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HomeMy WebLinkAbout064750 - Construction-Related - Contract - Steven W. RussellCSC No. 64750 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 STEVEN W. RUSSELL ("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, approximately 3.017 acres of land in the Joseph Martin Survey, Abstract 1017, Tarrant County, Texas, and being described as Tract 2 in General Warranty Deed to Steven W. Russell, as recorded under Instrument No. D213093399, of the Tarrant County Deed Records (Tarrant Appraisal District Account No. 42469081 and 04024443) (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 stre et, 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 andthat 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 oftheProperty. Section 2. Earnest Monev 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 Eighteen Thousand, Nine Hundred Thirty-Nine Dollars and 00/100 ($18,939.00) 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. QFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract of Sale and Purchase Page - 1- of 14 500 Old Highway 1187 (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is One Million, Eight Hundred Ninety-Three Thousand, Eight Hundred Ninety-Four Dollars and 00/100 ($1,893,894.00), 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 Alamo Title Company, 714 W. Magnolia Ave, Fort Worth, Texas 76104, Attention: Robin Rogers (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) Purchaser may obtain a survey of the Property ("Survey") at Purchaser'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 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 Obj ections (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 of time (the "Termination Period") ending on the fifth business day following the end of the Cure Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaserto be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Property. Contract of Sale and Purchase Page - 2- of 14 500 Old Highway 1187 (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 orprior 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 Dili�ence Documents. Within ten (10) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review (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. Oation Period. (a) Notwithstanding anything to the contrary contained in this Contract, until 45 (Forty- Five) 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. (d) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closin� Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty-one (31) calendar days after the expiration of the Option Period. Section 8. Closin�. Contract of Sale and Purchase Page - 3- of 14 500 Old Highway 1187 (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 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. (3) Title Company shall issue to Purchaser, at Seller's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, at Purchaser's sole cost and expense 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. (6) Seller and Purchaser shall agree to work with Seller on a 1031 eXchange. Contract of Sale and Purchase Page - 4- of 14 500 Old Highway 1187 (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; (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; (� No Competing Rights. No person, firm or entity, other than Purchaser, has any right topurchase, lease or otherwise acquire or possess the Property or any partthereof; Contract of Sale and Purchase Page - 5- of 14 500 Old Highway 1187 (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, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereo£ 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 for a period of one year. 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 Contract of Sale and Purchase Page - 6- of 14 500 Old Highway 1187 which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii) place or permit to be placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other improvements of any kind; or (iv) excavate or permit the excavation of the Property or any portion thereof. (c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and eXpenses of obtaining all such approvals, including reasonable attorneys' fees that Seller may incur in connection with reviewing such applications and instruments. Section 11. A�ents. Neither party has engaged the services of an agent, broker, or other similar party in connection with this transaction and neither party is responsible to the other for any commissions and fees related to this transaction. Section 12. Closin� Documents. No later three (3) business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's reasonable right of approval. Section 13. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below, 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: Austin Street Telephone: 817-3 92-632 8 With a copy to: Thomas R Hansen City Attorney's Office 100 Fort Worth Trail Fort Worth, TeXas 76102 Contract of Sale and Purchase Page - 7- of 14 500 Old Highway 1187 Telephone 817-392-8864 (c) The address of Seller under this Contract is: Steven W. Russell 9845 CR 603-C Burleson, Texas 76028 (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 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 at� 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. Contract of Sale and Purchase Page - 8- of 14 500 Old Highway 1187 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 modifcations are binding on either party unless set forth in a document executed by that party. Section 17. Assi�ns. 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 Closin�. 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. Governin� Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the termsof the Contract are to be made in Tarrant County, TeXas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 22. Severabilitv; 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 f or such performance, as the case may be, shall be the next following regular business day. Section 24. Counternarts. 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. Terminolo�y. 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. Contract of Sale and Purchase Page - 9- of 14 500 Old Highway 1187 Section 29. Citv Council Approval. 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"). Purchaser expects that City Council Approval shall occur within the Option Period. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Contract of Sale and Purchase Page - 10 - of 14 500 Old Highway 1187 This Contract is EXECUTED as of the Effective Date. SELLER: STEVEN . RUSS L, By: � 7/t- Steven W. Russell, Individual Date: PURCHASER: CITY OF FORT WORTH, TEXAS V��_ �k�- By� ��a�5���,g o� ; Valarie Was�ington, Assistant City Manager Date: 02/16/2026 FORnn�II ATTEST: oFoo= T�°da ,p pF o opdd �/J .�R-� 4 V � °=p / PdQ* o o8*p JQnnPitte S. G��Ua.11 aanL pEXPs.�oa Cl� S0CT0t1Tj� M&C: 26-0060 Date: 1/13/2026 APPROVED AS TO LEGALITY AND FORM: � �_ . � a��-�—���' omas Royce ansen 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. �:����( ) Au`s�m S�et, Land Agent Property Management Department — Real Estate Division Contract of Sale and Purchase 500 Old Highway 1187 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page-ll-of14 By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Alamo Title Company By: Robin Rogers Title: Date: Contract of Sale and Purchase Page - 12 - of 14 500 Old Highway 1187 Exhibit A The Land Approximately 3.017 acres of land in the Joseph Martin Survey, Abstract 1017, Tarrant County, Texas, and being described as Tract 2 in General Warranty Deed to Steven W. Russell, as recorded under Instrument No. D213093399, of the Tarrant County Deed Records (Tarrant Appraisal District Account No. 42469081 and 04024443) Contract of Sale and Purchase Page - 13 - of 14 500 Old Highway 1187 Exhibit B Form of Suecial Warrantv Deed Contract of Sale and Purchase Page - 14 - of 14 500 Old Highway 1187 Exhibit "6" 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. STATE OF TEXAS COUNTY OF TARRANT § § § KNOW ALL MEN BY THESE PRESENTS SPECIAL WARRANTY DEED Grantor: Steven W. Russell Grantor's Mailing Address (including County): 9845 COUNTY ROAD 603-C BURLESON, JOHNSON COLINTY, TEXAS, 76028 Grantee: CITY OF FORT WORTH, A 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: BEING a tract of land situated in TARRANT County and being more particularly described by metes and bounds on EXHIBIT A and EXHIBIT B attached hereto and made a part hereof for all purposes (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 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." Reservations from Conveyance: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES SPECIAL WARRANTY DEED — 500 Old Highway 1187 FOAT WOATH.. xe�. zozsosz9 Page 1 of 5 ��''��� Exhibit "6" HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR' S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING OIL, GAS AND OTHER MINERALS 1N AND UNDER AND THAT MAY BE PRODUCED FROM THE LANDS 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 1NGRESS 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 SUBJECT 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 SUBJECT PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE SUBJECT PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE SUBJECT PROPERTY. Exceptions to Conveyance and Warranty: THIS CONVEYANCE IS EXECUTED, DELIVERED AND ACCEPTED SUBJECT TO AD VALOREM TAXES FOR THE CURRENT YEAR, ROLLBACK TAXES DUE TO THIS CONVEYANCE OR GRANTEE' S USE OF THE SUBJECT PROPERTY, MAINTENANCE FUND LIENS, ZONING ORDINANCES, UTILITY DISTRICT ASSESSMENTS AND STANDBY FEES, IF ANY, ANY AND ALL VALID UTILITY EASEMENTS CREATED BY THE DEDICATION DEED OR PLAT OF THE SUBDIVISION IN WHICH SAID REAL PROPERTY IS LOCATED, RECORDED EASEMENTS, MINERAL, RESERVATIONS AND LEASES, RESTRICTIONS, COVENANTS, CONDITIONS, RIGHTS OF WAY EASEMENTS, IF ANY, AFFECTING THE HEREIN DESCRIBED PROPERTY BUT ONLY TO THE EXTENT THE SAME ARE VALID AND SUBSISTING: Grantor, for the consideration and subject to the Reservation from Conveyance and 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 wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators, successors, or assigns forever. Grantor hereby binds Grantor and Grantor's heirs, executors, administrators, and successors to warrant and forever defend all and singular the property to Grantee and Grantee's heirs, executors, administrators, 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 SPECIAL WARRANTY DEED — 500 Old Highway 1187 FOAT WO RTH.. xe�. zozsosz9 Page 2 of 5 ��''��� Exhibit "6" 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] SPECIAL WARRANTY DEED — 500 Old Highway 1187 FOAT WO RTH.. xe�. zozsosz9 Page 3 of 5 ��''��� Exhibit "6" THIS CONVEYANCE DOCUMENT TO BE EFFECTIVE as of this the date of GRANTOR: THE STATE OF TEXAS COUNTY OF STEVEN W. RUSSELL, an individual By: (Name) (Acknowledgment) § � § This instrument was acknowledged before me on this the date of , ON BEHALF OF SAID Notary Public, State of , by of individual . NOTICE: This document affects your legal rights. Read it carefully before signing. SPECIAL WARRANTY DEED — 500 Old Highway 1187 FOAT WO RTH.. xe�. zozsosz9 Page 4 of 5 ��''��� Exhibit "6" ACCEPTED AND AGREED TO: CITY OF FORT WORTH By (Signature): (Print Name) (Title) APPROVED AS TO FORM AND LEGALITY By (Signature): (Print Name) (Title) M&C No. Approved: (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT § � § This instrument was acknowledged before me on this the date of , by , of the City of Fort Worth, a Texas home rule municipal corparation on behalf of said City of Fort Worth. Notary Public, State of Texas AFTER RECORDING RETURN TO: CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o Property Management Department — Real Estate Division 100 FORT WORTH TRAIL FORT WORTH, TEXAS 76102 SPECIAL WARRANTY DEED — 500 Old Highway 1187 FOAT WO RTH.. xe�. zozsosz9 Page 5 of 5 ��''��� City of Fort Worth Legislation Details File #: M&C 26-0060 Version: 1 Name: 200 Texas Street Fort Worth, Texas Type: Land Consent Status: Passed File created: 1/6/2026 In control: CITY COUNCIL On agenda: 1/13/2026 Final action: 1/13/2026 Title: (CD 8) Authorize the Acquisition of a Fee Simple Interest in Approximately 3.017 Acres of Land Located at 500 Old Highway 1187, Fort Worth, Tarrant County, Texas from Steven W. Russell in the Amount of $1,893,894.00, and Paying of Estimated Closing Costs in an Amount Up to $30,000.00 for the Fort Worth Spinks Land Acquisition Project Sponsors: Indexes: Code sections: Attachments Date 1 /13/2026 1. M&C 26-0060, 2. M&C Map_P1_500 OLD HIGHWAY 1187.pdf Ver. Action By 1 CITY COUNCIL Action Approved Result City of Fort Worth Page 1 of 1 Printed on 1/28/2026 y Legistar�"' FORT �ORTH� City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Steven W. Russell Subject of the Agreement: Contract of Sale and Purchase Between the City of Fort Worth (Buyer) and Steven W. Russell (Seller) for the acquisition of a Fee Simple Interest in 3.017 Acres. M&C 26-0060 Passed 1 /13/2026 M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No � If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If�different from lhe approval dale. If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. CPN 105791 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processin� in the followin� order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the infor�nation is required and if the information is nol provided, the contract will be returned to the department.