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HomeMy WebLinkAbout065549 - Construction-Related - Contract - HEB Homes, LLCOFFICIAL RECORD CSC NO. 65549 CITY SECRETARY FT. WORTH, TX CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between HEB Homes, LLC ("Purchaser"), a domestic limited liability company, and the CITY OF FORT WORTH ("Seller" or "the City"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). RECITALS WHEREAS Seller is the owner of a certain property known as Lot 5, Block 27, Woodhaven County Club Estates, located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 (Tarrant Appraisal District Account No. 03615871); and WHEREAS Section 253.014 of the Texas Local Government Code allows a municipality to sell its property by contracting with a broker, provided that the property is listed with a multiple -listing service for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash offer; and WHEREAS the Seller entered into an agreement with Pattie Pearson, a licensed broker ("Broker"), for up to one-year, to list the Property ("Original Listing Agreement"), and, on or about November 19, 2024, the Property was listed for $238,990.00; and WHEREAS, after an initial offer was accepted by the City, that prospective buyer opted out of moving forward and the listing was put on hold by the Broker shortly thereafter upon request of the City while additional remediation was conducted on the Property by the City; WHEREAS, the City then entered into a new agreement with the Broker on December 15, 2025 to list the Property ("Current Listing Agreement") and the Property was listed for the same $238,990.00 on the same date; WHEREAS, on June 15, the Seller executed its right under the new Broker Listing Agreement to extend the Broker's service for an additional six months; and WHEREAS the Purchaser submitted the highest cash offer in the amount of One Hundred Ninety Thousand Dollars and 00/100 ($190,000.00.). 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 0.4077 acres of real property known as Lot 5, Block 27, Woodhaven County Club Estates, located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 (Tarrant Appraisal District Account No. 03615871) (the "Land"), as more particularly described in Exhibit "A," attached hereto and incorporated herein for all purposes, together with all of Seller's rights, titles and interests, if any, in and Contract of Sale and Purchase Page- 1 - of 20 913 High Woods Trail to (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 water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property." (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller shall retain and reserve from the 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 (collectively "Minerals") in, on, or under the Land; provided, however, Seller shall waive and relinquish access to any use of the surface of the Property. The waiver of surface rights by Seller shall never be construed to prevent Seller, or Seller's heirs, successors or assigns, from developing or producing the Minerals in, on and under the Property by pooling or by directional drilling under the Property from well sites located on tracts outside the Property. In addition, Purchaser shall allow the operator of the gas well currently located on the Property and its agents and contractors to continue to use the existing road located on Purchaser's adjoining property to access the gas well pad site located on the Property. Section 2. Earnest Money, Purchase Price, and Independent Consideration. (a) Within five (5) calendar days after the Effective Date, Purchaser must deliver to the Title Company as escrow agent an Earnest Money deposit of Two Thousand Dollars and No/100 ($2,000.00) 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 the expiration of the Option Period (hereinafter defined) or (ii) paid to Seller if Purchaser does not terminate and the Earnest Money is payable to Seller pursuant to Section 14(a) of this Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is One Hundred Ninety Thousand Dollars and No/100 ($190,000.00.) to be paid in cash at Closing. (c) Contemporaneously with the Effective Date hereof, Purchaser shall deliver to Seller a check in the amount of One Hundred and 00/100 Dollars ($100.00) ("Independent Consideration"), which amount the parties bargained for and agreed to as consideration for Seller's execution and delivery of this Contract. This Independent Consideration is in addition to and independent of any other consideration or payment provided in this Contract, is non-refundable and shall be retained by Seller notwithstanding any other provisions of this Contract. If the transaction set forth in this Contract closes, Purchaser shall receive a credit against the Purchase Price in the amount of the Independent Consideration. Contract of Sale and Purchase Page - 2 - of 20 913 High Woods Trail Section 3. Title Commitment and Survey. (a) Within ten (10) calendar days after the Effective Date, Purchaser shall obtain, at Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Old Republic Title Company, 4421 Oak Park Lane, #102, Fort Worth, Texas 76109, Attn: Misty Taylor (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 Purchaser, 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. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending thirty (30) calendar days after Purchaser's receipt of the Title Commitment 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 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 (10') 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 (5''') 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, to the extent in Seller's possession or reasonable control, (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"). Contract of Sale and Purchase Page - 3 - of 20 913 High Woods Trail Section 5. Tests. During the Option Period (hereinafter defined) 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 (collectively "Purchaser's Agents") 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. Purchaser shall indemnify and hold Seller harmless from and against all losses, claims, costs, damages and liabilities arising out of or in connection with any entry upon the Property by Purchaser and Purchaser's Agents, and their respective agents, employees and contractors. Notwithstanding anything to the contrary in this Contract, Purchaser's obligation to repair damages to the Property and to indemnify Seller pursuant to this Section (collectively the "Surviving Obligations") will survive the termination of this Contract and shall survive Closing. 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 thirty (30) 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 parry shall have any further rights or obligations under this Contract except the Surviving Obligations. (c) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty (30) calendar days after the expiration of the Option Period. Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser the following: (i) A Special Warranty Deed ("Deed"), in substantially the same form attached hereto as Exhibit `B", fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to Contract of Sale and Purchase Page - 4 - of 20 913 High Woods Trail 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 reasonably 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 as provided in this Contract. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, subject to the delivery to Title Company of a survey of the Property approved by the Title Company, and the payment of the appliable premium by Purchaser, 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, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year"; (4) Purchaser shall each pay all escrow fees charges by the Title Company. All recording fees and any other closing costs as set forth by the Title Company shall be paid the Purchaser. (b) Seller qualifies 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 Purchaser. As soon as the amount of taxes and assessments on the Property for the current year is known, Purchaser shall be responsible for any and all taxes and assessments applicable to the Property on and after the date of Closing. The provisions of this Section 8(b) survive the Closing. Contract of Sale and Purchase Page - 5 - of 20 913 High Woods Trail (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted Encumbrances. Section 9. Seller's Representations. Seller hereby represents 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 parry 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. To the best of Seller's actual knowledge, except as otherwise disclosed in the Title Commitment or disclosed to Purchaser during the Option Period, 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; M 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 Contract of Sale and Purchase Page - 6 - of 20 913 High Woods Trail 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, except as disclosed by the Due Diligence Material: (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. The phrase "to Seller's actual knowledge" is intended to mean the current, actual knowledge of the Seller's Assistant City Manager signing this Agreement, without any investigation or inquiry, and does not include constructive knowledge, imputed knowledge, or knowledge that such person does not have but could have obtained through further investigation or inquiry. No person stipulated immediately above nor the person signing this Contract on behalf of Seller shall have personal liability under or in connection with this Contract. The representations of Seller in this Section 9 are made as of the Effective Date. Seller makes no representation that there will not be a change in any of the matters referred to therein between the Effective Date and the date of Closing as a result of facts or circumstances that have changed subsequent to the Effective Date, other than as a result of a breach by Seller of its covenants or other obligations in this Contract or other intentional acts of Seller. PURCHASER IS RELYING ON PURCHASER'S OWN DUE DILIGENCE INVESTIGATION IN MAKING ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN THIS CONTRACT. EXCEPT AS SET FORTH IN THE DEED AND IN THIS CONTRACT, THE PROPERTY IS BEING SOLD "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER THE PROPERTY IS IN VIOLATION OF ANY CITY, STATE OR FEDERAL LAWS, RULES, CODES, ORDERS, REGULATIONS OR ORDINANCES (COLLECTIVELY CALLED "LAWS"), INCLUDING, WITHOUT LIMITATION, ANY LAWS RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THIS PROVISION SHALL SURVIVE THE CLOSING AND SHALL BE INCLUDED IN THE DEED. Contract of Sale and Purchase Page - 7 - of 20 913 High Woods Trail Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due Diligence Material 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. Otherwise, Seller provides no warranty as to the accuracy or completeness of the Due Diligence Material. (b) Prohibited Activities. During the term of this Contract, 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 Contract, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may reasonably 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, and Seller shall bear no cost or incur any liability in connection with such cooperation. Section 11. Broker. 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 Pattie Pearson ("Seller's Broker"). Seller shall pay a commission to Seller's Broker pursuant to a separate written agreement between Seller and Seller's 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 described in Section 8(a)(i) for Purchaser's review. 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. Contract of Sale and Purchase Page - 8 - of 20 913 High Woods Trail (b) The address of Purchaser under this Contract is: HEB Homes, LLC 5000 Riverside Drive Building 5, Suite 100 W Irving, Texas 75039 (c) The address of Seller under this Contract is: City of Fort Worth Property Management Department. Attn: Andrea McIntosh 100 Fort Worth Trail, 10' Floor Fort Worth, Texas 76102 Telephone: 817-392-6253 With a copy to: Thomas Royce Hansen City Attorney's Office 100 Fort Worth Trail, 19' Floor Fort Worth, Texas 76102 Telephone 817-392-8864 (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 (except as provided below), 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 receive a refund of the Earnest Money, and neither party hereto shall Contract of Sale and Purchase Page - 9 - of 20 913 High Woods Trail have any further rights or obligations hereunder, except the Surviving Obligations; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof; or (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement shall survive Closing for a period of 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. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 18. Taking 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. 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 Contract of Sale and Purchase Page -10 - of 20 913 High Woods Trail 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. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 25. Terminology. 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 parry 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. Attorney'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 Approval. Notwithstanding anything herein to the contrary, Purchaser hereby acknowledges and agrees that the Seller's execution of this Contract, its representations and warranties under this Contract, Seller's willingness and agreement to sell 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"). Contract of Sale and Purchase Page -11 - of 20 913 High Woods Trail This Contract is EXECUTED as of the Effective Date. SELLER: CITY OF FORT WORTH, TEXAS By: Valerie Washington (Jul 20, 2026 08:59:35 CDT) Valerie Washington, Assistant City Manager Date: 07/20/2026 PURCHASER: HEB HOMES, LLC t1.uiuv W&,terrr By: Austin Waters (Jul 15, 2026 15:26:00 CDT) Austin Waters Authorized Signatory Date: 07/15/2026 ATTEST: p Jannette S. Goodall City Secretary M&C #: 26-0531 M&C Date: 06/23/2026 4,o4vvopn� Co FORT�;oa�� pa i° 9 d pE`o° o�10 dvo 8 rEXA5o4a nnuaaao APPROVED AS TO LEGALITY AND FORM: e/,.4�"� �4'1 Thomas Royce 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. e�--" v Stuart Young, Assistant Director Property Management Department — Real Estate Division Contract of Sale and Purchase 913 High Woods Trail OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page -12 - of 20 By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Old Republic Title Company By: _ Name: Title: Date: Contract of Sale and Purchase Page - 13 - of 20 913 High Woods Trail Exhibit A The Land LOT 5, BLOCK 27, SEVENTH FILING WOODHAVEN COUNTRY CLUB ESTATES, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO PLAT RECORDED IN VOLUME 388-109, PAGE 46, DEED RECORDS OF TARRANT COUNTY, TEXAS. Contract of Sale and Purchase Page - 14 - of 20 913 High Woods Trail Exhibit B Form of Deed Without Warranty 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. DEED WITHOUT WARRANTY Date: Grantor: THE CITY OF FORT WORTH, TEXAS, A HOME RULE MUNICIPAL CORPORATION Grantor's Mailing Address (including County): 100 FORT WORTH TRAIL FORT WORTH, TARRANT COUNTY, TEXAS 76102 Grantee: HEB HOMES, LLC Grantee's Mailing Address (including County): 5000 RIVERSIDE DR BUILDING 5, SUITE 100 W IRVING, DALLAS COUNTY, TEXAS 75039 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: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS Contract of Sale and Purchase Page -15 - of 20 913 High Woods Trail SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING, MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN, ON, AND UNDER THE SUBJECT PROPERTY. B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN, ON AND UNDER THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY. Exceptions to Conveyance and Warranty: This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted encumbrances on the attached Exhibit "B," attached hereto and incorporated herein for all purposes. GRANTEE IS RELYING ON GRANTEE'S OWN DUE DILIGENCE INVESTIGATION IN MAKING ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF GRANTOR OR ANYONE ACTING ON BEHALF OF GRANTOR, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GRANTOR EXPRESSLY SET FORTH IN THAT CERTAIN CONTRACT OF SALE AND PURCHASE BETWEEN GRANTOR AND GRANTEE DATED JUNE , 2026 (THE "CONTRACT"). EXCEPT AS SET FORTH IN THIS DEED AND IN THE CONTRACT, THE PROPERTY IS BEING SOLD "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER THE PROPERTY IS IN VIOLATION OF ANY CITY, STATE OR FEDERAL LAWS, RULES, CODES, ORDERS, REGULATIONS OR ORDINANCES (COLLECTIVELY CALLED "LAWS"), INCLUDING, WITHOUT LIMITATION, ANY LAWS RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY. TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever, subject to the Conditions (as hereafter defined); and Grantor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND all and singular the title to the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any part thereof, 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. Contract of Sale and Purchase Page - 16 - of 20 913 High Woods Trail GRANTOR: THE CITY OF FORT WORTH, TEXAS A HOME RULE MUNICIPAL CORPORATION Valerie Washington Assistant City Manager Date: NOTICE: This document affects your legal rights. Read it carefully before signing. APPROVED AS TO FORM AND LEGALITY: Thomas R. Hansen Assistant City Attorney M&C #: 26-0531 M&C Date: 06/23/2026 (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. 2026. [SEAL] GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , Notary Public Contract of Sale and Purchase Page -17 - of 20 913 High Woods Trail ACCEPTED AND AGREED TO: HEB HOMES, LLC A DOMESTIC LIMITED LIABILITY COMPANY (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared of HEB Homes, LLC, 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 HEB Homes, LLC, a domestic limited liability company, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2026. [SEAL] Notary Public AFTER RECORDING RETURN TO: HEB Homes, LLC 5000 Riverside Drive Building 5, Suite 100 W Irving, Texas 75039 Contract of Sale and Purchase Page - 18 - of 20 913 High Woods Trail EXHIBIT "A" THE PROPERTY LOT 5, BLOCK 27, SEVENTH FILING WOODHAVEN COUNTRY CLUB ESTATES, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO PLAT RECORDED IN VOLUME 388-109, PAGE 46, DEED RECORDS OF TARRANT COUNTY, TEXAS. Contract of Sale and Purchase Page - 19 - of 20 913 High Woods Trail EXHIBIT "B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 20 - of 20 913 High Woods Trail FORT WORTH,, CMAYOR AND COON L COMMUNICATION 7.3.4 21 CFO SALE OF 913 HIGH WOODS TRAIL - HEB DATE: 06/23/26 M&C FILE NUMBER: M&C 26-0531 DEPARTMENT: PROPERTY MANAGLWviLk W SUBJECT (CD 5) Authorize the Direct Sale of City Fee -Owned Property, Including Any Structures, Located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 to HEB Homes, LLC for the Amount of $190,000.00 in Accordance with Section 253.014 of the Texas Local Government Code, Authorize the Payment of a Brokerage Commission Fee in the Amount of 5.0% of the Total Sales Price to Pattie Pearson RECOMMENDATION It is recommended that the City Council: 1. Authorize the direct sale of City fee -owned property, including any structures, located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 to HEB Homes, LLC for a sales price of $190,000.00 in accordance with Section 253.014 of the Texas Local Government Code; 2. Authorize the City Manager or Designee to execute the purchase and sale agreement and to execute and record the deed and any other documents necessary to complete the conveyance; and 3. Authorize the payment of a 5.0% commission fee of the total sales price to the City's Broker, Pattie Pearson, in accordance with a brokerage agreement between City and Broker, for a total amount of $9,500.00. DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to authorize the conveyance of approximately 0.4077 acres of land, including any structures, being Block 27, Lot 5 of Woodhaven Country Club Estates and located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112, Tarrant Appraisal District Account No. 03615871 (the Property) to HEB Homes, LLC (the Buyer). The Property was acquired by the City of Fort Worth (City) through a Voluntary Acquisition in 2020 through MSC No. 20-0292 in connection with the High Woods Storm Drain Reconstruction project (City Project No. 102070), which was initiated to rehabilitate the failing storm drain pipe and retaining wall adjacent to the Property. 1of3 FORT WORTH,, The Property is now recommended for sale based on the completion of the City's rehabilitation project. Section 253.014 of the Texas Local Government Code allows a municipality to sell City -owned property by contracting with a broker, provided that the property is listed with a multiple - listing service for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash offer. The City contracted with Pattie Pearson (Broker) on October 25, 2024 via City Secretary Contract No. 64508. The Property was listed with a multiple -listing service for $238,990.00 on November 19, 2024, with bidding open for at least ninety (90) days. The City also published notice of its intention to sell the Property in the Fort Worth Star - Telegram and for at least four weeks on the City's Property Management Real Property Sales webpage. During the listing extension, following approval of M&C 25-0353, the City entered into a Contract of Sale and Purchase with a buyer who subsequently opted out of the contract due to extensive damage caused by racoons in the attic. The City entered into a new contract with Broker on December 15, 2025, via City Secretary Contract No. 64508, that included a 5.0% commission to be paid upon the sale of the Property. The property was re - listed and the Buyer was the highest bidder. Staff recommends accepting the Buyer's offer of $190,000.00, which is the current highest cash offer. The Buyer will also be responsible for all closing costs. Upon closing, the proceeds from the sale of the Property will be allocated to the High Woods Storm Drain Reconstruction project (City Project No. 102070) to cover expenses associated with rehabilitating the failing storm drain pipe and retaining wall adjacent to the Property. The property is located in COUNCIL DISTRICT 5. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that upon approval of the above recommendations and sale of the property, funds will be deposited into the Stormwater Capital Projects Fund. The Property Management Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. SUBMITTED FOR CITY MANAGER'S OFFICE BY: LOIN WI'Ll Fit IlZM:11MIk'1:6*11P►Ik9:DFA0N I_11]0]1111:*]►FAIIz1;[*]:1I Fit 11 If] ► role] ►11r_[441IF ATTACHMENTS 1. 913 High Woods Trl. Map [7.3.4.1 - 1 page] Valerie R. Washington, #6192 Marilyn Marvin, #7708 Jennifer Dyke, #2714 2 of 3 FORT WORTH,, 2. CONFIDENTIAL REDACTED - Form 1295- 2026-1466621 [7.3.4.2 - 1 page] 3. CONFIDENTIAL REDACTED - FID Table revd05212026 913 High Woods Trl (1) [7.3.4.3 - 1 page] Motion: Approved. 3of3 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2026-1466621 HEB Homes, LLC Fort Worth, TX United States Date Filed: 05/23/2026 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. see instructions in body of em Purchasing real estate 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 UNSWORN DECLARATION Austin Waters My name is ,and my date of birth is My address is 2548 DelmaC Dr Dallas TX 75233 USA (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in Dallas County, State of Texas on the 24 day of May 20 26 (month) (year) DocuSigned��b/y: WN t.►t. a-relwl L F924CEOEEBF3469... Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V4.1.0.db93d4f8 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: HEB Homes, LLC Subject of the Agreement: Contract of Sale and Purchase for 913 High Woods Trail 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 backpage for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 102070 *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 processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.