HomeMy WebLinkAboutContract 23308 CITY SECRETARy
_ICI., PROPER 1
SAI E CONTRACT ("C p act:) is rrm& a j -r€tx l into as
of October ber 1997, he6k— Tarra a€ County, Texas ("3ei cr")
and the Ci = of Fort, Worth, t xas
_f " ' :
, Seller, active throu"gti its o aDissk) ffis rt. has made findings Lim ffie. Tart� t
County Convention center (`C:0. vt;.tttt(:.-a etit�e"! t, in Beed Of renovation and improvement
,vhich wotile eater accomplisrhed, by a. safe to P' m zser a home rule municipality with t t:
-w r to con am land tl-Argtt =;re. ro'cess of e�i-Wnt domam, and *—without resort to --fler's
tax fid- s am =awks.
l t xx t arA Pure see through C'n�. � i �.
$ a �.,�`�3�"��`L'.i 3--"a'`�.,13,>��€.�'s�i e4s.%� *�Y'u.t�� d ��3ws� al� �•"
3 n Irtbe"ao a that a parairmunt -,Ijj,. purpse Nvou?;.� b~�
¢3yT*�.r e i and, 'hr 'F ^� 4 ��+t''''9� t ..-
t��f T,'! L'� fi3.>G C`�W�k�s�"i v+� '. dv 'L�Yy�'`a�{r� 4Sftk:€6 Cti-
. I'llis nt ct xl en lz� and entered into f*
r<a�yy yy� s,y-y. , .yyyy qg !fin i y-'Or ��++,., the v^�n er i��the � nv ny (g n �- .r'+ }p gay '�, kIl 4
6SY.a�v 4�.Jt t x��b�. � sg3�.Y�.+ i�r�-� 6.x:4#i$ �w?..SSrB #�#til!3,fG.�' S..A %�d#��ie 4. "+;..4.k, the 4.•`L?P$?k�i'��{.'t�'b6 ,.s���y�.o# '+..R.��+TSi'S a.,"��riL�Tr�`t•:
to �.zh r ;.t k�, <ar virith the a1�we're err , tt�t C a to cc n tote
FPrO isi rs tit Chzj�%� 305 of the Tiw s Lix7ai
k'S..i.&ti3er;?,fipn of t S.ir ):.'{iAE �: �t!��«4:L,RH,7°1..1� :s% t fort'.. here,i'3-, the Parties be x.' t� 4i .IC`ec Gfts
Warrantv t t WIrrently a,',ith th& ew dti< xa Of Ih'$ 4 .c-InIMa;.3; Seiler has executed a Special
l
Demil 4 f .: an rt o a at;l t Sjje f mas of which ar
:, ;..ac'a`p'aY°.' .is I jr- I! tit,) '.i�'11� �}iA tra"I'.,. iltzt . and ".��..{,�?"u!.':� EO Purchasoer for the
z''1'SY 3'.` - i
81.) ,£��. li S�.'a-t of land situated iR Tat-M-11 CXVMY, Te--1As as more particuJarly
:les arihed- in EXhj:tj€ _` atta,,hed telo �av-mho r all rya rment ; r 1, M S.
�i�, 1A..i... ami �� p.;r '£���mikes app'lS'�R�.inin'g Gam' '�-Cam.'., S any .,.
2) Am anul all 'puilding,., stmcrures. ,- r, parking areas, and other
"3lE »:> C' »ht, Lat'At ar4:0F 1104 PI641W the 'c,t"stve'3 1)€2 CLame Improvenf`nts'v
},3) A Q pensonai jm)per v o'4ir!''r,d by Seller 1i<1Ca jed ()n or r jaif7 a tt' the
. . 9sbi..;] is r) (- tS,EA- –', u mg t'lat # ' " mitod #o, iil#,
iSi.a bt3X 5wftff�' '.,, ti Yfk�x :� PI
equipment; all hot water heaters, furnaces, iwating coritrc)ls.. motors. antj looiler nressuf,: systleins
and equipment-, all shelving and partitions, all vt-ntilating, incinerating, disposal, cleaning. and
landscaping equipment; and all building supplies and repair equipment ('"Personal Property"),
but specifically excluding the machinery, equipment, furniture, fixtures, arid other personal
property as more particulayly described on Exhibit "B" attached hereto and incorporated herein
by reference,
(4' All rights, titles, and interests of Seller in and to any easements,
rights-of-way, or other interests in, on, or to any land, alloy, highway, or street in, onl, across,
abutting, or adjoining the Land-, and all rights, titles, and interests of Seller Un and m and"
awards, if any, made or to be i-nade, or payments made or to be made in lieu ',hereof, and in and
to any unpaid awards, If any, for damage thereto by reason of a change of grade: of any such
highway or strec�t;
(5) All rights, titles, and interests of Seller in all leases, subleases, advance
booking contracts and odht-f rental agreements (writ en or verbal, now or hereafter in effect)
whl.'Ii grant a possessory interest in and to any space situated in the Improvements ("Rental
Agreements"),
(6) All rights, titles, and interests of Seller it) all service contracts, warranties,
guaranties, performance bonds, maintenance bonds, all similar bonds, insurance poh'OCS. and
all nAhCr miscellaneous contracts and agreements relating to the Property (as hereinafter defined)
which Purchaser elects to have transferred and assigned to Purchaser as hereinafter set forth
("Property Agreements")-,
(7?) All site plans, surveys, soil and substrata sti,dies, architectural drawings,
plans and specifications, enl,"Incering plans and studies, floor plans, landscape plans, and other
plans or studies of any kind in Seller's possession, it' any, which relate to the Property,
(8) All Looks. records, promotional material, tenant data, advance booking
contracts, and other materials of any kind in Seller's possession, if any, W -e or may be
, whit h at
nw d In the continuing operation of the Property;
(9) AIII rights. titles, and interests of Seller in and to the name "Tarrant Count-y
11'"'onvention Center" and all similar trade names and all good will, if any, related to the Property
for so iong ac Purchaser operates a convention center at the site of this property,
(Ill)) All rights, titles, and interes,'-r, -f Seller in and to any and all assignable
utility. escrow, security, damage, lease. aad/or any other dei i -
Nsits 'in f $250.00
excess o
, "Dcf-vosits") established in connection \vith the Property: arid
(1 1) ,any and all other rights, titles, interests. privileges. and appurtenances
owned )N- Seller, if anv. iind in an%,, way related to, or used in connection with, the ownership
or operation of the Property
t b) 'The above listed items are herein collectjvely ca'Aled the "Properiv." All of the
Property are conveyed, assigned, transferred it) PVrch,-,s;r free and clear of all liens.
'eme-rits. ovenants. LOnditiOns. r-9
reservatious, restrictions,
eni-ro.",101ments. tenancies, ininerall interests, roNtAty interests, oil, gas of inineral leases and any
odier encumbrances of whatsoever nature (herein collectively called the "Encumbrances") except
the Permitted Encumbrances (as hereinafter defined). Subject to the foregoing and the terms
contained herein, Purchaser hereby accepts transfer from Purchaser,
(c) The personal property on the attached Exhibit "B" may also be sold as part of
the overall Convention Center sale transaction, but such sale will not necessarily be
contemporaneous with the conveyance of the Property, and thL terms of any such sale will b e
addressed through a separate agreement supported by independent consideration.
Section 2. 1�jrcbase Price.
The purchase price to be paid by Purchaser to Seller for the Property (including
two years of capitalized interest) is TFN MILL16N AND NOI 100 DOLLARS (1$10,(W,000 00)
("Purchase Pi ice"'), whic'i is an amount not less than the aggregate balance on the bonds issued
by Seiler and currcritly outstanding for the purchase, construction and/or improvement or
renovatioln (if the Property "'Outs-tand I ng Bonds").
, k
(t i The 0irchase Price shall be pay,,ble in accordance with the amortization schedule
Payment Schedule" attached as Exhibit C" an incorporated herein d orated i 0 . h e by reference.
Concurrently with the execution of this Contract, Purchaser has delivered to Seller (i) a
promissory note in a principal amount of the Purcha'se Price (the form Of which is attached as
Attachment III to this Contract) ("Note") elated as of the Effective Date and bearing interest at
the rates per annum set forth cn Exhibit "C" -until maturity of the Note, which. is a rate of
interest not less than the interest rate(s) on the Out;ta ding Bo nd s t o further evidence
Purchaser's obligation to pay the Purchas.-, Price arid interest thereon in accordance with the
terms of this Contract, and (ii) a deed of tr ist (the form of which is attached as Attachment IV
to phis Contract) ("Deed of Trust") to securo payment of the Purchase Price. Payment of the
Purchase Price iU also secured by the vendor's lien and superior title (the "Vendor's Lien")
retained in the Special Warranty heed ("Deed"), conveying the Prcq.jerty to Purchaser.
(c) In connection with the Purchase Price, the parties agrte that Seller shall never
I
have the right to demand payment of the Purchase Price out of any funds rai.,2d or to be raised
by taxation, out of the revenues of the Convention Center, or from any )�,Ource other than monies
appropriated as described in Section 4(e) of this Contract.
(d) On any date (hereinafter referred to as the "Final Fayment Date") when Purchaser
shall either (1) complete payment of the aggregate Purchase Price, including interest, in the tinie
and manner indicated on the Payment Schedule. or (ii) irievocably deposit with an appropriate
trustee or paying agent ("Trustee"). in trust, along with all necessary fees, compensation and
expenses of the Trustee, and the Trustee shall have irrevocably set aside ex0isively for such
payinent, (1) Moneys sufficient to make such payment (such funds to be collateralized by
Government Obligations to the extent not federally insured), or (2) Government Obligations
pledged for such payment and maturing as to principal and interest in such amount and at such
times as will ensure the availability. of sufficient moneys without reinvestment to make such
payment. or (3) anti, combination of (1) and (2). then this Ag e sights and duties
hereunder, and the Note and the Deed of Trust and all rights gre ment and all ,
Ights and duties thereunder, FIWI
tedrnala" and bec.;)rne void. Notwithstanding the foregoing sentence, no deposit of"ove. r
Obligatic, shall be deemed paymen
t oF suc►, ob!igitions as afinresdId artless the Trustee shall.
recelved an opinion of a nationally recognized certified public accounting firm that th.,
moneys or Gow€_f, anent Obligations depositt.�j with the Trustee are sufficient to make all
payments required on Uie Payment Schedule as and, when due. As ,Ased herein, the term
"Goveirmnent Obligations" ff-.eans direct obligations of the United States of America. includiag.
I
obligations the principal of and interest on which are unconditio.C.ally guaranteed by the United
States of 4zvnerica.
(e) From and after the Final Payrn-_nt Date, the Purchase Price s. a 71 na r C
_e h - o I Lle b
secured or encumbered by the terrns of this Contra,7.r, the Ncte or the Deed cif Trust, and Sefler
shall promptly execute an appropriate release of this Contract, the Deed of Trust and the
Vendor's Lien, and return the Note to Purchaser marked "paid in -full."
Section )3 T P011c �:,_iksisal and OtheLe r
—1202!a]M_I n ts
k.a Seller and Purchaser acknowledge that Purchaser has reLeivl�d the following:
(1) An Owlier's Commitment for Tifie Insurance dated August 27, 1997, and
,sued on October 1., 1997 ("Titic Commitment"), from Old Republic Title Com
Worth ("Title Company"), which Title Comnjitnie�n[ sets forth the pa- Ily of Fort
11 e status of the title of the
Property and shows all Encuir.)rances and other matters affecting the Prqperty; and
(2) A true and legible copy of all documents referred to in the Title
Commitment, including butt not limited to lien instruments, plats, reservations, restrictions, and
a serne n ts
l _h
h,irc a&cr and Seller acknowledge that Seiler is conveying to Purchaser title to
the Property subject only to those items listed in. Schedule B of the Title Commitment.
(c) Seller to its best knowledge acknowledges that it has delivered to Purchaser for
Purchaser's review 0he following items:
(1) Legible copies o! all Property Alaret-Ments -uld a schedule listing all such
agreements, wNch schedule is attached as Schedule I to this Contract;
() Copies of the tax statements, il'any, covering the Property for the year prior
to the cu—trent year :and, if available, for the current year;
i'3) A schedule certified by Seller showing the Rental Agree.:rnents for the
Improvements located on die Land current as of OCtobef I, 1997, which scbed! A'e is attached
as Sch--dole 2 ..- this Contract,
(4) To the extent that they are in Seller's possession, copies of all certificates
of occupancy and any govenimental liccases or appre-vak relating to any portion of the Property
,V�c btf :447 4
(5) To the extent that Lhey are in Seller's possession, a set of the "as-built,"
plans and specifications for the Improvements on We 1,and "o011e-ti vely "Specifications"j,
TOgether with copies of any and all environmental reports (including asbestos SUrveys)concerning
the Property;
(6) True and correct copies of all instruments evidencing, governing'.)r securing
the payment of any indt:bredness selcured by or related to the Property;
(7) Tyue and correct copies of all Rental Agreements toged-ier with any and all
related documentation, instruments, agreements and other records related to the Leases Jincludifig
but not united to leaslc applications and all correspondence b twee r! Seller and tkte Tenants:
Tine: and correct copies of all deposit agreements, including but not limited
to those Deposits related to the Leases, or if Seller frs made Deposits for which Seller has no
deposit agreements, then a list of such Deposits. setting forth the nan-'_ and address of the entity
holding each deposit along with the dollar amount of each deposit,
(9) True and convect copies of all revenue, expense and profit/loss state-ments
and any records related thereto including b.ut not limited to cash flow statements., depreciation
schedules, records of tax basis and proforina financial statements,- and
(10) A corn,- ete and iternized inventon,, of the Personal Property,
(d) An appraisal whic.lt determined that the lower range of the simple market value
of the Property does not exceed the Purchase Price, t--. .e fee S*
Section 4. Purchaser's Covenants. Oblig ns Default and Remedie
alio
_.,b_ ons. Defaii_
(a) Purchaser
agrees to make Oniely payments, of the Purchase Price when due and
I
otherwise comply with the terms described in the Note and Deed of Twist; provided, however,
in the case of any inconsistency or conflict
the terms and provision, in this Contract shalt
govern over the terms and: provisions in the Note and Deed of Trust.
(b) Purchaser agrees to honor all existing bookings for Dental Agreements for the
Convention Center for events wilich v,'ill occur on or after the 1ELffective Date.
WJ if Purchaser shall fall to pay any installment of*the Note or Purchase Price on or
before the thirtieth (301h) day after it is due, Seller may give Purchaser written notice by
certified or registered mail, or hand delivery that the continued failure to P'AY co-stitutes a
"Potential Default".
(d) If Purchaser shall fail to pay any installment of Note or Pulrhase Price for at
least thirty (301 days after Seller gives n�?ttce of the Potentiai Default. the failure shall constitute
an "Event of Default". V an Ezv!ent of Default occurs, Seller may give a written 'Notice of
Acceleration and Intent to Terminate" to Purchaser by registercd or certified mail or hand
delivery a! any tirne before the Event of Default is cured. Once such notice has been delivered
by Seller, in addition to all other rights and remedies at law or equity. Seller may pursue its
right tO ac,-Afferaw payment under dw, Note and foreck.,sine remedies under the Deed of Tri,,s'l
Seller shall .act. exercise Its right to accelerate pay-i'nent under the Note or foreclosure reinedie,
under the Deed of Tr ist except as specifically provided this Section or Section 13 of tht
General and Speeial Conditions of the Dced )f Trust.
(e) As suecified in Section 2 an,41 notwithstanding any oth--f provision or term within
this Contract, Seller shall never have the right to demand payment of Zhc Purchase Price or sums
secured by the Deed of Trust and Note out of any funds raised m to be raised by taxation or out
of the revenues of the Convention Center. Amounts due in payment of the Purchase Price and
interest due thereon hereunder and as evidenced by the Note and I)eed, (if Trust are payable
solely out of budgeted monies appropriated by Purchaser for the purpose of making such
payments. 11.7he Purchase Price and interest thereon are payable as a budget expense of the furt-irc!
budgets of Purchaser beginning with the budget for thiL- fiscal year 1997/1-998 and succeMing
budgets continuing until the obligation hereunder has been retired or dischargLA with such
payment being subject to annual appropriations Of the City Council of Purchaser; however, it
is understood that the failure to appropriate monies in the budget for payment of the respective
annual principal and interest payments due hereunder in payment of the Purchase Price shall.
terminate all obligations of Purchaser 'o make YM
pa ents to Seller for the Purchase Price ward
.
interest thereon, and upon such failure, Seller shall be authorized and entitled to exercise its
rights and remedies under the Deed and the U)eed of Trust. Except for liability arising out of'
a violation of Section 4(b) above,. PurOaser's liability pursuant to this Contract, ::he Deed of
Trust and Nete are strictly limited and subject to annual appropriatio.a., if any, and Purchaser's
interest in the Property, and Seller shall look solely to the Property for the satisfaction of all
damages arising from any monetary claim arising hereunder. To the extent aliowed by law,
Purchaser hereby agrees to defend Seller against any third party claim arising dir,:ctly out of
Purchaser's breach of Section 4(b) above. provided. however, that this defense e' ligation is
t n
conditioned upon Sellersreasoliable cooperation with Purchaser in conducting such ,,Iefense and
shall not Prevent Purchaser from asserting any=, defenses against such third-parties arisin. under
the te-rms of any Rental. Agreements.
(f) To the best of P'urchaser's knowled �e. the execution of this Co
g ' 1 ntv-�t id the
consumination of the transactions contemplated hereby do not, and at the Closing Date will not
(i) corstitute a violation of any applicable law, order, rule or regulation of any -federal, state or
municipal rep ilatory body or administrative agency or other govern-mental body having
jurisdiction over the parties hereto or any portion tion c&the Property, or (h) require the permission,
approval Or consent of any third parties or govem. rental authorities (except to the extent already
obtained from Purchaser's City Council).
Section S. Closing,
(a) The Closing ("Closing") (A the sale of the Property by Seller to Purchaser shall
occur as of the Effective Date in the office of the Title Company at Fort Worth, Texas.
k(b)
Seller acrd :purchase shall each pay their respective attorneys' fees and one-half
(112�s of the escrow and recording fees.
L91MI2 C Otwbr IC 6
(c) All :U)rmal and cl.:stomarily proratabje :tems,
inc judingg withouT limitation real
OstAft-' and persenal, property taxes (if any), utility bills, insurance Pr,--Miu;-ais, rea.s, antes and
Rental Agrectnerit payments shall be prorated as of the Effective Date, Purchase: being charged
a,kid credited for all of same on and a.'k-.-r such date. If the actual a-mounts to 0' e -, orated are not
known ONS Of the Effective Date, the prorations, shall b',-- made on the basis of fli,2 best evidence,
then available, and thereafter, when actual figures are received, a :,ash settlement wl-il be made
betvieen Seller and Purchaser. Seller shall cause all accounts and costs and expenses of
operation and maintenance of the Property incurred prior to the CIGging to be promptly paid
when due.
(d) This Contract is being executed at Closing
� to diefinc the iigbts and responsibilities
Of Seller and Purchaser and. aN of the provisions of this Contract shall survive dosing.
Section 6.
LesqjL*,4�joLs aP�L`Vaqapties.
(a) Seller hereby covenants and agrees with, and represents and warrants to Pur-baser
(1) Except as shown on the attached Schedule 3, to the best of Seller's
lalowiedge, there are no actions, suits or proceeding pending, thre t ed or asserted a st
Seller affecting any portion of the �gs e 1 a ef, gain
Property, at law or in equity y r Lef or by any federal,
state, r-aunic.ipal of other it car ) Ore an e cral
, r go�rernrnental department, commission, board, bureau, agency or
instrumentality, domestic or foreil-n;
(2) Seller has not received any notic-.& of any condemnation actions, special
assessments or increases in the assessed valuation fo T ta e s u r other impo siti ons
of a qatu
'n � re
which a-ce pending or being -onternplated with respect to the PropertY or any portion tyhereof;
Except as shown on the attached Schedule 3, Seller has not rexeived any
notice Of any vi-0-ttion of any ordinance, regulation, law or statUte of arIY vernm,ental agerty
pertzining. to the Ploperty or any portion thereof-
(4) As of the Fffective Date, no rebates, allowances, rewi-' i;ujic: sssions or free
rent of any nature h<ve been gi ,a
*edunder the Rental Agreements, except ISL --)be(l in writing
(and if any such c.)m,,essions w�ert-- so disclosed, Purchaser has been entitled to a credit agaLnst
tht e
Purchase Price in an amount equal to the additional incoine Furchaser would have derived
frOM the operation of the Property subsequent to the Closing had such con=Ssion not tK-,en
granted), and there are no Rental Agreements currently in place except as disclosed on Schedule
() From and after the Effective Date, there v-411 be no unpaid bills or claims
in Connectian with aLy repair of the IMP.rovt i.-ients or other work performed or material
purchased in conn%%tion with the Property prior to the Effective Date;
(6) Except for die management agreement contemplated between Seller and
Purchaser, no portion of the Property (including, without limitation, the T)cpos,its' tol'It-, conve,,-ed
-r5fr 6.0a6hcr.27, 1997 ))
ica tic P r.rc iser hertzxnrfer) shall:be trtjeet to t
tb- b rd or, ok ',gat ®n; of any'rrzanagerrzent
ag-recm.er1 01:: I!jIde!-SV�ud II9 respeting the Property
(7) The execution'b ,Seller of'this r;ntia;t acrd ttt< e.0, sUmmation by Sel-te-
of the �ansa�auoi�� cor. et;rplated "hereby .do. n€3t, and,'a} the Cios ng mate vlii not, resntt ray a
br ?ch. r,�f atay of the ter-ins or provision s Of, or rc,nst tote a;default or .coritiition .wfu 1=0i Or or Cayce cf one €ir to �vodid: rips rt. :nto a de�auit cinder, ariy indeirture; agreement;
irtstrtrm rtt ev clenc rtg or'securib payment of Crxy indebtedness ors of re-1atect to tiie P To,pert�i �r
oligainn.to vhic;h Seilcr is a:party car by rvhiF ':'tb 'r<zpezy or any portion thereof isorrd
and dog ova to:(Ate r �wiedge of Seiler, c,�rrstittate a violation of any order, rz. e "or egu,IAoii
applicable to $eiier air , PY port10t. Of the,i'r�rpe�t r of��r1y oori�t or any fede6l stater muhxipQ
reguiatoz body er, adrr�inzstrati�re ay. car otfer goerruit<ntrai _body iar�in ��rrisdctor� ve
i�x I or.any ;p�►rti n ��f the Prr t�erty
$ T tie befit of rSe11 ' xr�Qwiedg€', filer is i of in defa�uit undc aizy.
inden€r:re, zrx r#gag , e of t asti �r to n:agreement err un, er and other agxeeme is Crr ,wfitc b
S;tior:is;a pay,or byii it Seller i tounc arid' rhich.err ariy way affects the fro e the:
p
best of e►ier;s i �o vleslge, Set',°r is b�� a pat f t nor bound by,`.-any agreement ox Ily;order
ortlecre of.aty corm or" ��ertentai: gecv,wlsrcir riKgit tc a rrzaterial ad�erseiy=affect
any portion o trio Frc�perty;
( io e best od Seller s l�nu�Yledge; nc permission, "apprs�v°gal 'or..con.;en# by
firizd patties d� g erm wnt�i a� tizozities-is regiarr�. in order for Seiler :tcr tort ; n at .. brs:?.
"on .
best o ei aer's kho Wiedge all'",= xxstIng utr3atres car tize end
t :raugtr adUornii g p?ubirc ,streets or private Iarid, xr� ,� cording :w tin valid p�biic.. or p� vats
easernerxts (filet` wrii- err to the ber�ett of S.cliaa r and f'azrchaser's succesirs and assiras
Ali` of sand u-tziitics kale bcerr fuily "ins ,icd An ale opera in wrth aii °rnsia anon and
c;Piulect 0 charges paid iri"PUA
{ ,Seier;iras;nat received any nptrce from arr4r taxrng autioz�t3�car gorerrental
agency asserting that Seiler its"failed; to file car° bas irri ircperly filed any rah return. or report.
reciuired to:be filed by Sei er. o that 'lle�°da. n>s pain iii tars, charges'or"assessments aov
owing by' Seiler (°xcept cnrrenrt.`taxes axed assesstrier?ts not.yet deiinguent) wiz cli e :uid in any
way no or hereaf! r constitute a lien: again�a t,.� t`�roperty o'',any part-thereof; and' no actinn '>
or proceeding is no%,, r ndrng by a goverrun-ntai age icy or authority iur tlae assessment cir.
collection of such to �t,s, charges or assessments against Seller;
(12) Seiler has -"not �,;.ceived any notices from �.-"insurance company. of any
defects or inadeglacies in-the Property ar arty part(hereof which wou"Icl materially:and adve'r9elY--
affect the insurability of Property Ur U e premuhr*ns for the.insurance tiCreof;
(13) The executed copies of the Rental Agreements aeiivered'to Purchaser in
accordance with the terms of this Cont-ac* (arid assigned at Closing) are true and correct, r41
obligations and items of an inducement nature to be performed by the Seiler under the Rental
Agreements have been fully performed and no Commitments ha ve been made under any Rental
I�' 0S 1.6-0,[o cr 27_ 19 1 ;
ieut for repair., or i provements other than a g.,,-,neral landlord re Uir-inwnt fair no. ia.
iriain,evance ;a the future; no Tents due under any of the Rental Agreements have beep assigned,
ftYpothecated car encumbered exc+-,pt to any kriders intended to be disChargod at Closinna, all of
tlae Rental Agrcernents are in full torce and effect -without cu-Tent deNtilt by either Seller or the
respeL,ivp; -,jarti.-Is to such agreements except as has been G 710sed to Purchaser; there are no
pending cla.irns (whether moneuiry or otherwise) made agains, 'eller ari,�i.-ng out of-or related to
the Rental .4,greernents, and there are no fu°es or comnlissions payable to anv person or entity
in regard to the P.,en-tal Ag -ements or the Property except as specifically F;A forth hereiji;
(14") Ttc c'ocuriients, records and infOri--ation provided by -Seller pursuant to
SectL�on 3, irlcludiug but not limited to Rental. ((and
'etement, tax statemwits, Property Aart,--rnents,
.1 Z�
.eiiarit rent :oils, certific4tes of occupancy, 'S�Te
cifications, inventory, deposit agreennerits, and
any other records requested pursuant thereto constitute ali such doctirrients, re�ords and
inf-.)rmat;#,Xn either held by Seller; Seller's aggats or third parties or known to exist by, Seller
which relate to or may affect the Property and/or- the operation there.of;
No renrestritation, war,
anty, or statement of Seller :in this Contract or in
any document, certificate, ar schedule furnished or available to Purchaser pursuant hereto
contains or wiff rm,;t to state a material fact nectssary to make the statements or facts contained
therein not misleading. All stich representations, warranties, or statements of Seller are based,
to the best of Sellek-'s knowledge, upon current, accurate, and complete information as of the
time of their miling; and
(16) To the best of Seller's knowledge, there are no "underground storage tank.3"
located on the 4'.'roperty, as that term is defined in the Comprehens-'ve Environmental Response,
� q 0(4 1 S 10 d 0
compensa6ori az d Liability Act �,-f 1.980, 42 United States Code §699 except as di c se t,
Purchaser in writing.
(b) The representations, warranties and covenants of Seller contained within Section
6(a) of this Contract shall survive the Closing for a period of one (1) year, and Seller shall be
obligated after the Closing to cure any breach or unt th of any such representations, warranties,
t- Lru
and covenants of which Purchaser gives Seller written notice on or before tae -_xpiration of one
(1); year after the Closing.
(c') No investigation or inspection by Purchaser or Purchasers representatives shall
be deemed to h-ve in any way diminished or waived the representations, warranties, and
covenants of Seller set forth in this Contract, unless Purchaser shall have acknowledged actual
knowledge of such matters in writing, prior to the Closing,
(d) In conn%,ction with payments currently bclu,, made and to be made in the future
to Seller from: any asibestos-related litigation concerning the Convention Center, Seller agrees
that any funds disbursed to it aiftzr the Ef.;,ctive Date hereof. shall be prom.ptly disbursed t(,-)
Purchaser ro, the extent such funds do not reimburse Seiler ifor asbestos remediazion alreaav
p:. ',-mned by Seller relating to the Property. The ob4 igatz'0116 Wider t1his SectI,jn 6fa) shall
survive Cle°slnqz and the termination of this Contract indefinitely; pm, Nided, however, that a!l
obligations under this Section 6(d) will cease in the event
Seller regains possession to the
Convention Center as :4 M-sult. of Purclhaszr's (!-fault on its obligatloils hereunder, whether such
POSsessi0lt is regained by fcireclosure, deed-iu-i ieu of foreciosure, or otherwise.
Sec Zion 7. Teqn. Except a,;otherwi3e expressly provide"' herein, this Contract shall corninue
in full force and effect until Purchaser has paid all sums due under Section 14(b) hereof (or
Otherwise provided for such payment pumuant to Section 2(d) hereof),
Section 8. brokers. Seller and Purchaser hereby represent ind warrant that neith-.r party has
engaged the services of any broker or other similar- parti, in connection with this transaction.
Section 9. R'I - This Contract(including die exhibits hereto and the documents
i-eferenced herein) contains the entire agreement between: Seller and Purchaser, said no oral
s
,wernents. or prior written matter not specifically incorporated herein shall be of any force and
effect. No variation, modification, or changes hereof -hall be binding or, either partyy hereto
unless set forth in a docurneilt executed by such parties or a duly authorized zgent, officer or
representative thereof,
Sectia,ri to.
This Contract may not be assigned by either par,
Section 11. Lrerra-inolo A,e
gy. The captions beside tI section numbers of this Contract for
referenec. only and shall not modify or affect this Col tract in any inanner whatsoever. ii.Wherever
required by the context, any gender shall include any other gender, the singular !-,hall include the
Mural, anc i the plural shall include the singulat.
Section, 12, Q—gw� rriing Law- 11iis Contract shall be. governed by and Construed in accordlance
with the iaws Of the State of Texas.
Section 13. Performance of Contract, The obligations under the terms of the Contract are
performable in Tarrant County, Texas.
Set-tion. 1.4. Le—niLc- The parties hereto hereby consent that venue of arty action brought under
this Contract shall be in Tarrant County, Texas.
Secfion x Count't- art -xe trion, 'Mis Contract may be executed in any nurriber of
T JL_gi 111
counterpans and by the different parties hereto eta separate-zounterparts, each of whicli, when
so exe�uted. shall be deem- an original, but ail such counterparts shall co.twitute one and the
d it R
same ristrument,
Section 16, Rule.oIt—Qoqstru--tion. The parties acknowledge that each party and its counsel
have reviewed anal revised this Contract, and the parties hereby agree that the normal rule of
constructiop to the effect that,any ambiguities are to be icsolved"against the drafting party shall
not be. ejnV',oyed in the inter iire.tation of this Contrar-t or any apucridments or exhibits hereto,
Section 17, Environmental Matters,
a) Seller has disciosed to Purchaser that there are unresolved environmental issues
conce-i-n kn- a hyurlaulic fluid spill
on or Wader 'he Convention Center property
("Contan-,inationt"). Seller agfees to promptiv app and t
1 1� 'ter-after dilige.ntiv pursue the
issuance of a f1p.al Closure report (!'Closure➢ from the r ?'natural Resource corlservp -on
-xas Nat $"
off corcecning the Con.raminatio,
(b) PUrchaser agrees that, subiect to die terrm and conditicj)w�contained in this 0..4.;.103..1
17, Seller aild its aumorized TeDMSCnia"tives anti '18tlAS sha!1 have access tc) the Property at
reasonabit tunes to conduct any tests or remediation work (coil-ct*vejV. Wo k
reasonably
incident to seeking Closure; provided., howe�vej% that any Work shall be scheduled and
Coordinated with Purchaser so as to cau' Mi.
if DOS, sf� fle nn' rnall disn:ption to the ordi-neiry oapt�r;ajom
of the Convention Cente!, 3 Sibie. Wo' I
applicabli- erjvj!r?_,nrr !-flust be performed ill Compliancle W,;tkl
A A
conducted so,
assure the satety of the public �nd Persons Present at the 11'roperty
as to Protect the health and health' sat'�_tv- re�_Tujat;jns, and shall be
and keep the PropeaV free and ;I-ar of any hazardous or dangerous cond,;tioa conce •ring or
created by the Work of the Contamination.
I (c) 10 Seller 39rees to -perform the Work rjec,�ssa..-v to attain Closure at no expense to
Purc'laser; P- vided, however, that Purchaser shall have t& right to approve or disapprove, ,Yl
advanc.- and within reasonable [ine periods.. any Work proposed to haler
I . be per-formed. Pure
agrees not to unreasonably withhold or delay any'such requested approvals. Seller further,agrees
to undertake, as, its sole j•,esponsibility, but with reasOnah!e ('30peration of Purchaser, obtabling
a[)PTOValS, DCIMitS, ]&,enSeS
. Or meeting any othu,, _e
accomplisl he Work and attain Ciosure, i 'O.Llfremcnts by governmental agencies to
(d) Sellel- Shall provide Purchaser with copies of all all reports, inkirmarion and.
materials ("Matt rials") that Sr-Iler Provides tt3 the 'FINRCC coiltemporaneously vitij Such
submission. Additionally, Seller shali provide Purchasel' with copies of all concsporidence or
responses from the TNRCC, aDd shall inform Purlhaser of all other communications with the
T'NRCC immediately upon the receipt or occurre.,,,'ic'-, thereof.
(e) In he event Seiler faiis to perform the Work in accordance wl-! this Section 17
and fall's attain Closure within one (.1' year from the Effective late, Purc" ser, at its option,
may -elect to perform (or secure the services of qualified professionals, conSCUltants and/or
contractors to perform) the Work- neceSS-i-- to obtain Closure, In
Offset all costs and expenses so incurred against ' such event, Pu:,-chaser may
I .st its payri'lent of the Purchase Price under this
Contract and the Note. Such Offsets shall be credited against Principal and;fir interest to become
due but in no case shall Purchaser be entitled to any offsets '
ul txcess of $25.000
TO THE EXTENT ALLIDWED BY 1, SFCTION' 7 OF THJF_
TEXAS CONSTITLY11ON AND ALL APPLICABL,E L ►IV. SELLER AGREES TO
RELEASE, LNIDEMNIFY, DEFFNI) AND HOLD HA-RAILESS PURCHASER AN. 'D ITS
S117'"CCESSORS, ASSIGNS, LEGAL REPRESENj,AT1NF_S, OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS (COLLECTINT, LY, "LNDEMNITFES") FOR, FROM AND
AGAINST &LL LIABILITIES, CLAANIS, D.-CWAGIrll_S, kIOSSES, LIENS, FINES,
PENALTIES, COSTS, CAUSES OF ACTION, SUITS, JUDUMENTS AND EXPENSES
(INCLUDING COURT COSTS, ATTORIN-F�YS- FEES, AND COSTS OF
N
I: 'V Of ANA' NATURE, KI. 1)OR DESCRH"TION'OF A'M'Y PE&S,-)N OR
ENTiFY (V;CL,'--DIN1", WITHOL:T LLN-11TATICIN, CLAINIS AIND LIABILITIES
:,XP
REILATINNG TO BODILY INJURY AND PROPERTY DAINIAGE) DIRECTLY OR
LNIDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM (IN jVHOLE
OR IN PApj), (A) THE CONTAMINATIGN, (B)
NTRACTORS OR SUBCONTRACTORS OF ANY
01VISSION OF SELLER, OR ITS CO, THE WORIK, OR (C) ANY ACT OR
TIER OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, O_R
A-NYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER
(COLLECT -ELY, "LIABILITIES"). SELLFR
PURCHASER IN, SHALL PROMPTLY A1WISE
WRITING OF ANY ACTION, ADMINISTRATIVE OR LEGAL
PROCEEDING OR V iVESTIGATION AS TO WHICH THIS LNDEILNM, CATIONN1.4,Y
APPLY, AND SELLER, AT SELLER'S EXPENSE, SHALL ASSUME ON BEHALF OF
'RCH-ASER (AND THE OTHER P DEINTINITEES) AND CONWICT WITH DUE
PLT
DILIGENCE AND IN GOOD FAITH THE DEFENSE THEREOF Wyrff COUNSEL
REASONABLY SATISFACTORY TO PURCHASER; PROVII)ED, HOWEVER, THAT
�t- Ny ' ")f;-AN TTEE SHALL HAVE THE, RIGHT, AT ITS OPTIO.N,
REPRESENTED THERE,I TO BE
AT ITS OVVN EXpr_N, -,SE.N, BY ADVISORY COUNSEL OF ITS CI 'N SELECTION AND
The representations. warranties and covenants (if Selle c i ed wit i this
Section 17 shall survive termination of this Contract, f onta n th n tu
REMAINDER OF PAGE IS INTENTIONALILY BLANK
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IN WITNESS WHEREOF, this Contract is hereby executed as of the Effective .Bate,
SELLER.:
Approved as to fortn: i arrant CourIty, Texas
trict s
Oisitc�z°ney
Tom Vandergriff, C0untIY Tudge----
PURCHASER:
Approved as City of.Fort Worth. 'Texas
to legality and foryn:
City Attorney y°
Name.
• is
yp':
i
.Attest:
Z8t1on
City Secretary
Date
13
EXHIBIT "A"
Peser
iptLon of Land
Sections 2 and 3, Tarrant County Convention Center, Fort Worth, Tarrant county, Texas,
according to the Plat and Dedication recorded in Volume 388-40., Page 100, Plat Records,
Tarrant County, Texas.
Sections 7 and 8, Tarrant County Convention Center, to the City of Fort Worth, Tarrant
County, Texas, according to the Plat and Dedication recorded in Volume 388-59, Page 14, Plat
Records, Tarrant Counvy, Texas. I
Sections I-R, 4-R-1 and 6-R., Tarrant County Con-vcntion Center, Fort Worth. Tarrant County,
Texas, according to the Plat and Dedication recorded in Volume 388--i55, Page 47, Plat
Records, Tarrant County, Texas.
j
City of rt Worth, Texas
Mayf,-)r f.
RE � LOG
101283/97 �10 PAGE
Srss,ri~r ADOPTION OF RESOLUTION AUTHORIZING THE PURCHASE OF THE TARRANT
COUNTY CONVENTION CENTER AND ASSOCIATED PROPERTIES FROM TARRANT I
COUNTY AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED LEGAL
INSTRUMENTS INC LUDINC AN INSTALLMENT SALE CONTRACT, REAL ESTATE LIEN �
NOTE, DEED OF TRUST, SPECIAL WARRANTY DEED WITH VENDOR'S. LI,ENo
s ASSIGNMENT AND BILL OF SALE, PERSONAL PROPERTY PUR4:HA SE ,AG#4EEMENT, 1;
MANAGEMENT AGREEMENT FOR TEMPORARY MANAGEMENT OF THE CENTER BY
THE COUNTY, AND OTHER NECESSARY AND RELATED LEGAL INSTRUMENTS AND
t
ACTIONS
It is recommended that the City Council:
Adopt the attached Joint Resolution and Order authorizing the purchase of the Tarran*
County Convention Center and associated properties frasrri Tarrant. County; and
. Authorize the City Manager or Assistant City Manager to execute an installment sale
contract, real estate lie€t'noie, dead of trust', S�:c al vrarranty deed w th vendor's lien, t
assignment and bill of sale, personal Property agreement anal management agreement and
all other necessary documents related to the sucl•i matier;and
. Adopt the attached suppiememal arzpropriation ordinance increasing General Fund,�
appropriations by $52,000.00 and decreasing the unreserved., undesignated fund balance
by the same arnount.
I
-1S_C SSIOl r
r
i
The attached Joint Resolution and Order is scheduled for consideration b the it
the Tarrant County Commissioners Court today,
y e Cry Counc►. and
p "the Tarrant County Convention Center is owned by Tatrant County, which operates the Center
i a': a significant annual kiss which must be subsidized Ivry Ccijisty taxpayers, The Center is in
need of rencvati=era end improvement which WOUld be better acc om lis ped b � � l
I P y a sale to the Cit �
a The purer ase ra< }
ice vs 10�L�C�,€?0C), payable over twenty years in sepia al nstatlrrterrts as set ,
forth in Exhibit C to the iristatImer t sale contract. Payments vwidl total r
Ears* two ears. . f �I�+e raiste, ��^ '• the ,. � Y� for the
Y' he first payrnen. to use on :August 15, 1598. Thereafter, the
Gi�v make p}inc ioa: amnr -1 pBvments, as se! forth ir: the Schedule aach February and
Ali t:w' If Total paymenv f stir ?£ Pr(f?'ciPa:`r i3t1Ll ie`i i�li S'C �'k`il E3iT1�olifi to ` ^
tom; 13is'fiat .x.
009inr .-osts a:e es`F n-Wed at $w2,`' OCf.
-----------
City ofFort Worth, li?xa,
Mayor and Council, Commurl tion
�ATM
10/28/97
C-16410 .2CONV 2 of 2
"UBJECT ' ADOPTION OF RENSOLUTION AUTHORIZING THE PURCHASE OF THE TARRANT
COUNTY CONVENTION CENTER AND ASSOCIATED PROPERTIES FROM TARRANT
COUNTY AND AUTHORIZING THE EXECUTION AND DELIVERY OF RELATED LEGAL
INSTRUMENTS INCLUDING AN INSTALLMENT SALE CONTRACT, REAL FSTATELiEN
NOTE, DEED OF TRUST, SPECIAL WARRANTY DEED WITH VENDOR'S LIEN,
ASSIGNMEt%,r AND BILL OF SALE, PERSONAL PROPERTY PURCHASE AGREEMENT,
MANAGEMENT AGREEMENT FOR TENTPORARY MANAGEMENT OF THE CENTER BY
THE COUNTY, AND OTHER NECESSARY AND RELATED LEGAL INSTRUMENTS AND
C�TO NS
The purnhase price is supported by a fair market value appraisat, obtained by the City and County.
In ;-04-1�Jon to the purchase of the real property, the Resolution authorizes the, nagot;ation and
execution of an agreement -for the purchase of cartain machinery, equipment, fern and
fixtures at the Center. This Personal Property Agreement is in the process of negotiavin and
once a final agreement is reached, staff will request City Coun--il appropriation of funding for the
purchase.
In order to provide for an orderly transition of management and operation of the Center to the
City, the Resolution authorizes a management agreement allowing for temporary management
of the Center by the County during the transition. The County will operate the Center as the
City's independent contractor. All revenues from the Center will go to the City, and the City will
reimburse the County for the reasonable, customary and necessary expenses of management and
operation.. This transition period will not exceed ninety days, unif ss bot h parties agree
r ee
otherwise g
FISCAL INFORMATION/CERTIFICATION:
The Director at Fiscal Services certifies that upon the adoption of the attached appropriation
ordinance, funds for the closing of the transaction will be avallaoi , in the current operating
Liu& -t, as apprcp,-iated, of Me 'General Fund. Upon completion )n, the
of this recommendatic
unaudited, unreserved, undesignated fund balance of the General Fund wffl be $29,395,093.00
CBJ
hwiced for Cky'Mamprr's RPM -CENjTR
ACCOUNT &MOu'N'T MARY
Twe by- SECRL
GG011 541 M 0252000 s5i.ow-0.0
arles
igh�4 Dtpa�Head;
-rk, Add-ins
Ad&tioml tafornia i ion
4--
CITY COUNCIL OF THE CITY OF FORT .47ORTH, TEXAS
SOLUTION NO. c�33,g1
COMMISSIONERS COURT OF TARRANT CO& N ry, 'fi ,XAS
ORDER NO,
A RESOLUTION AND ORDER PASSEL} CONCURRENTLY BY THE 1I T Y
COUNCIL OF THE CITY OF FORT WORTH, TEXAS, AND THE COMMISSIONERS
COURT OF TARRANT COUNTY, TEXAS, AUTHORIZING THE SALE OF THE
TARRANT COUNTY CONvFLNTION CFNTER AND ASSOCIATED PROpERTIF TO THE
CITY OF FORT WORTH; APPROVING AND CONSENTING TO THE EXECUTION OF AN
INSTALLMENT SALE CONTRACT, REAI, STATE LIEN NOTE, WEED OF TRUST,
SPECIAL, WARRANTY DEED WITH VENDOWS LIEN, ASSIGNMENT AND BELL OF
SALE AND ALL OTHER NECESSARY DOCUMENTS RELATED TO SUCH HATTER;
AND RESOLVING OTHER MATTERS INCIDENT AND RELATING s TO THE SUBJFCT
AND PURPUSE HEREOF
WHEREAS, legal title to certain land (the oFro �y e "
p ) upon whirli the Tarrant. County
Co((n{{��v*}��e77ntion ;enter (the "Convention Center") is erected rests in Tarrant County, Texas (the
"County lf)f and ..
WIIER.EAS, the County has a population of more than one million, has issued bands for
the PUTPOse of constructing the Convention Center, mod,is ogeratg the Convention Centel°;
WILIEREA S, the County, acting through its Commissioners Court, hereby tip ,S *l at the
Convention Center, which has been operated at a significan,- loss to and suhsic,..%d by the
County, is iii need of renovation and traprovement wL eh.would.o�better arcoihplished t y_ r,ale
to the City of Flirt Worth, 'Texas (the "City"), a home stile municipality with the ,py)�ve? tti
i,ondemn land through the process of eminent domain, and ;>r further
resort to the County'
tax funds and revenues; anal
WHEREAS, the County and City, through this concur- � u..��li�� .��, .. $ order of . 1*t
respective governing bodies, further find that a paanount ,� icl served
through the City's acquisition, renovation, improvement, ownersl
w :..yid ol�er=riots
of the Convention Center; and
WHEREAS, the purcha.;-2 price to be paid fcr the Convention _e, is not less than the
amount of the outstauding Bonds of the County issued for the purpose of constructing and
equipping the Convention Center; and
WHEREAS, the County and the City wish to ,authorize such transaction qnd the
execution and delivery of an Installment Sale Contract (Real Property), a sm.tbstaiitzal copy of
which is attached hereto (the "'Contract"), to accomplish the trawler-of the Convention Center
from the County to the City in accordance with the above-referenced findings and in accordance
with the provisions of Chapter 305 of the Texas Local Government Code (the "Act"); and
WHEREAS, the County and the Civ., wish to authorize and approve the negotiation ,and
execution of an agreement ("Personal Property Agreement"), to accomplish tine transfer c}f
certain nAac-hincry, equipment, fumiture and fixtures related to the Convention linter as more
particularly described in. Exhibit "B" to the Contract (the "Personal Property") from Ule County
M the City; and
WHEREAS, the terms of the Contract and all documents and instwments to be executed
in connectiop therewitb comply with the provisionts of the Act, including without limitatiol-I the
Provisions of Sections 305.014(b) and 305.015 thereof, and
WHEREAS, in accordance with Chapter 791 of the Texas Govermnent Code, the City
and County further wish to authorize and approve the negotiation anct execution of an Laterlocal
Cooperation Agreement("Management Agreement") to allow the County to temporarily manage
and operate the Convention Center for and at the expense of the City;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY '40UNCIL OF THE CITY
OF FORT WORTH, TEXAS:
NOW, THEREFORE, BE IT ORDERED BY THE CO
TA ALIT COUNTY, TEXAS: M-M- ISSIONERS COURT OF
Section L That all of the declarations and finding. contained in the preambles of this
Resolution and Order are hereby found, determined and declared to be true and correct, and are
made a part hereof and shall be fully effective as a part of the subject matter of this Resolution
and Order.
Section 2. That the sale of the Convention Center by the County to, and the purchase
of the Convention Center by, the City, as described and upon the terms and conditions set forth
in the Contract, including alt exhibits and schedules thereto, is hereby approved.
Section 3. :hat the City Manager, or his designee, and the County padge, or his
designee, are hereby respectively authorized to negotiate and execute a Personal Property
Agreement and Management Agreement such 10 are approved by e City District
in ' 1--MS as th and
Attorney's Offices, respectivel-, to accomplish the t yansfer o,f the Personal Property from the
CotintY to the City and govern the temporary management and operation of the Convention
Cr for the City by the County at the expense of the City.
�Section 4. That the City Manager, City Attorney ana City Secretary of the City and the
County Judge and County Clerk of the County, or their authorized design=, be, and each
hereby is, aut;iorized to execute and deliver the Contract and any and all ar men
e ce ts, deeds,
notes. deeds of trust, security agreedients, certificates, and other instruments and documents,
and to take all other actions, necessary or incidental to the sale of the Convention Center the
Per.,onal Property by the County and the purchase thereof by the City.
Section 5. That this Resolution a-rd Order may be executed in multiple counterparts, and
when duly passed by the City Council of the City of Fort Worth, Texas, and the Commissioners
Court of Tarrant County, Texas, and separate counterparts are duly executed by each of the City
and the County, this Resolution and Order sbRI1 be in full force and effect.
f 5� CQCIQM6. That it is officially found, determined, and declared that the meeting of the
C
it, Council of the City of Fort Worth, Texas and the meeting of the Commissioners Court of
Tarrant County, Texas at which this Resolution and Order are adopted were each open to the
public aw public notices of the time, place, and subjec! inatter of the public business to be
coax '(ierc 'Q
at 91-t meetings, including this
Reso!ution and (Jrder, wert;; giv-D, all as )-equired
by she provisions of Chapter 551 of the Texas Government Code, as amended.
PASSED, APPROVED AND.ADOPTED by the City Councii 0. 1 the City of Fort Worth
this 1997 Texas,
By:
Its:
(SEEM)
ATTEST:
City Secretary
City of Fort Worth, Texas
APPROVED AS T( �'-'ORM AND LEGALITY:
City AttorAiey
City of Fort Worth, Texas
APPROVED AND ORDERED BY tht; Commissioners "'.'ours of Tarrant County, Texas, this
1997.
County Judge, Tarrant County, Texas
ATTEST:
County Clerk and Ex-Officio
Clerk of the Commissioners Court
Tarrant County, Texas
(Cow.m. Court Seal)
THE STATE OF TEXAS
COUNTY OF TARRANT
CITY OF FORT WORT-11
1, Alice Church, City Secretary of the City of Fort Worth, Texas, do hereby certify:
That the above and foregoing is a tree and correct copy of a Resolution, duly
preseated, and passed by the City Council of the City of Fort Worth, Texas, at a regular inecting
held on 1997, as same appears of record in the Office of the
Secretary.
2. That said meeting was open to the public, and public not.-*Ce of the time, place and
purpose of said meeting wa3, givm. all as tequired by Chapter 551, Texas Goverrunent Code,
as amended.
WITINESS MY HAND and the Official Seal of the City of Fort Worth, Texas., this
day of 1997.
City SecretaTy,
City of Fort Worth, Texas
THE STATE OF TEXAS
COUNTY CA'- TARRANT
I, Suzanne :Henderson, County Clerk-and Ex-Offlzio Clerk of the Commissioners Court
of Tarrant County, Texas, do hereby certify:
L That the abovi; and foregoing is a tree and correct c"10 y of an Order, duly
,
presented and passed by the Conunissioners Court of Tan-ant County, Texas, at a regular
weeting held on 1997, as same appears in the Official Records of
the Commissioners Court.
2. That said meeting was open to the public, and public notice of the time, place and
purpose of said meeting was given, ali as required by Chapter 551, Texts Government Code,
as amended.
WITNESS MY HAND and the Official Seal of the Commissioners Court of Tarrant
County, Texas, this day of 1997.
County Clerk and Ex-Officio Clerk
of the Commission-!rs Court
Tarrant County, Texas
EXROAl. ttelY
Pa ment Schedule
kow,ment Date Principal �tere�t at€� _ Pay tent
Red ucd-)—, (Per Annum)
8/1997
5/1998 -- -- 9 ,999.60
02/15/1999 _- , 99,999.73
8/151 11999 - _- ---- 99,999.73
02/15/2000 -_ -- 99,99973
8/15/2000 355,440.03 4.400% 621,282-50
02115/2001 -- __ s 258,472,50
8/15/2(D01 375,000.00 4.50015 w 633,472-50
02/15/2002 _ ...�.� 250,035.013
8/1512002 390,OOC.00 4.600% 640,035.00
02/1.5/2003 -- ' -- 241,065.00
8/15/2003 405,000.00 4.700% 646,065.00
1'2/15/2004 _- __ 231,547.50
811-112004 425,000.00 4.800 # 656,547.5-0,
02,115/2005 -- -- 2.21,347.53
8115x2005 445,000.00 4.90301 � E66,3 t7.St3
02/15/21306 _ -- -- 210,445.00
8115/2006 470,000.00 ;1.01301 680,445.00'
02/1512007 -._ -_ { 1°8,{95,£34
811512007 490,000.00 5-100% �1-M--688,695.00
02/1512008 -- -•9 1 X46,200.04
8/15/2448 515,400.00 5,200 ' 701,200.{30
02115/2009 -- _- _ 172,810.00
8/15/2009 545,000.00 5.30017c 717,810.00
0:2115/2010 f -- __�,._.� 158,367.50
Payment Date Principal Interest Pate � yr a .
Reduction ftr Annum)
8/1512010 575,000.00 5.400% r' x,,367.50
02/1512011 __ _ 142,698.75
8/15/2011 605,OW.00 5.500°l 747,6 3.75
1107-11,512012 __ -- 126,061.25
815/2012 635,000.00 5.550% 761.,061.25
02/15/2013 — - 108,`?81.25
8/!5/2013 _675,000.000 5.600% 783,281.25 '
02/15/2014 -- 89,?3.2.50
8/1.5/2014 710,000.00 5.700% 799,212.50
02/15/2015 -- - 6f ,9 77,50
8/15/Z015 750,000.00 5.750% 818,977.50
02/1512+016 -- -- 47,415.CIO
8/15/27016 795,000.00 5,800% 842,415.0
02/1512017 -_ _ 24,360.
8/15/?�}17 840, 00.()0 5.3.50% -..�..�:_.. 8+54,360.00
Total 10,000 000.00 1ti, 38,263.79
DECREA,""1-4G 1-HE
000.00 TO 1HE GLNEPUkl, F-17N ANL
AN ORDR41,NCE Aj>PROjRjATT.,4(-T $5.1,
LrNT.ESSER`,-'ED, 4UNDESIGNATED ;'s1:NE PAD BALANCE BY THE SAIME "-V0U'N-, T T OR ME
PURPOSE OF PROVIDING3 FOR TTiF PURCHASE OF -TM 'FARR-,'NT COUP'TV CON-VEN—1
CENTER AND ASSOCIA-TED PROPERTIES. -ROVIDUN-G FOR A SE�'ERABILMfCLAIJSE, MAKTNO 71111S',
ORDINANCE 0 -G ALL PRIOR ()RDINANCES 1"N'
�r�,jU-LA7nVE OF pRjop ORDINANCFS AIND REPEA- LIN
CUNTUCT HEREW-711-,A'ND PRONqD G AN EFFE-k--1!V`H- DA"FE.
BE IT ORDAINrED BY THE CITY COUTNCD OF'!HE CITY Of F CURT-W'0RTH,TEXAfS'
SEC`:MONN, I-
aj d to tj-�� varjous �,Ity depart m- cr,,�S fe-, the
I'hat in addition to &-se amounts locate e Fiscal Yew 1997-98 and m talc Budg-et Of Ci
lecreasing die
neral Ftind, irl the amL -it of S52,003.00; thereby t
Manager, �opj 3us in the t-in nu
,er, there s�,-�jj also be increasel app tau.
unreserved,undesignate-d FiLrid balance by the same arnount for the purpose of pro vtdi-ng�anding for the purchase of th-Tan-ant C -Ity
Convention Center and associated properties.
SECTION 2,
That should any V�-,Iion, section or part of a section of this ordinant-,,e be declared invalid,inaperati,;e or void for any reason by L COW Of
competent jurisdiction.such decisiorL opinion or judgement shall in no waY irnpair the remaining portions,sections,Or P=u of sections of
this ordinanc�,which said rcmining provisions shall be and remain in ful"force and effe,t-
SEC DO11-i 3.
That dus ordinance shall be cumulative o Ordinance No. 13111 and all other ardii,-xces and appropr,`vdaihs arise-ndine-t'tl.e same except in
h ch
such other mdinancts and appropmtIoM, in -%v i,
those instances where thr provisions of this ordinance are in direct conffict vAth
instance said contacting pro-visions of said prior ordinances alizarpropnations are hereby expressly repea!e&
SECTION 4-
afte h o its passage,and L so ed
This ordinance shall take effect and be in full force and effect and rt -"ate of it
APP i',TD AS TO FORM AND Lr-.*GALnY:
AssistaLt City Aitorney
�7
Date
.Wopted