HomeMy WebLinkAbout064105 - Construction-Related - Contract - Wagley Robertson Neighborhood Shops by Slate LLCCSC No. 64105
CONTRACT OF SAL� AND PURCHASE
THIS CONTI2ACT OF SALE AND PURCHASE ("Contract" and/or "Ag�•eement") is made and
enteced into by and between the CITY OF FORT WORTH, T�XAS, a home cule Municipal Cocporation
of the State of Texas, acting by and through its duly authorized City Manager or Assistant City Manager
("Purcl�aser") and WAGLEY ROBERTSON NEIGHBORHOOD SHOPS BY SLATE LLC ("Seller"), as
of the date on which tliis Contcact is executed by tlie last to sign of Seller and Purchaser ("�ffective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Sellec and Purchasec agree as follows:
Section 1. Sale and P�u�chase.
(a) Sellec agcees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract approximately 3.1470 acres
of land Icnown as ROBERTSON, HENRYSURVEYABSTRACT 1259 TRACT 3F Tarra�it Cozrnry, Texas
(also known as 701 W. I30NDS RANCH RD , Forl Worth, Texas) (the "Land"), together with (i) all
buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all
abutting properties; (iii) all roads, alleys, rights-of-way, easements, streets and ways adjacent to or setving
the Land and rights of ingress and egress thereto, whether sucface, subsucface 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 La�id; and (vi) all licenses, intecests,
and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the
��Prope�•ty".
(b) Seller shall convey the Property to Pucchaser fi•ee and clear of all liens, claims, easements,
rights-of-way, rese�vations, restrictions, eneroachments, tenancies, and any other encumbrances
(collectively, tlie "�ncumbi•ances") except the Encumbrances appearing i�i tlie Title Commitme��t and the
Suivey (hereinafter defined) that are not cw•ed and tliat ace subsequently waived pursuant to Section 3
("Permitted �ncumbrances").
(c) Notwithstanding anything to the contra�y, Seller hereby retains and reserves fi•om this
conveyance (and the Propei�ty does not include) foc itself, and its successors and assigns, any and all intei•est
in any and all oil, gas and othec minerals in, on, or under the Land; provided, however, Sellec heceby waives
and i•elinquishes access to any use of the surface of tlie Propei�ty.
Section 2. �arnest Monev anci P�u•chase Price.
(a) Within ten (10) calendar days after the Effective Date, Purchase�• must deliver to the Title
Company's escrow agent an Earnest Money deposit of Twenty Thousand and 00/100 Dollars ($20,000.00)
in cash funds ("�a�•nest Money"); however, upon Closing (as hereinafter defined), the Earnest Money shall
be applied as a ccedit towacd the Purchase Price (as hei�einafter defined). All Earnest Money will be (i)
refiuided to Purchaser if Purchaser terminites the Contract prior to expiration of the Contract's Option
Period or (ii) focfeited to Sel(er if Pui•chasec does not terminate but defaults in its obligation to close.
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CITY SECRETARY
FT. WORTH, TX
(b) The pu�•chase price ("Pw•cl�ase Price") for the Propei�ty, payable by Purchaser to Seller at
Closiiig (as hereinafter defined), is TWO MII.,LION and 00/100 DOLLARS ($ 2,000,000.001.
Section 3. Title Commitment ancl Survev.
(a) Within 15 business days after the Effective Date, Purchaser s(�all obtain at Purchaser's sole
cost and expense, a Commitment for Title Insu►•ance ("Title Commitment") fi•om Alamo Title Company,
2900 S. Hulen, Suite 30, Fo��t Worth, Texas 76109, Telephone: 817-921-1215, Attention: LaVonne ICeith
(the "Title Company"). The Title Com�nitment shall be effective as of a date which is on or after the
Effective Date, showing Seller as the cecord title ownec of the Land, and sha(I show all Encumbcances and
other matters, if any, relating to the Property. The Title Company shall also deliver contemporaneously
with the Title Commitment legible copies of all documents referred to in the Title Commitment, incli�ding
but not limited to, plats, reservations, restrictions, and easements.
(b) Purchaser may obtain a suivey of the P�•operty ("Su�roey") at Purchaser's sole cost and
expense. The Sucvey shall consist of a plat and field notes desccibing the Property, prepared pursuant to a
current on-the-gcound stalced su�vey pei�formed by a registered public surveyor or engineer satisfacto�y to
Purchaser and Title Company. The Su�vey shall (i) be certified to Pucchaser, its successors and assigns,
Seller, and Title Company, (ii) i•eflect the actual dimensions of and the total number of square feet within
the P►•operty net of any portion thei•eof lying within a publicly dedicated roadway oi• a utility easement, (iii)
identify any rights-of-way, easements, or other Encumbcances by reference to applicable recording data,
and (iv) include the Sucveyor's i•egistered number and seal and tlie date of tlie Survey, The descriptio�i of
the Property prepared as a part of the Survey will be used in all of the documents set fo��th in this Contract
that rec�uire a legal description of the Property.
(c) Pucchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending 15 business days after the Effective Date in which to notify Sellei• in writing of
any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the Sucvey.
(d) Sellec shall have the option, but not the obligation, to cemedy or i•emove all Objections (or
agcee icrevocably 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 cw•es, or agrees in writing to cure, such
Objections during the Cure Period, Seller shall be deemed to have elected not to cuce such matters. If Seller
is, oi• is deemed to be, unable oc unwilling to remedy or cause the removal of any Objections (or agree
irrevocably to do so at or pcior to Closing) within the Cuce Period, then either (i) this Agreement may be
terminated in its entirety by Pucchaser 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 undec this Agreement; or (ii) any such Objections
may be waived by or on behalf of Purchaser, with Pucchaser 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 ace set focth in the Title Commitment or the Su►vey and to which Purchaser does not object wit0in
Title Review Period (or which are thereafter waived or deemed to be waived by Pucchasec) shall be deemed
to be permitted exceptions (the "Permitted Exceptions") to the status of Sellec's title to the Property.
(e) Any other provision herein to the contca►y notwithstanding, (i) all exceptions disclosed in
the Tit(e Commitment (oc any subsequent commitment) which arise on or after the Effective Date of this
Agi�eement and are not attributable to actions by Purchaser, and (ii) all Objections that Seller agrees in
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writing to cure at or prior to Closing (collectively, the "Mandato�y 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 Dili�ence Documents. Within 5 business days after the Effective Date, Seller
shail deliver to Purchaser for Purchaser's review (i) any and all tests, studies and investigations celating to
tlie Pcoperty and the operation and maintenance thereof, including, without limitation, any soil tests,
engineering reports or studies, and any Phase I or other environmental audits, reports oc studies of the
Pi•operty; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting
the Property other than documents already in the City's possession; and (iii) all proposed or existing private
covenants, conditions and cesh•ictions, of which the Property will be a part and any other private agreements
affecting the use or development of the Property. Seller shall not be required to deliver proprietary or
confidential information to the Purchaser.
Purchaser agrees that if for any reason the Closing is not consummated, Pucchaser will immediately
return to Seller the originals and all copies of all documents and materials fucnished to Purchaser and any other
information or documentation resulting fi•om Pucchaser's Tests at no costs to the Seller, and Purchaser shall
lceep confidential the contents of all documentation, information and materials furnished to Purchaser pursuant
to this Conh•act, subject to any requirements or obligations of either party under the Texas Public Infocmation
Act. Purchasec shall also pcovide Seller with a copy of the Suivey. The provisions of this paragraph sliall
survive Closing or airy termination of this Conh•act.
Section 5. Tests. Upon two (2) business days' prior notice and receipt by Seller (which such
notice may be delivered by email to Seller), Purchaser, at Purcl�aser's sole cost and risk, shall have the riglit
to go on to the Property, including the Improvements, to make inspections, surveys, test borings, soil
analysis, and othet• tests, studies and surveys, including without limitation, environmental and engineering
tests, bocings, analysis, and studies ("Tests"). Any Tests shall be conducted at Purchasec's sole expense.
At the conclusion of the Tests, the Property will be restored by Purchaser, at Pu�•chaser's sole e:cpense, to at
least a similai• co�idition as before tlie Tests were coiiducted. In the event this transaction does not close for
any reason whatsoeve►�, the Purchaser shall celease to Seller any and all independent studies or cesults of
Tests obtained during tlie Option Period (as defined below). Purchaser shall be liable to its own contractors
for payment of work performed for the Tests and Seller shall not be responsible for any liens placed on the
Property based on Pucchaser's due diligence effoi�ts prio�• to the final sale of the Propei�ty.
Section 6. Ontion Period.
(a) Notwithstanding anything to the contra�y contained in this Contract, u�rtil 60 days aftec the
Effective Date ("Option Pe��iod"), the following is a condition precedent to Purchaser's obligations under
this Contract:
Purchaser being satisfied in Pucchasec's sole and absolute discretion that the Propei•ty is
suitable for Purchaser's intended uses, including, without limitation, Purchasec being
satisfied with the results of the Tests (defined in Section 5 above).
(b) If Pu��chaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
pcecedent desccibed in Section 6(a) above, Pw�chaser may give wcitten notice thereof to Seller on or before
the end of the Option Period, whereupon this Contract shall tecminate. Upon such termination, the Contract
will terminate, and neither party shall have any fucthei• rights or obligations under this Conh•act.
(c) The provisions of this Section 6 control all other provisions of this Conh•act.
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(d) The parties agcee that the Option Period will not be extended upon expiration without a
written amendment signed by both parties.
Section 7. Closin� Deadline. The closing ("Closing") of the sale of tl�e Property by Sellei• to
Purchasec shall occur tht•ough the office of the Title Company on or before 30 days after the expiration of
the Option Period.
Section 8. Closin�•
(a) At the Closing, all of the following shall occu►•, all of which are deemed concurrent
conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Purchasec the following:
(i) A Special Wai•canty Deed ("Deed"), fully executed and aclaiowledged by
Seller, conveying to Pui•chaser good and indefeasible fee simple title to the
Property subject only to the Permitted Encumbrances, but containing a
reservation of the mineral rights, with the precise form of the Deed to be
determined pursuant to Section 10 below;
(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 tliis Agreeme�it or as Purchaser or the escrow agent may
ceasonably request; and
(iv) Any other instrument or document necessaty for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3) below.
(2) Purchaser, at Purchasec's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company federally wired funds or a ceciified or
cashier's check or such other means of fundiug acceptable to Seller, in an amount equal to
tlie Purchase Price, adjusted for closing costs and prorations.
(3) Title Canpany shall issue to Purchaser, at Seller's sole cost and expense, an Owner
Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the
Purchase Price insucing 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
"sho��tages in area," the printed form exception for resh•ictive covenants shall be deleted
except for those cestcictive covenants that ace Permitted Encumbrances, there shall be no
exception for rights of pacties in possession, and the standacd exception foc taxes shall read:
"Standby Fees and Taxes for the yeai• of Closing aud subsequent yeai•s, and subseque�rt
assessments for prior years due to change in land usage or ownership".
(4) Seller �nd Purchaser shall each pay their respective attorneys' fees.
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(5) Sellei• shall pay all recording fees and the parties shall split any other closing costs
as set forth by the Title Company as is standard practice in Texas. The parties shall split
the escrow fee.
(b) Pucchasec will qualify for exemption fi•om ad valorem taxation for the Pi•operty, and no ad
valorem taxation shall accrue afte�• the date of Closing. Therefoce, any ad valorem taxes assessed against
the property for the current year shall be for the peciod of time the Property was owned by Seller, and based
on estimates of the amount of taxes that will be due and payable on the P►•operty ducing tlie current year,
Seller shall pay for any taxes and assessmeuts applicable to the Property up to and including the date of
Closiug. Such amounts shall be deemed fival, 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, fi�ee nnrl clenr of �rll tenmrcies a�td title e►rcunrGrances of eve�y ki�rd except those disclosed in
the Permitted Encumbrances.
Section 9. Selier's Ren�'esentations. Sellei• hei•eby represents aud wacrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice fi•om Seller to
Purchaser at or prioc to Closing, that, to the best of Seller's knowledge:
(a) Seller's Authority. This Contract (ias been duly authorized by requisite action and is
enfoi•ceable against Seller in accordance with its terins; neither the execution and delivety of this
Agreement nor the consummation of the sale provided foi• lierein will constitute a violation or
breach by Seller of any provision of any agreement or other instruinent 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, wi•it, junction or decree issued against or binding upon Seller or the
Property;
(b) No Pendiug Proceedings. There is no action, suit, proceeding or claim affecting the
Pi•operty or any pot�tion thereof, oi• affecting Seller and relating to the ownership, operation, use oi•
occupancy of the Pi•opei•ty, pending or being prosecuted in any court or by or befoi•e any fedei•al,
stAte, county or municipal department, commission, boacd, bureau or agency or other governmental
entity and no such action, suit, proceeding oi• claim is threatened or asse��ted;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Intei•nal Revenue Code of 1986, �s amended, and Pui•chaser is not obligated to
witlihold any portion of the Sales Price for the benefit of the Internal Revenue Secvice;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the bene�t of
ci•editoi•s, receivership, consei•vatoi•ship or voluntaty or involuntaiy pi•oceedings in bankruptcy or
pucsuant 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 Pcoperty;
(e) Cmrtract Obligations. Except as otherwise disclosed in the Title Commitment, no lease,
contcact or agceement exists relating to the Property or auy portion theceof which is not terminable
at will or upon not moce thau 30 days' prior notice except tenant leases;
( fl No Competing Rights. No pe�son, firm or entity, othec than Purchasec, has any right to
purchase, lease or otherwise acquire oc possess the Property or any part thereof;
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(g) No Regulato�y Violations. The Property is not in breach of any law, ordinance or
regulation, or any o�•der of any court or any federal, state, municipal or other governmental
depai�tment, commission, board, bureau, agency or instcumentality wherever located, including,
witliout limitation, those relating to environmental matters and hazardous waste, and no claim,
action, suit or proceeding is pending or, to ti�e best of Seller's Icnowledge and belief and after due
inc�uiiy, th�•eate�ied against oc affecting Seller oi• affecting the P�•operty, at law oi• in equity, or before
or by any federal, state, municipal or othec gove�•nmental depaitment, commission, board, bureau,
agency or entity wherever located, with respect to the Property or the Seller's present use and
opecation of the Propei�ty; and
(h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal,
state and local permits concei•ning oi• related to eiivii•onmental protection a�id i•egulation for tlie
Property have been secuced and are current; (ii) Seller is and has been in full compliance with such
environmental permits and other requirements cegarding environmental protection under applicable
federal, state or local laws, i•egulations or ordinances; (iii) there is no pending action against Seller
under any environmental law, regulation or ordinance and Selle�� 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 haza�•dous substances on, over, at, fi•om, into or onto any facility at the Property, as such terms
are undei•stood under the Comprehensive Environmental Response, Compensation and Liability
Act; and (v) Seller does not have actual Icnowledge of any environmental condition, situatio�i or
incident on, at or concerning the Prope�fiy that could reasonably be expected to give rise to an action
or to liability undec any law, rule, ordinance or commou law theory govecning environmental
protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and waccanties
of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant
to this Agceement, 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
i•eprese�itations and wai•ranties, in which event Purchasei• shall be entitled to exercise the remedies
set forth in Section 14 heceo£ Until and unless Seller's warranties and representations shall have
been yualified and modified as appropciate by any such additional information provided by Seller
to Purchlser, Purchaser shall continue to be entitled to rely on Seller's representations and
warranties set foi�th iu this Agceement, notwithstanding any conh'aty information resulting fi•om
auy 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 for a period of four years.
Section 10. Sellec's Covenants.
(a) Updating of Informatiou. Sellei• ackiiowledges tliat Pucchaser will rely upon the Title
Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser
hereundec to satisfy itself with respect to the condition and operation of the Property, and Seller agcees that,
if Seller discovers that the information contnined in any of the matecials delivered to Pttrchaser hereunder
is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and
supplement sucll materials.
(b) Prohibited Activities. During tlie term of this Agreement, Seller sliall not, without the
prior written consent of Piu•chaser, 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
701 W BONDS RANCH RD
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discretion of Purchaser: (i) gi•ant any licenses, easements oi• othe�� uses affecting any poi•tions of the
Prope�•ty; (ii) permit any mechanic's or materialman's lien to attach to any poi�tion of the Property; (iii)
place o�• pecmit to be placed on, or remove oc permit to be i•emoved fi•om, the Pi•operty any tcees, buildings,
structures or other improvements of any Icind; (iv) excavate or permit the excavation of the Property or any
portion thereof; or (v) enter into any written leases or verbal rental agreements for n�ry drif�niioie affecting
any poctions of the Property.
(c) Cooperation in Permitting Activities. During the tecm of this Agreement, Sellec will
coopecate with Pucchaser in such manner and at such times as Pucchaser may request in obtaining
subdivision, zoning oc rezoning, site plan development, building peimit and other app►•ovals requii•ed for
Purchaser's proposed use, including without limitation, signing such applications for such approvals and
other insh•uments as may be required oi• authoriziiig Purchaser to sign sucli applications or instruments as
Seller's agent or both. Purchasec shall bear the costs and expenses of obtaining all sucl� approvals except
for attorneys' fees that Seller may consider necessary in connection with reviewing such applications and
instrumetits, which shall be boine solely by Sellec. Notwithstanding the foregoing, Purchaser represents
and warrants that no subdivision, zoning or rezoning, site plan development, building permit and other
approvals reguired foc Purchaser's proposed use shall be effective till after the Closing.
Section 11. A�ents. Sellec and Purchaser each �•epresent and warcant to the other that it has not
engaged the services of any agent, brolcer, or other similar party in connection with this h•ansaction.
Section 12. Closin Documeuts. No later than 3 business days pcior to tlie Closi►ig, Seller sliall
deliver to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchase►'s
reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Conti•act shall be in wi•iting and sliall be deemed to have bee�i seived
if (i) delivered in person to the address set foi�th below for the pacty 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 reyuested, addressed to such pa�•ty at the address specified below, (iv) deposited into
the custody of Federal Express Corporation to be sent by FedEx Overnight Delive�y oc other reputable
overnight carrier for next day delivery, or (v) by email with delivery deemed upon email ti•ansmission,
addressed to the parly at the addcess speciiied below.
(b) The addcess of Purchaser under this Contcact is:
City of Foi�t Woi�th
100 Foct Worth Tcail
Fort Wo►�th, Texas 76102
Attention: Lisa Alexander
Telephone: 817-392-2361
EmaiL• lisa.alexander@fortwo�thtexas.gov
(c)
The address of Seller under this Contract is:
With a copy to:
City Attoriiey's Off'ice
City of Foi•t Woi�th
Attn: Real Propecty Attorney
100 Foct Wot•th Trail
Telephone: (817)-392-7600
Email: thotnas.hansen@fo►•tworti�texas.gov
WAGLEY ROBERTSON NEIGHBORHOOD SHOPS BY SLATE LLC
701 W BONDS RANCH RD
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5729 LEBANON RD STE 144-589
FRISCO, TX. 75034
Attention: ICRIS RAMJI
Telephone: 214.7 ] 8.2626
Email: Icris@slatecommercial.com
Witlr coi�v to:
The Bazleh Law Ficm, PC
Thcee Galleria Towei•
13155 Noel Road, Suite 900
Dallas, Texas 75240
Attn: Zheila B. Holloway
Phone: 972-267-1600
Email: zbazleh(c�bazlehlaw.com
(d) From time to time eithec party may designate another address or fax number under this
Contcact by giving the other party advance wcitten 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 foi• any reason other than termination of this Contract by Purchasei• 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 wcitten notice thereof to Purchaser prior to or at the Closing, and receive the Earnest
Money as full liquidated damages (and not as a penalty) for Purchaser's failure to consummate the purchase,
whereupon neither party hereto shall have any further rights or obligations hereunder.
(b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this
Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained
herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's othe�•
obligations hereunder either prior to or at the Closing for any reason other than the termination of this
Co�rtcact by Seller pursuant to a right so to terminate expressly set forth in this Contract oi• Purchaser's
failure to pecform Pucchaser's obligations under this Contcact, then Purchaser shall have the right to:
(i) terminate this Contract by giving written notice thereof to Seller pcior to oc at the
Closing and neither pacty hereto shall have any further riglrts or obligations
hereunder;
(ii) waive, prior to or at the Closing, the applicable objection or condition and pcoceed
to close the tcansaction contemplated hereby in accordance with the remaining
terms hereof; oc
(iii) enfo►•ce specific pei�focmance of Sellei•'s obligations undei• this Agreement.
Section 15. Siu�vival of Obli�ations. To the extent necessa�y to cac►y out the terms and provisions
hereof, the terms, conditions, warranties, representations, obligations and cights set foi�th herein shall not be
deemed terminated at the time of the Closing, nor shall they mecge into the vacious documents executed
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and deliveced at the time of the Closing. All representations and warranties by Seller in this Agreement (i)
will expice two years after the Closing as to matteis foi• which Purchaser has not provided wi•itten iiotice to
Seller witl�in such period of time; and (ii) will expire as to all matters specified in any such written notice
to the extent that such matters are not resolved or made the subject of litigation instituted prior to the
expiration of tlu•ee yeacs after the Closing.
Section 16. �ntire 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 fo►�th
in a document executed by that pa�•ty.
Section 17. Assi�ns. This Contract inures to the benefit of and is binding on the pa�•ties and their
respective legal representatives, successors, and assigns. Neither party may assign its interest under this
Contcact without the prior written consent of the other party.
Section 18. Taldn� Prior to Closin�. If, prior to Closing, the Property or any portion tl�ereof becomes
subject to a taking by an entity that is not the Seller by vii�tue of eminent domain, Purchaser may, in
Purchaser's sole discretion, either (i) terminate this Contract and neither pacty shall have any fu��ther rights
or obligations hereunder, oc (ii) proceed with the Closing of the transaction with an adjustment in the
Purchase Price to reflect the net squace footage of the Property after the talcing. Notwithstanding the
focegoing, the City shall not trigger a taking or condemnation event related to the Property prior to the
Closing as long as this Ag►•eement is in place.
Section 19. Governine Law. Tliis Conh�act shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. Performance of Confi•act. The obligations undec the terms of the Conh•act are
performable in Tarrant County, Texas, and any and all payments under the terms of the Conh�act are to be
made in Tarrant County, Texas.
SecNon 21. Venue. Venue of any action brought under this Contcact shall be in Tarrant County,
Texas if venue is legally proper in that County,
Section 22. Severabilitv. 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 Contcact will be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
Section 23. Business Days/�ffective 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 oc the day for
sucli performance, as the case may be, shall be the next following regular business day. The Effective Date
of this Conh•act is the date on which this Contract is executed by the last to sign of Seller and Pu�•chaser.
Seciion 24. Counternarts. This Contract may be executed in multiple counterparts, each of which
will be deemed an original, but which together will constitute one instcument.
Section 25. Terminolou� The captions beside the section numbers of this Contract ai•e for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context, any gendec
includes any other gender, the singular includes the plural, and the plucal includes the singular.
701 W BONDS RANCH RD
Page 9 of 13
Section 26. Construction. The parties acicnowledge tl�at each party and its counsel have ceviewed and
revised this Contract and that the normal rule of const�•uction to the effect that any ambiguities are to be
resolved against the drafting pacty is not to be employed in the interpt•etation of this Contract or any
amendments or exhibits to it.
Section 27. Attornev's Fees. If any action at law or in equity is necessaty to enforce ot• iiiterpret the
terms of this Contract, the pcevailing party or parties ai•e entitled to reasonable attorneys' fees, costs and
necessary disbucsements in addition to any other relief to which such pacty or parties may be entitled.
[SIGNATUI2�S APP�AR ON TH� FOLLOWING PAG�]
701 W BONDS RANCH RD
Page 10 of 13
This Contract is EXECUTED as of the Effective Date.
S�LLER;
WAGLEY ROBERTSON SHOPS BY SLAT� LLC
a Texas Limited Liability Cocporation
PURCHASER:
By: /��•'� �i/ "�"''�/
ICris Ramji, as authorized representative
Title: ��R F S /� �,.1'i
Date: ZO
CITY OF FORT WORTH, TEXAS
IlaO� 1��-,11-
Valerie Washington (Oct 1Q 2025 09:53:03 CDT)
By:
Valerie Washington, Assistant City Manager
Date:
10/10/2025
Attest:
� � �
City Secretary
M&C: 25-0937
4quonp�
� oF FORT�a��
v�'° o °�9�d
tio
Ov� �=d
°P�* �oo �°�d
aa� rEXA`�ob
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Date: 09/30/2025
APPROVED AS TO LEGALITY AND FORM
� l�i, �e3�v ��(�• ��1�
Thomas Royce Hansen
Senior Assistant City Attocney
OFFICIAL RECORD
701 W BONDS RANCH RD CITY SECRETARY
Page 11 of 13 FT. WORTH, Tx
By its execution below, Title Company agrees to perform its other duties pursuant to the pcovisions of this
Conh�act.
TITLE COMPANY:
By:
Name:
Title:
Date:
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 repoiting requiremeuts.
Lisa Alexander
,L�� ,A����.
—�Fie-ks-�l::, .; .. /
Name of Employee / Signatu►•e
Senio►• Land Asent
Title
❑ This form is N/A as No City Funds are associated with this Contract
Printed Name Signature
701 W BONDS RANCH RD
Page 12 of 13
EXHIBIT "A"
ROBERTSON, HENRY SURVEY ABSTRACT 1259 TRACT 3F County, Texas (also laiown as 701 W
BONDS RANCH RD Fort Worth, Texas). To be confirmed by survey.
M&C Review
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 9/30/2025 REFERENCE NO.: M&C 25-0937 LOG NAME:
CODE: L TYPE: NON- PUBLIC
CONSENT HEARING:
Page 1 of 2
Official site of the City of Fort Worth, Texas
FflRT��'ORTH
_�_
21 CPN 103278 P07 701
W BONDS RANCH
ROAD
NO
SUBJECT: (CD 10) Authorize the Acquisition of a Fee Simple Interest in Approximately 3.147 Acres
of Land Located at 701 West Bonds Ranch Road, Fort Worth, Tarrant County, Texas
76131 from Wagley Robertson Neighborhood Shops by Slate, LLC in the Amount of
$2,000,000.00 for the Bonds Ranch - Wagley Robertson Project, Pay Estimated Closing
Costs in an Amount Up to $15,000.00, Amend the Fiscal Years 2025-2029 Capital
Improvement Program (2022 Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acquisition of a fee simple interest in approximately 3.147 acres of land located
at 701 West Bonds Ranch Road, Fort Worth, Tarrant County, Texas 76131 in the Henry
Robertson Survey, Abstract No. 1209 from Wagley Robertson Neighborhood Shops by Slate,
LLC for the Bonds Ranch - Wagley Robertson project (City Project No. 103278);
2. Find that the total purchase price of $2,000,000.00 is just compensation and pay estimated
buyer closing costs in an amount up to $15,000.00 for a total cost of $2,015,000.00;
3. Authorize the City Manager or designee to accept the conveyance, to execute the necessary
contract of sale and purchase, and to execute and record the appropriate instruments; and
4. Amend the Fiscal Years 2025-2029 Capital Improvement Program.
DISCUSSION:
This Mayor and Council Communication (M&C) recommends the acquisition of land needed for the
Bonds Ranch - Wagley Robertson project (City Project No. 103278). Bonds Ranch Road will be
widened to a four-lane road from Wagley Robertson Road to the Fossil Springs Drive and Kittering
Terrace intersection.
The roadway widening between the Fossil Springs Drive and Kittering Terrace intersection and
Highway 287 will be designed and constructed by the Texas Department of Transportation and will
include street lights, bike and pedestrian lanes, new sidewalks, drainage improvements and water and
sanitary sewer relocation.
An independent appraisal established the property's fair market value and the property owner has
agreed to an amount of $2,000,000.00 as total compensation for the needed property interests. The
City of Fort Worth (City) will pay estimated closing costs in the amount up to $15,000.00.
Upon City Council approval, staff will proceed with acquiring the needed fee simple interest, as shown
below:
Ownership II Parcel II Property II Legal II Acreage / II Amount
Location Description Interest
Wagley Robertson �� 701 West Bonds Henry $2,000,000.00
Neighborhood Ranch Road, Fort Robertson 3.147
Shops by Slate, Worth, Tarrant Survey, Acres/Fee
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33798&councildate=9/30/2025 10/3/2025
M&C Review
Page 2 of 2
LLC II II76131y� Texas II A��St�ract No. II Simple II �
Estimated
Closing $15,000.00
Costs
II II II II Total Cost II $2,015,000.00 �
Funding is budgeted in the 2022 Bond Program Fund for the TPW Department for the purpose of
funding the Bonds Ranch - Wagley Robertson project, as appropriated.
The property is located in 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 2022 Bond Program Fund for the Bonds Ranch - Wagley Robertson project to
support the approval of the above recommendations and award of the acquistion. Prior to any
expenditure being incurred, the Transportation and Public Works Department has the responsibility to
validate the availability of funds.
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year � (Chartfield 2)
FROM
� Fund Department Account Project Program Activity Budget Reference # Amount
ID ID � � Year ,(Chartfield 2)
Submitted for Citv Manaqer's Office bv: Valerie Washington (6199)
Oriqinatinq Department Head:
Additional Information Contact:
Marilyn Marvin (7708)
Dave Lewis (5717)
Jeremy Van Rite (2574)
Lisa Alexander (2361)
ATTACHMENTS
21 CPN 103278 P07 701 W BONDS RANCH ROAD funds avail.docx (CFW Internal)
FID TABLE CPN 103278 P07.xlsx (CFW Internal)
LISA CPN 103278 P07 701 W BONDS RANCH RD FEE SIMPLE ACQ.pdf (CFW Internal)
WAGL Form 1295 2025-7-14.pdf (CFW Internal)
http://apps.cfwnet.org/council�acket/mc review.asp?ID=33798&councildate=9/30/2025 10/3/2025