HomeMy WebLinkAboutContract 42051CITY SECREtARY
CONTRACT N
CONTRACT OF SA ,E AND PURCHASE
(Sale by City of Fort Worth to M. tavid Tillman,
2-o.�
PS)
THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into
by and between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of
the State of Texas, acting by and through its duly authorized City Manager or Assistant City
Manager ("Seller") and M. David Tillman, DDS, ("Purchaser") as of the date on which this
Contract is executed by the last to sign of Seller and Purchaser ("Effective Date").
RECITALS
1. Seller is the owner of a parcel of land out of Lot 1-A, of E. E. Chase Subdivision of
Block 1 / 13 Fields Welch Addition, according to the plat thereof recorded in Volume 3 8 8-
92, Page 20, Plat Records of Tarrant County, Texas, City of Fort Worth, Tarrant County,
Texas, together with any easements, rights -of -way, licenses, interests, benefits, privileges
and rights appurtenant thereto (collectively, the "Property"), as shown and more
particularly described on the attached Exhibit "A", incorporated herein for all purposes.
2. Seller desires to sell the Property for fair market value and Purchaser desires to acquire the
Property for development as a dental office and two condominiums.
3. Seller will convey the Property through direct sale in accordance with Section 272.001
(b) (6) of the Texas Local Government Code.
AGREEMENT
In consideration of the mutual covenants, representations, warranties and agreements
contained herein, and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Seller and Purchaser agree as follows:
Section 1. Agreement of Sale and Purchase.
(a) Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to
purchase and accept the Property from Seller, for the purchase price (as defined below), subject
to the terms and conditions set forth in this Contract.
(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 (as defined below in Section 3) and the survey (as defined below) that are not
cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances") and
any express reservations described herein. - -
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, T *.
City of Fort Worth's Sale to M. David Tillman, DDS
Page 1 of 18
Rev. 4/15/11
(c) In Seller's conveyance of the Property to Purchaser, the following rights and
interests shall be reserved to Seller (or have previously been reserved by Seller's predecessor in
title), and such reservation is hereby approved for all purposes: all right, title, and interest in and
to all oil, gas, and other minerals in and under the Property, if any. Seller waives and conveys to
Purchaser the right of ingress and egress to and from the surface of the Property relating to the
portion of the mineral estate owned by Seller.
Section 2. Purchase Price and Earnest Money.
(a) Contemporaneously with the execution of this Contract, Purchaser hereby delivers
to Seller the amount of Fifty and 00/100 Dollars ($50.00) ("Independent Contract
Consideration") which amount the parties bargained for and agreed to as consideration for
Seller's execution and delivery of this Contract. This Independent Contract Consideration is in
addition to and independent of any other consideration or payment provided for in this Contract,
is nonrefundable, and shall be retained by Seller notwithstanding any other provision of this
Contract.
(b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to
Seller at closing (defined below), is Two Hundred Fifty Two Thousand and 00/100 Dollars
($252,000.00). Seller has determined that the Purchase Price reflects the current fair market
value of the Property.
(c) Within five (5) days after the execution of this Contract by Seller and Purchaser,
Seller shall deliver to the title company (as defined below) the amount of Twenty Five Thousand
and 00/100 Dollars ($25,000.00) ("Earnest Money' ), which Purchaser has previously delivered
to Seller The Earnest Money shall secure Purchaser's performance of its closing obligations
stated in this Contract. Title company shall hold the Earnest Money in escrow and deliver it in
accordance with the provisions of this Contract.
Section 3. Title Commitment and Survey.
(a) Within thirty (30) days after the Effective Date, Purchaser may obtain at
Purchaser's sole cost and expense (i) a Commitment for Title Insurance and Title Policy ("Title
Commitment") from the Title Company of Purchaser's choice ("Title Company"), setting forth
the status of the title of the Property and showing all Encumbrances and other matters, if any,
relating to the Property; and (ii) a legible copy of all documents referred to in the Title
Commitment, including but not limited to, plats, reservations, restrictions, and easements.
(b) Purchaser shall, at its sole cost and expense, obtain a survey ("Survey") of the
Property.
City of Fort Worth's Sale to M. David Tillman, DDS
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(c) if the Title Commitment or Survey discloses anyEncumbrances or ocher matters
t +at are not acceptable to Purchaser in Purchaser's sole discretion, then Purchaser shall give
Seller written notice thereof within fifteen (15) days after receipt of the e Commitment and.
a_ documents referred to in the Title Commitment, specifying ?urchaser's objections
(' I bj ecti ons"), if any. If Purchaser gives such notice to Seller, Seller shall use its best efforts to
cure the Objections, but shall be under no obligation to do so.
(d) If Purchaser gives notice of S bj ections and Seller does not cure the ?bj ections,
cause the Title Commitment to be amended to give effect to matters that are cured, and give
Purchaser written notice thereof within the fifteen (15) day period following receipt of the notice
from Purchaser ("Cure Period"), Purchaser shall have the right either (i) to terminate this
Contract by giving written notice thereof to Seller at any time after the expiration of such Cure
Period, and upon such termination, Purchaser shall be entitled to the return of the Earnest Money
and neither party hereto shall have any further rights or obligations; or (ii) to waive the
Objections and consummate the purchase of the Property subject to tyle Objections which shall
be deemed to be Permitted Kncumbrances. i\ otwithstandin g the foregoing sentence, if Seler has
commenced curing the Objections and is diligently prosecuting the same, as determined by
Purchaser in Purchaser's sole discretion, thenPurchaser in Purchaser's sole discretion may extend
the Cure Period for an amount of time Purchaser deems necessary for Seller to cure the same.
S ectio 4. R eVfiew Rerc o fl e Seller shall deliver to Purchaser without recourse or
warranty any environmental or engineering reports and studies in Seller' s possession concerning
the Property ("Reports") within five (5) days after the Effective Date.
Seotil n S. Ren °eserttatfons® V zrrEntfies4 "AS IS"
(a) EXCETT AS EXPRESSLY STATED I.I T THIS AGREEMENT] , HIJRCELASER
ACKNOWLEDGES ANTI AG !' ES THAT SELLER r 3 AS NOT MADE, II ES NOT
TEACE AN SPECIFICALLY NEGATES AND DITSCLAIMS ANY
REPRESENTATIONS, ,Q\ ARRANTEES, PRMISES, CtVEN ANTS, AG,L_H;MENTS
G JA AIV l L F S OF ANY K J 1N 1 OR CIRlARACT IK ` WEATSO HINER, WLL-! fl1± IktR
E :P ' SS OR IMPLIED, I °'' :.1(OR WIR7TTEN, P ST, PRESENT HUT, ''- . • , 7 9
AS, To CONCERNING OR ' I T . RES HP T T (A) THE VAI E, ATL ICE,
UAL . l 1 R C T IDLTI : N F T ;`HUE PR P lRTY I CE DING, WIT HI• T
aL' 1 Iri 11AT_O9 E VIACE E Icy SOM ND GE 1 9 (1) THE I O K j i-i
1 }ER ; VIE n FROM TEE l rw PROPERTY, PEI TY, (C) THE SULTABELALTYY OF THE PR PEATY
FtR ANY AND ALL ACTINIC ES AND USES WWCH 1 ' RC ASEMAY CON II)!TCT
(D) T d COMPLIANCE F 1. 13Y THE PRE - .: 717 OR ITS
OPE = 'A`l; ON WITH ANY LAWS, y . UL K S, : is 3H NANCI S L EG r E W, T_ONS OF
ANY APPLTCABL GOVERN -MENTAL AL THORITY OR TYT, (E) TEE
J
HABITABILITY, F(ERCHANTABI ITY, MAR H T ABILITY, PR ii�1TTABILITY OR
JeliTNESS F' , R A PARTICULAR ; P U 'POSE OF T HIE PR 2 Ib RTY, (F) THE MANTEL
R UAEITY F THE CONSTRUCTION UCTION MATERIALS, !ALS, IF ANY,
RATE t INTO THE ?RICER ITY, CC) TH H: MANN RR, QUALITY, STATE, OF
REPAIR OR LACK OF REPAIR OF THE 'PR 4P KRTY, )R (H) AI\ Y THER MATT IK R
WITH RES ECT TI THE PROPERTY, I‘ 7 SPECIFICALLY, 'TEAT SELLER HAS
INC
P
City of Fort Wortle s Salle to M. David TWWW an, D D) S
-Page 3 of 18
Rev. 4/15/11
NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY
REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS,
ORDERS OF REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE
U. S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R.,
PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY, OF
ANY HAZARDOUS SUBSTANCE, AS DEFINED BY THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980,
AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT HAVING BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, PURCHASER IS
RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT
ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. AS A
MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER
AND PURCHASER AGREE THAT PURCHASER IS TAKING THE PROPERTY "AS
IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS
NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT FO1CA PARTICULAR
PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING UPON
ANY REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON -ASSERTIONS BY
THE SELLER WITH RESPECT TO THE PROPERTY CONDITION, BUT IS RELYING
SOLELY UPON ITS EXAMINATION OF THE PROPERTY. PURCHASER TAKES
THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES (EXCEPT FOR LIMITED WARRANTIES OF
TITLE SET FORTH IN THE CLOSING DOCUMENTS). UPON CONVEYANCE, AS
BETWEEN SELLER AND PURCHASER, THE RISK OF LIABILITY OR EXPENSE
FOR ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, EVEN IF
ARISING FROM EVENTS BEFORE CLOSING, WILL BE THE SOLE
RESPONSIBILITY OF PURCHASER, REGARDLESS OF WHETHER THE
ENVIRONMENTAL PROBLEMS WERE KNOWN OR UNKNOWN AT CLOSING.
PURCHASER RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL
PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS THE
RESULT OF SELLER'S OWN NEGLIGENCE OR THE NEGLIGENCE OF SELLER'S
REPRESENTATIVES, BUT NOT ANY WILLFUL ACTS OR OMISSIONS OR GROSS
NEGLIGENCE OF SELLER OR SELLER'S REPRESENTATIVES. PURCHASER
RELEASES SELLER FROM ANY LIABILITY FOR ENVIRONMENTAL PROBLEMS
OR CONDITIONS AFFECTING THE PROPERTY ARISING AS A RESULT OF
THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR UNDER NEW
LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER CONVEYANCE
DATE THAT WOULD OTHERWISE IMPOSE ON SELLER IN THIS TYPE OF
TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR
CONDITIONS AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION
SHALL SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE
PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT
THAT ALL OF THE PROPERTY IS SOLD BY SELLER AND PURCHASED BY
PURCHASER SUBJECT TO THE FOREGOING. PURCHASER ACKNOWLEDGES
City of Fort Worth's Sale to M. David Tillman, DDS
Page 4 of 18
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AND ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE
HEREOF.
b. The provisions of Section 5(a) shall be incorporated into the Deed.
c. The provisions of Section 5(a) shall survive the closing (as defined below).
Section 6. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to
go on to the Property, to make inspections surveys, test borings, soil analyses, and other tests,
studies and surveys, including without limitation, environmental and engineering tests, borings,
analyses, site assessments and studies ("Tests"). Any Tests shall be conducted at Purchaser's
sole risk and expense and Purchaser agrees to indemnify and defend Seller and the Property from
any liens and claims resulting from such Tests. The Property will be restored by Purchaser to its
original condition at Purchaser's sole expense following any site work. 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 by Purchaser without warranty as to their
accuracy or completeness.
Section 7. Closing Contingencies.
(a) The closing ("Closing") of the sale of the Property by Seller to Purchaser shall
occur through the office of the Title Company no more than (15) days after the satisfaction of the
following contingencies to Closing ("Closing Contingencies '), but not later than September 8,
2011, The Closing Contingencies are as follows:
(1) Any easements conveyed to the City will be at no cost to the City.
(2) The Property shall be replotted at Purchaser's sole expense.
(b) Purchaser agrees to pursue the approvals and agreements described in the Closing
Contingencies above with reasonable diligence. Seller agrees to cooperate fully with Purchaser
in connection with Purchaser's pursuit of the above approvals.
(c) If any Closing Contingencies are not satisfied to Purchaser's satisfaction on or
before August 25, 2011, then Purchaser may terminate this Contract, and upon the termination,
the Earnest Money and any interest earned shall be returned to Purchaser and neither party will
have any further rights or obligations hereunder, however, the Closing may be extended if the
Closing Contingencies are not satisfied if agreed to in writing by the parties.
Section 8. Closing. Closing shall occur on or after July 28, 2011, but not later than
September 8, 2011.
City of Fort Worth's Sale to M. David Tillman, DDS
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(a) At the Closing, all of the following shall occur, all of which are deemed
concurrent conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be
delivered to Purchaser the following:
(i) A Special Warranty Deed ("Deed"), fully executed and
acknowledged by Seller, conveying to Purchaser good and indefeasible fee
simple title to the Property subject only to the Peituitted Encumbrances,
with the precise foiinn of the Deed being attached hereto as Exhibit "B";
(ii) Any other instrument or document necessary for Title Company to
issue the Owner Policy.
(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 such
other means of funding acceptable to Seller, in an amount equal to the Purchase
Price, adjusted for closing costs and prorations. The Earnest Money shall be
applied to the Purchase Price at Closing.
(3) The Title Company shall issue to Purchaser, at Purchaser's sole cost and
expense, a Texas 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 Peuunitted Encumbrances.
(4) Seller and Purchaser shall each pay their respective attorneys' fees.
(5) Except as otherwise provided herein, all costs and expenses in connection
with Closing shall be paid or borne by Purchaser including without limitation,
Title Company attorney and escrow or settlement fees, costs of tax certificates,
survey costs, and title insurance policy costs.
(b) Purchaser is responsible for all ad valorem and similar taxes and assessments, if
any, attributable to periods of time on and after Closing Seller is responsible for all ad valorem
and similar taxes and assessments, if any, attributable to periods of time prior to the Closing.
The provisions of this Section 8(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser free and clear of all tenancies of every kind.
City of Fort Worth's Sale to M. David Tillman, DDS
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Section 9. Agents. Seller and Purchaser each represent and warrant to the other that it
has not engaged the services of any agent, broker, or other similar party in connection with this
transaction
Section 10 Closing Documents No later than fifteen (15) days prior to the Closing,
Seller shall deliver to Purchaser a copy of the Special Warranty Deed, which is subject to
Purchaser s reasonable right of approval, provided, however, that the Special Warranty Deed
must substantially confoini with that in Exhibit "B".
Section 11. 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 Dosing), (iii)
placed in the United States mail, return receipt requested, addressed to such party at the address
specified below, (iv) deposited into the custody of Federal Express Corporation to be sent by
FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed
to the party at the address specified below, or (v) telecopied to the party at the telecopy number
listed below, provided that the transmission is confirmed by telephone on the date of the
transmission.
(b) The address of Seller under this Contract is:
(c)
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Housing and Economic Development
Katherine Davenport
Telephone 817-392-7923
Fax (817) 392-7328
The address of Purchaser under
M. David Tillman, DDS
747 8th Avenue, Suite C
Fort Worth, Texas 76104
Telephone (817) 332-9303
Fax: (817) 332-6559
With a copy to:
Leann Guzman
City Attorney's Office
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
(817) 392-8973
Fax (817) 392-8359
this Contract is:
With a copy to
Steven M Smith
Broude, Smith & Jennings, P.C.
309 W. 7th St, Ste 1100
Fort Worth, Texas 76102
Telephone: 817 -3 3 5 -1615
Fax: 817-335-1603
(d) From time to time either party may designate another address or telecopy number
under this Contract by giving the other party advance written notice of the change.
City of Fort Worth's Sale to M. David Tillman, DDS
Page 7 of 18
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Section 12. Termination, Default, and Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant
to this Contract at the Closing for any reason other than termination of this Contract by Purchaser
pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to
perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive
remedy, shall have the right to teinuinate this Contract by giving written notice thereof to
Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights
or obligations hereunder. and Title Company shall deliver the Earnest Money to Seller as
liquidated damages, free of any claims by Purchaser or any other person with respect thereto. It
is agreed that the Earnest Money to which the Seller is entitled hereunder is a reasonable forecast
of just compensation for the harm that would be caused by Purchaser's breach and that the harm
that would be caused by such breach is one that is incapable or very difficult of accurate
estimation, and that the payment of these sums upon such breach shall constitute full satisfaction
of Purchaser's obligations hereunder.
(b) If Seller fails or refuses to consummate the sale of the Property pursuant to this
Contract at Closing or 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 terminate this
Contract by giving written notice thereof to Seller prior to or at the Closmg whereupon the
Earnest Money shall be returned to Purchaser and neither party hereto shall have any further
rights or obligations hereunder.
Section 13. 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 14. Assigns. This Contract inures to the benefit of and is binding on the parties
and their respective legal representatives, successors, and assigns. Purchaser may assign its
rights and obligations under this Contract to an entity owned or controlled by Purchaser. Any
other attempted assignment shall be void.
Section 15. Time of the Essence. It is expressly agreed that time is of the essence
with respect to this Contract.
Section 16. 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 whereupon the Earnest Money shall be returned
to Purchaser, 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.
City of Fort Worth's Sale to M. David Tillman, DDS
Page 8 of 18
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Section 17. Governing Law. This Contract shall be governed by and construed in
accordance with the laws of the State of Texas.
Section 18. Performance of Contract. The obligations under the terms of the
Contract are performable in Tarrant County, Texas, and any and all payments under the terms of
the Contract are to be made in Tarrant County, Texas.
Section 19. Venue. Venue of any action brought under this Contract shall be in Tarrant
County, Texas if venue is legally proper in that county.
Section 20. Severability. If any provision of this Contract is held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not
affect any other provision, and this Contract will be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
Section 21. Business Days. If the Closing or the day for pedal" lance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday for the City of Fort
Worth or federal holiday, then the Closing or the day for such performance, as the case may be,
shall be the next following regular business day.
Section 22. Multiple Counterparts. This Contract may be executed in any number of
identical counterparts If so executed, each of such counterparts is to be deemed an original for
all purposes, and all such counterparts shall, collectively, constitute one agreement, but, in
making proof of this Contract, it shall not be necessary to produce or account for more than one
such counterpart.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
City of Fort Worth's Sale to M. David Tillman, DDS
Page 9 of 18
Rev. 4/15/11
This Contract is executed as of the Effective Date.
SELLER: CITY OF FORT WORTH, TEXAS
By:
I: II ins, Assistant City Manager
a.n l±
Date: 1
Attest
Marty Hendrix
City Secretary
tl
Approved as to Legality and Form
h/WiCS—
saistant City Attoey
PURCHASER:
M. David Tillman, DDS
Date: LA t 5 1\\
City of Fort Worth's Sale to M. David Tillman, DDS
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
NO MAC REQUIRED
-n- na- - -sr - t-e C C =aC+r
Page 10 of 18
Rev. 4/15/11
ledges receipt of the Earnest Money
� execution below, Title Company acl�o�v �its other
,.7y its ewe
in agrees to hold and deliver the same and perform described this Contrast and agree
duties pursuant
to the provisions of this Contract.
TITLE COMPANY:
REPUBLIC IC TITLE 0 FORT W • RTH
A
Name:
7141:
Al L
Title: . 51:Fir
Date 7. 24 ' �r
Phone 817-810-1002
Fax Si 6,5-nrit oo 0 13
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
City of Fort Worth's Sale to M. David Tillman, DDS
Page 11 of 18
Rev. 4/15/11
EXHIBIT "A"
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City of Fort Worth's Sale to M. David Tillman, DDS
EXHIBIT "B"
FORM OF SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
DATE• , 2011
GRANTOR: City of Fort Worth
GRANTOR'S MAILING ADDRESS:
1000 Throckmorton
Fort Worth, Tarrant County, Texas 76102
GRANTEE: M. David Tillman, DDS
GRANTEE'S MAILING ADDRESS:
747 8th Avenue, Suite C
Fort Worth, Tarrant County, Texas 76104
CONSIDERATION: Ten Dollars and and other good and valuable consideration.
PROPERTY (including any improvements):
See attached Exhibit "A", attached hereto and incorporated herein for all purposes
RESERVATIONS FROM CONVEYANCE*
For Grantor and Grantor's heirs, successors, and assigns forever, a reservation of all
oil, gas, and other minerals in and under and that may be produced from the Property,
however Grantor hereby waives any and all rights to conduct drilling, mining,
exploratory and producing operations on the surface of the Property or to construct
houses, pits, tanks pipelines, compressors or similar structures thereon. If the
mineral estate is subject to existing production or an existing lease, this reservation
includes the production, the lease, and all benefits from it, provided that the lessee
under such existing lease waives all rights conduct drilling, mining, exploratory and
producing operations on the surface of the Property or to construct houses, pits, tanks,
pipelines compressors or similar structures thereon The right to produce the oil, gas,
hydrocarbons and any other minerals under the Property shall be exercised by
conducting all such exploring, mining, drilling and producing operations on lands
other than the Property.
City of Fort Worth's Sale to M. David Tillman, DDS
EXCEPTIONS TO CONVEYANCE AND WARRANTY:,
This conveyance is given and accepted subject to the matters set forth on Exhibit
"B" attached hereto.
GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS NOT
MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER
WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN,
PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH
RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL,
AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE
PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D)
THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH
ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY
APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE
HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE
MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY,
INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY,
STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR (H)
EXCEPT FOR THE WARRANTY OF TITLE IN THIS DEED, ANY OTHER
MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, THAT
GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH
ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS,
RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING SOLID
WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION
AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR
EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS SUBSTANCE,
AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND
REGULATIONS PROMULGATED THEREUNDER GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY, GRANTEE IS RELYING
SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON
ANY INFORMATION PROVIDED OR TO BE PROVIDED BY GRANTOR. AS
A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT,
GRANTOR AND GRANTEE AGREE THAT GRANTEE IS TAKING THE
PROPERTY "AS IS WITH ALL FAULTS" BASIS WITH ANY AND ALL
LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY
GRANTOR THAT THE PROPERTY IS FIT FOR A PARTICULAR PURPOSE.
City of Fort Worth's Sale to M. David Tillman, DDS
GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON -ASSERTIONS
BY THE GRANTOR WITH RESPECT TO THE PROPERTY CONDITION, BUT
IS RELYING SOLELY UPON ITS EXAMINATION OF THE PROPERTY.
GRANTEE TAKES THE PROPERTY UNDER THE EXPRESS
UNDERSTANDING THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
(EXCEPT FOR LIMITED WARRANTIES OF TITLE SET FORTH IN THE
CLOSING DOCUMENTS). AFTER CLOSING, AS BETWEEN GRANTEE AND
GRANTOR, THE RISK OF LIABILITY OR EXPENSE FOR ENVIRONMENTAL
PROBLEMS, EVEN IF ARISING FROM EVENTS BEFORE CLOSING, WILL
BE THE SOLE RESPONSIBILITY OF GRANTEE, REGARDLESS OF
WHETHER THE ENVIRONMENTAL PROBLEMS WERE KNOWN OR
UNKNOWN AT CLOSING. ONCE CLOSING HAS OCCURRED, GRANTEE
RELEASES GRANTOR FROM LIABILITY FOR ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY, INCLUDING, BUT NOT LIMITED
TO, UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT (CERCLA), THE RESOURCE
CONSERVATION AND RECOVERY ACT (RCRA), THE TEXAS SOLID
WASTE DISPOSAL ACT OR THE TEXAS WATER CODE. GRANTEE
RELEASES GRANTOR FROM ANY LIABILITY FOR ENVIRONMENTAL
PROBLEMS OR CONDITIONS AFFECTING THE PROPERTY ARISING AS
THE RESULT OF GRANTOR'S OWN NEGLIGENCE OR THE NEGLIGENCE
OF GRANTOR'S REPRESENTATIVES. GRANTEE RELEASES GRANTOR
FROM ANY LIABILITY FROM ANY AND ALL PRESENT OR FUTURE
CLAIMS OR DEMANDS AND ANY AND ALL DAMAGES, LOSS, INJURY,
LIABILITY CLAIMS OR COSTS, INCLUDING FINES, PENALTIES AND
JUDGMENTS AND ATTORNEYS FEES ARISING FROM OR IN ANY WAY
RELATED TO THE CONDITION OF THE PROPERTY ARISING AS A
RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT
LIABILITY, OR UNDER NEW LAWS OR CHANGES TO EXISTING LAWS
ENACTED AFTER THE EFFECTIVE DATE OF THIS DEED THAT WOULD
OTHERWISE IMPOSE ON GRANTOR IN THIS TYPE OF TRANSACTION
NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS OR CONDITIONS
AFFECTING THE PROPERTY. PROVISIONS OF THIS SECTION SHALL
SURVIVE THE CLOSING. IT IS UNDERSTOOD AND AGREED THAT THE
PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO
REFLECT THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND
PURCHASED BY GRANTEE SUBJECT TO THE FOREGOING GRANTEE
ACKNOWLEDGES AND ACCEPTS ALL THE TERMS AND PROVISIONS BY
HIS ACCEPTANCE HEREOF.
Grantor, for the Consideration and subject to the Reservations from Conveyance
and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee
the Property, together with all and singular the rights and appurtenances thereto in any
City of Fort Worth's Sale to M. David Tillman, DDS
way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and
assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and
forever defend all and singular the Property to Grantee and Grantee's heirs, successors,
and assigns against every person whomsoever lawfully claiming or to claim the same or
any part thereof when the claim is by, through, or under Grantor but not otherwise, except
as to the Reservations from Conveyance and the Exceptions to Conveyance and
Warranty.
When the context requires, singular nouns and pronouns include the plural.
GRANTOR
CITY OF FORT WORTH Approved as to Form and Legality
Assistant City Manager Assistant City Attorney
After Recording Please send to:
M. David Tillman, DDS
747 8th Avenue, Suite C
Fort Worth, Tarrant County, Texas 76104
GRANTEE:
M. DAVID TILLMAN, DDS
City of Fort Worth's Sale to M. David Tillman, DDS
THE STATE OF TEXAS
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as the act
and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant
County, Texas, for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICF, this day of
,2011.
Notary Public
THE STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority, on this day personally appeared
, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that the same is the act of
, a Texas , and that he/she executed the
same as its and as the act of such and for the
purposes and considerations expressed in the foregoing instrument.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
,2011.
Notary Public
City of Fort Worth's Sale to M. David Tillman, DDS