign of Seller and Purchaser ("Effective Date").
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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, an approximately
3.50-acre tract of land situated in the Charles Fleisner Survey, Abstract No. 541, Tract Al, Tarrant
County, Texas and also known as 14030 Bates Aston Road, Haslet, Texas 76052 (Tarrant Appraisal
District Account No. 03 89073 2) said tract being a portion of that certain tract of land described in Special
Warranty Deed to Northstar Ranch, LLC recorded in Instrument No. D217014609 of the Deed Records
of Tarrant County, Texas (the "Land"), as more particularly described in Exhibit "A," attached hereto
and incorporated herein 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; and (v) all licenses, interests, and rights appurtenant to
the Land. The Land and Items (i)-(v) 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 the foregoing, or anything seemingly to the contrary contained in this
Contract, the Property shall not include, and Seller hereby expressly reserves, retains and shall not
convey per this Contract or otherwise, the following: (1) any and all right, title and interest of Seller in
and to adjacent streets, alleys, strips and gores, and rights -of -way exclusively associated with Seller or
Seller's affiliates' continued ownership of any real property other than the Land; (2) any and all right,
title and interest of Seller, now or hereafter existing, in and to any and all oil, gas and other minerals in,
on or under the Land; or (3) any and all right, title and interest of Seller, now or hereafter existing, in
and to any and all water, known or unknown, water on, in and under and that may be discovered,
produced and/or recovered from the Land, including, without limitation, ground water, surface water,
commercial water, water rights and riparian rights appurtenant to the surface estate, mineral estate or
otherwise with respect to the Land, including water running or lying in streams or rivers, water contained
in near surface aquifers, and water in lakes, sloughs, ponds or playa lakes, together with the executive
right in ground water, surface water, commercial water, water rights and riparian rights; provided.
however, it is expressly agreed that Purchaser and Purchaser's successors shall have unrestricted use of
water for Purchaser and Purchaser's successors and their personal residential and domestic uses free and
clear of any claim of Seller and Seller's successors or assigns under this reservation; provided further.
Contract of Sale and Purchase OFFICIAL RECORD page - 1 -of 19
14030 Bates Aston Road CITY SECRETARY
FT. WORTH, TX
however, that Seller on behalf of Seller and Seller's successors, assigns and legal representatives, shall
waive all rights of ingress and egress and all other rights of every kind and character whatsoever to enter
upon or to use the surface of the Land in connection with Seller's reservation of oil, gas, other minerals
and water, as aforesaid, but nothing herein contained shall ever be construed to prevent Seller, or Seller's
successors or assigns, from recovering, developing or producing the oil, gas, other minerals or water in
and under the Land by pooling or by directional drilling under the Land from well sites located on tracts
other than the Land but enter or bottom under the Land at a depth of not less than 300 feet and the support
of the surface of the Land is maintained during such drilling, pipeline or other subsurface entry upon the
Land.
Section 2. Earnest Monev and Purchase Price.
(a) Within three (3) business days after the Effective Date, Purchaser must deliver to the
Title Company's escrow agent an Earnest Money deposit of Twenty -Five Thousand Dollars and
00/100 ($25,000.00) 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, is One Million, One Hundred Seventeen Thousand Dollars and 00/100 ($1,117,000.00),
subject to an appraisal report to be obtained by Purchaser.
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 Trinity Title of
Texas, Attn: Will Mobley, 2001 Auburn Hills Pkwy, Suite 803, McKinney, Texas 75071,
wmobley@trinitytitletx.com (the "Title Company"). The Title Commitment shall be effective as of a
date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and
shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company
shall also deliver to Buyer, contemporaneously with the Title Commitment, legible copies of all
documents referred to in the Title Commitment, including but not limited to, plats, reservations,
restrictions, and easements.
(b) Within thirty (30) calendar days after the Effective Date, Seller shall obtain a survey
of the Property ("Survey") at Seller's sole cost and expense. The Survey shall consist of a plat and
field notes describing the Property, prepared pursuant to a current on -the -ground staked survey performed
by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey
shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual
dimensions of and the total number of square feet within the Property net of any portion thereof lying
within a publicly dedicated roadway, (iii) identify any rights -of -way, easements, or other Encumbrances
by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal
and the date of the Survey. The description of the Property prepared as a part of the Survey will be used
in all of the documents set forth in this Contract that require a legal description of the Property.
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending fifteen (15) 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
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any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the
Survey. Purchaser will provide written notice of its Objections to Seller with a copy to the Title
Company on or before the expiration of the current Title Review Period.
(d) Seller shall have the option, but not the obligation, to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during
the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of
Purchaser' s notice of such Objections. Except to the extent that Seller cures, or agrees in writing to
cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such
matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any
Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i)
this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such
effect during the period oftime (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.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of
this Agreement and are not attributable to actions by Purchaser, and which may be cured by the payment
of money, and (ii) all Objections that Seller agrees in writing to cure at or prior to Closing (collectively,
the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Seller's sole cost and
expense, at or prior to Closing.
Section 4. Due Diligence Documents. Within ten (10) calendar days after the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review, the following items in Seller's possession: (i) any and
all tests, studies, surveys, 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 one hundred
and twenty (120) days after the Effective Date ("Option Period"), the following is a condition
precedent to Purchaser's obligations under this Contract:
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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) Reserved.
(d) The provisions of this Section 6 control all other provisions of this Contract.
Section 7. Closine 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 (30) calendar days
after the expiration of the Option Period.
Section 8. Closine.
(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, but containing
a reservation of the water and mineral rights;
(ii) A Non -Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller,
confirming that Seller is not a foreign person or entity within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Agreement or as Purchaser may reasonably
request; and
(iv) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3) below.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company federally wired funds or a certified or
cashier's check or such other means of funding acceptable to Seller, in an amount equal
to the Purchase Price, adjusted for closing costs and prorations.
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(3) Title Company shall issue to Purchaser, at Seller's sole cost and expense, a
base 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. Purchaser, at Purchaser's expense, may request additional
endorsements or amendments to the Owner Policy including, but not limited to, the
standard printed exceptions included in a Texas Standard Form Owner Policy of Title
Insurance; provided, however, the printed form survey exception shall be limited to
"shortages in area," the printed form exception for restrictive covenants shall be
deleted except for those restrictive covenants that are Permitted Encumbrances, there
shall be no exception for rights of parties in possession, and the standard exception
for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent
years, and subsequent assessments for prior years due to change in land usage or
ownership";
(4) Seller and Purchaser shall each pay their respective attorneys' fees.
(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; provided, however, that, the Seller shall not be responsible for any "rollback" taxes.
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 Renresentations. 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 party 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;
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(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined
in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is
not obligated to withhold any portion of the Sales Price for the benefit of the Internal
Revenue Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit
of creditors, receivership, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed
by or against Seller or the Property, nor is any such action pending by or against Seller
or the Property;
(e) Contract Obligations. 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 part thereof,
(g) No Regulatory Violations. Seller has not received written notice that the Property is
in breach of any law, ordinance or regulation, or any order of any court or any
federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality wherever located, including, without limitation,
those relating to environmental matters and hazardous waste, and no claim, action,
suit or proceeding is pending, nor has Seller received written notice of any additional
inquiry or investigation, threatened against or affecting Seller or affecting the
Property, at law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or entity wherever
located, with respect to the Property or the Seller's present use and operation of the
Property; and
(h) No Hazardous Materials. To Seller's actual knowledge, without inquiry or
investigation: (i) all required federal, state and local permits concerning or related to
environmental protection and regulation for the Property have been secured and are
current; (ii) Seller is and has been in full compliance with such environmental
permits and other requirements regarding environmental protection under applicable
federal, state or local laws, regulations or ordinances; (iii) there is no pending action
against Seller under any environmental law, regulation or ordinance and Seller has not
received written notice of any such action or possible action; (iv) there is not now,
nor has there been in the past, any release of hazardous substances on, over, at, from,
into or onto any facility at the Property, as such terms are understood under the
Comprehensive Environmental Response, Compensation and Liability Act; and (v)
Seller does not have actual knowledge of any environmental condition, situation or
incident on, at or concerning the Property that could reasonably be expected to give
rise to an action or to liability under any law, rule, ordinance or common law theory
governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Agreement and in closing the purchase and sale of the Property pursuant to this
Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the
event that Seller obtains knowledge of any change affecting any of such representations and warranties,
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14030 Bates Aston Road
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
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 (so long as it does not affect Seller's remaining land) 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 Jones Lang Lasalle Brokerage, Inc. ("Purchaser's
Broker"). Seller, at Seller's sole cost, shall pay a six percent (6%) commission to Purchaser's Broker at
Closing. Tim Fleet, a member of the Seller, is a licensed Texas real estate 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
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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
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: Lisa Alexander, Land Agent — Real Estate Division
Telephone: 817-392-2361
With a copy to:
Matthew A. Murray
City Attorney's Office
100 Fort Worth Trail
Fort Worth, Texas 76102
Telephone 817-392-8864
(c) The address of Seller under this Contract is:
Northstar Ranch, LLC
Attn: Kim Gill
3045 Lackland Rd.
Fort Worth, Texas 76116
kgill@sableholdings.com
With a copy to:
Benjamin Compton
3045 Lackland Rd.
Fort Worth, Texas 76116
bcompton@lacklandholdings.com
Telephone: 817-717-7143
(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 liquidated damages (and not as a penalty) for Purchaser's failure to
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consummate the purchase, whereupon neither party hereto shall have any further rights or obligations
hereunder.
(b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to
this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants
contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of
Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the
termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this
Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract, then Purchaser
shall have the right to:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations
hereunder;
(ii) waive, prior to or at the Closing, the applicable objection or condition and
proceed to close the transaction contemplated hereby in accordance with the
remaining terms hereof; or
(iii) enforce specific performance of Seller's obligations under this Agreement.
Section 15. Survival of Obli atg ions. 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 twelve (12) months after Closing (the "Survival
Period"). Unless Purchaser discovers the breach of any such representation or warranty on a date (the
"Discovery Date") prior to the end of the Survival Period and gives Seller written notice (the "Breach
Notice") of the breach within thirty (30) days after the Discovery Date, no alleged breach of any such
representation or warranty may form the basis of an action by Purchaser against Seller for breach of any
such representation or warranty. Any such action must be brought within three (3) months after the
Discovery Date, provided that a Breach Notice has been timely given in accordance with the immediately
preceding sentence.
Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser, and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set
forth in a document executed by that party.
Section 17. AssiEns. 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. Takin 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.
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Section 20. Performance of Contract. The obligations under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the termsof the Contract are to
be made in Tarrant County, Texas.
Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 22. Severability: Execution. If any provision of this Contract is held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any
other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein. A signature sent on this Contract by facsimile or PDF/e-
mail shall constitute an original signature for all purposes.
Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for
such performance, as the case may be, shall be the next following regular business day.
Section 24. Counteraarts. 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. Terminolog. 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.
Section 29. City Council Anaroval. Notwithstanding anything herein to the contrary, Seller
hereby acknowledges and agrees that the Purchaser's execution of this Contract, its
representations and warranties under this Contract, Purchaser's willingness and agreement to
purchase the Property, and to consummate the transactions contemplated under this Contract are
expressly subject to and contingent upon the approval of the Fort Worth City Council in a public
meeting ("City Council Approval"). City Council Approval shall occur within the Option Period.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Contract of Sale and Purchase Page - 10 - of 19
14030 Bates Aston Road
This Contract is EXECUTED as of the Effective Date.
SELLER:
NORTHSTAR RANCH, LLC
a Texas limited liability co any
By:
Date:
PURCHASER:
CITY OF FORT WORTH, TEXAS
By: Va u,gto, (Aug 22, 20 510:49, 46 CDT)
Valerie Washington
Assistant City Manager
08/22/2025
Date: PoF'—.r °
ago 'P%
ATTEST: °
1
Jannette S. Goodall
City Secretary
M&C: 25-0696
Date: AUGUST 12,2025
APPROVED AS TO LEGALITY AND FORM:
M&ttl:✓n A. Mufray Thomas R. Hansen
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.
Lisa Alexander OFFICIAL RECORD
Land Agent, Property Management Department — Real Estate Division CITY SECRETARY
FT. WORTH, TX
Contract of Sale and Purchase Page - 11 - of 19
14030 Bates Aston Road
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY: Trinity Title of Texas
By:
Will Mobley
Title: Escrow Officer
Date:
Contract of Sale and Purchase Page - 12 - of 19
14030 Bates Aston Road
Exhibit A
The Land
An approximately 3.50-acre tract of land situated in the Charles Fleisner Survey, Abstract No. 541, Tract
Al, Tarrant County, Texas and also known as 14030 Bates Aston Road, Haslet, Texas 76052 (Tarrant
Appraisal District Account No. 03890732) said tract being a portion of that certain tract of land described
in Special Warranty Deed to Northstar Ranch, LLC recorded in Instrument No. D217014609 of the Deed
Records of Tarrant County, Texas
Contract of Sale and Purchase Page - 13 - of 19
14030 Bates Aston Road
Exhibit B
Form of Snecial Warrantv 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
120111MAl :9t": hv0Co lli;[.3Aal1u1.11J:4
SPECIAL WARRANTY DEED
Date:
Grantor: NORTHSTAR RANCH, LLC,
a Texas limited liability company
Grantor's Mailing Address (including County):
Grantee: THE CITY OF FORT WORTH,
a Texas municipal corporation
Grantee's Mailing Address (including County):
100 FORT WORTH TRAIL
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.
Reservations from Conveyance:
The Property shall not include, and Grantor hereby expressly reserves, retains and shall not convey
per this Deed or otherwise, the following: (1) any and all right, title and interest of Grantor in and
to adjacent streets, alleys, strips and gores, and rights -of -way exclusively associated with Grantor
or Grantor's affiliates' continued ownership of any real property other than the Land; (2) any and
all right, title and interest of Grantor, now or hereafter existing, in and to any and all oil, gas and
other minerals in, on or under the Land; or (3) any and all right, title and interest of Grantor, now
Contract of Sale and Purchase Page -14 - of 19
14030 Bates Aston Road
or hereafter existing, in and to any and all water, known or unknown, water on, in and under and
that may be discovered, produced and/or recovered from the Land, including, without limitation,
ground water, surface water, commercial water, water rights and riparian rights appurtenant to the
surface estate, mineral estate or otherwise with respect to the Land, including water running or
lying in streams or rivers, water contained in near surface aquifers, and water in lakes, sloughs,
ponds or playa lakes, together with the executive right in ground water, surface water, commercial
water, water rights and riparian rights; provided further, however, it is expressly agreed that
Grantee and Grantee's successors shall have unrestricted use of water for Grantee and Grantee's
successors and their personal residential and domestic uses free and clear of any claim of Grantor
and Grantor's successors or assigns under this reservation; provided further, however, that Grantor
on behalf of Grantor and Grantor's successors, assigns and legal representatives, shall waive all
rights of ingress and egress and all other rights of every kind and character whatsoever to enter
upon or to use the surface of the Land in connection with Grantor's reservation of oil, gas, other
minerals and water, as aforesaid, but nothing herein contained shall ever be construed to prevent
Grantor, or Grantor's successors or assigns, from recovering, developing or producing the oil, gas,
other minerals or water in and under the Land by pooling or by directional drilling under the Land
from well sites located on tracts other than the Land but enter or bottom under the Land at a depth
of not less than 300 feet and the support of the surface of the Land is maintained during such
drilling, pipeline or other subsurface entry upon the Land.
Exceptions to Conveyance and Warranty:
This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted
encumbrances on the attached Exhibit "B," attached hereto and incorporated herein for all purposes.
Grantor, for the consideration expressed herein and subject only to the Reservations from
Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the
Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have
and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and
Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and
Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to
Conveyance and Warranty, when the claim is by, through, or under Grantor, but not otherwise.
This document may be executed in multiple counterparts, each of which will be deemed an original,
but which together will constitute one instrument. When the context requires, singular nouns and pronouns
include the plural.
[signature page follows]
Contract of Sale and Purchase Page - 15 - of 19
14030 Bates Aston Road
GRANTOR:
NORTHSTAR RANCH, LLC,
a Texas limited liability company
Date:
NOTICE: This document affects your legal rights. Read it carefully before signing.
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority, on this day personally appeared
of Northstar Ranch, LLC a Texas limited liability
company, known to me to be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that they executed the same as the act and deed and on behalf of Northstar Ranch,
LLC for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
2025.
Notary Public
[SEAL]
Contract of Sale and Purchase Page -16 - of 19
14030 Bates Aston Road
ACCEPTED AND AGREED TO:
,�JIIWKS] 61toa0LasiM
Valerie Washington,
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Matthew A. Murray
Assistant City Attorney
M&C:
Date:
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Valerie Washington,
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
2025.
Notary Public
[SEAL]
AFTER RECORDING RETURN TO:
CITY OF FORT WORTH, A MUNICIPAL CORPORATION
c/o PROPERTY MANAGEMENT DEPARTMENT
100 FORT WORTH TRAIL
FORT WORTH, TEXAS 76102
Contract of Sale and Purchase Page - 17 - of 19
14030 Bates Aston Road
EXHIBIT "A"
THE PROPERTY
Contract of Sale and Purchase Page - 18 - of 19
14030 Bates Aston Road
EXHIBIT "B"
PERMITTED ENCUMBRANCES
Contract of Sale and Purchase Page - 19 - of 19
14030 Bates Aston Road
M&C Review
Page 1 of 2
CITE► COUNCIL AGEND
Create New From This M&C
DATE: 8/12/2025 REFERENCE
NO.:
CODE: G TYPE:
M&C 25-0696 LOG NAME
NOW PUBLIC
CONSENT HEARING:
Official site of the City of Fort Worth, Texas
FORT WORTH
21CPN 104814 14030
BATES ASTON ROAD
PURCHASE
NO
SUBJECT: (ETJ Near CD 10) Authorize the Acquisition of Approximately 3.5 Acres of Unimproved
Land Located at 14030 Bates Aston Road, Haslet, Tarrant County, Texas 76052 from
Northstar Ranch, LLC in the Amount of $1,117,000.00 and Pay Estimated Closing Costs
in an Amount Up to $2,700.00 for a Total Cost of $1,119,700.00
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of a sale and purchase agreement with Northstar Ranch, LLC for the
acquisition of approximately 3.5 acres of unimproved land, being situated in the Charles Fleisner
Survey, Abstract No. 541, Tract Al, Tarrant County, Texas and also known as 14030 Bates Aston
Road, Haslet, Tarrant County, Texas 76052 in the amount of $1,117,000.00;
2. Authorize the payment of estimated closing costs in an amount up to $2,700.00; and
3. Authorize the City Manager or his designee to accept the conveyance and execute and record the
appropriate instruments.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to seek approval to acquire a fee simple int(
land located at 14030 Bates Aston Road for use by the Information Technology Services Department (ITS).
The City of Fort Worth (City) is planning to construct the Information Technology Services (ITS) NW Radio Tc
(Project). The Project will provide expanded radio coverage, particularly in north Fort Worth and northwest Te
County. Considerable City development and expansion of City services in this quadrant have increased the n
extend radio coverage by implementing an additional radio transmission site and tower. In June 2022, Mayor
Council approved the interlocal agreement with Tarrant County (M&C 22-0472) to transfer funds towards
implementing a transmitter site to expand coverage in these areas.
The property owner has agreed to a purchase price of $1,117,000.00, subject to an independent appraisal. T
mineral estate will not be acquired, and the deed will contain a surface waiver for the exploration of the miner
The real estate taxes will be pro -rated with the seller being responsible for taxes due up to the closing date.
City will pay estimated closing costs in an amount up to $2,700.00.
Upon City Council approval, staff will proceed with acquiring the fee simple interest in the unimproved proper
except for the mineral estate.
Property
II Property II Property II
property Address
II Legal Description Amount
Ownership
Interest Size
Northstar
Fee
14030 Bates Aston
Charles Fleisner
Ranch, LLC
Simple 3.5 Acres
Road, Haslet, Tarrant
Survey, Abstract No. $1,117,000.00
County, Texas 76052
541, Tract Al
Total Estimated
Closing Cost $2,700.00
IlTotal Cost 11 11$1,119,700.001 F
is
http://apps.cfwnet.org/council_packet/mc review.asp?ID=33556&councildate=8/12/2O25 8/22/2025
M&C Review
Page 2 of 2
budgeted in the Tax Notes Series 2023 fund for the Information Technology Services department for the
purpose of funding the NW Radio Tower project, as appropriated.
This project is located in ETJ near COUNCIL DISTRICT 10.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the Tax Notes Series 2023 Fund for the NW Radio Tower project to support the approval
of the above recommendations and execution of the sale and purchase agreement. Prior to any
expenditure being incurred, the Information Technology Services and Property Management Departments
have the responsibility to validate the availability of funds.
TO
TFund Department I Account
Project
Program I Activity I Budget
Reference #
Amount
ID
ID
Year
(Chartfield 2)
FROM
Fund Department Account
Project
Program Activity Budget
Reference #
Amount
ID
ID
Year I
(Chartfield 2)
Submitted for Citv Manaaer's Office
bv:
Valerie Washington (6199)
Oriainatina Department Head:
Marilyn Marvin (7708)
Jeremy Van Rite (2574)
Additional Information Contact:
Lisa Alexander (2361)
ATTACHMENTS
21 CPN 104814 14030 BATES ASTON ROAD PURCHASE funds availabilitv.pdf (CFW Internal)
Contract of Sale - Bates Aston Rd - Sianed by Seller - 5.19.2025.odf (CFW Internal)
FID TABLE CPN 104814.xlsx (CFW Internal)
Form 1295 CPN 104814 (002).pdf (CFW Internal)
M&C Map.pdf (CFW Internal)
Survev for Bates Aston with Leaal Description.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=33556&councildate=8/12/2O25 8/22/2025