HomeMy WebLinkAboutContract 42809 (2) CITY SECRETARY
CONTRACT NO.. " �)CA ,
CONTRACT FOR SALE AND PURCHASF OF
UNIMPROVED REAL PROPER;Q.,
THIS CONTRACT FOR SALE AND PURCHASE uF UNIMPROVED REAL
PROPERTY (the "Contract") is made and entered into by and between SK HIGHLAND
MEADOWS, L.P., a Texas limited partnership (the "Seller"), and THE CITY OF FORT
WORTH, TEXAS a Home-Rule Municipality duly organized and operating under the
Constitution and the laws of the State of Texas, Texas (the "Purchaser").
WITNESSETH:
WHEREAS, Seller is the owner of that certain approximately 75.732 acres of land
located in Fort Worth, Tarrant County, Texas, as shown on the survey thereof dated February 21,
2005 (the "Existing Survey"), prepared by Johnny D.L. Williams, Registered Professional Land
Surveyor Texas Registration No. 4818, a copy of which is attached hereto as Exhibit "A"
attached hereto and made a part hereof for all purposes (the "Land");and
WHEREAS, Purchaser is desirous of purchasing the Land and Seller is agreeable to such
sale and to selling the Land to Purchaser,upon the following conditions and agreements.
NOW, THEREFORE, in consideration of the foregoing premises and the respective
undertakings of the parties hereinafter set forth, the receipt and sufficiency of which
consideration are hereby acknowledged, it is hereby agreed as follows:
1. Purchase and Sale of the Land. Seller shall sell the Land to Purchaser, and
Purchaser shall purchase from Seller, the Land, together with any and all right, title and interest
of Seller, if any, in and to the rights and appurtenances pertaining to the Land including, without
limitation, any and all mineral interests and riparian rights ; 1 .eller, (collectively, the
"Property"), but not any other property owned by Seller which i t to the Land, for FOUR
MILLION, NINE HUNDRED SEVENTY THOUSAN" J NO/100 DOLLARS
($4,970,000.00) (the "Purchase Price") which shall be paid in i.. form of cash or by other
evidence of good funds acceptable to the Title Company for immediate disbursement at Closing
(hereinafter defined in Paragraph 7).
2. Conveyance of Property. Subject to the terms hereof, Seller hereby agrees to
convey good and indefeasible fee simple title to the Property to Purchaser at the Closing, free
and clear of any and all liens, encumbrances, conditions, easements, assessments and restrictions,
except for the lien for current taxes not yet due and payable and the Permitted Exceptions
(hereinafter defined in Paragraph 5). Except as expressly set forth herein, any and all liens
secured by the Property will be released (both in fact and of record) on or prior to the Closing
Date (hereinafter defined in Paragraph 7), and the only liens existing following Closing will be
the liens placed upon the Property by Purchaser in accordance with its purchase of same, if any,
and the liens for current taxes not yet due and payable.
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01 OFFICIAL RECORD
JADOCS\6 Clients\6060-Kim Gilll,023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doc CITY SECRETARY
FT. WORTH, TX
3. Earnest Money. On the next business day following Purchaser's execution
hereof, Purchaser shall deliver to Alamo Title Company, 2900 Se::'h Hulen St., Ste. 30, Fort
Worth, TX 76109, Attention: Lavonne S. Keith, Direct Phone No. (u 17) 921-1215, Main Phone
No.: (817) 370-7393 (ext. 227), Fax No.: (817) 370-6131, email. i-,r,,,,,',)ie.keith@alaniotitle.com
(the "Title Company" or "Escrow Agent") earnest money (the "I st Money"), in the amount
of Ten Thousand and No/100 Dollars ($10,000.00). All Earnest Money delivered by Purchaser
to the Title Company shall be immediately deposited in an interest bearing account, with all
interest earned thereon to become a part of the Earnest Money. In the event Purchaser fails to
timely deposit any portion of the Earnest Money or should any check representing any portion of
the Earnest Money not be supported by good funds, as and when required, same shall constitute a
default by Purchaser hereunder. At the Closing, the Earnest Money shall be credited to the
Purchase Price. Notwithstanding anything seemingly to the contrary contained herein, a portion
of the Earnest Money, in the amount of Fifty and No/100 Dollars ($50.00), shall be non-
refundable to Purchaser and shall be distributed to Seller at Closing or any termination of this
Contract as full payment and independent consideration (the "Independent Consideration") for
Seller's execution of this Contract.
4. Deliveries. The parties shall deliver or obtain the following items, as indicated:
(a) Seller has delivered to Purchaser the following:
(i) The Existing Survey;
(ii) That certain Phase I Property Site Assessment applicable to the Land (and
certain land adjacent thereto) dated July 20, 2004, prepared by Pinnacle Environmental;
provided, however, that Seller makes no representation as to the accuracy or
completeness of said assessment but does represent that such assessment is the only
environmental report applicable to the Land that it has in its possession;
(iii) TXDoT Permit NO. 10-SC-166-11 authorizi. : ttie construction of a public
access street onto FM 156(the "TXDoT Permit"); and
(iv) A current soils report applicable to any ana all soil that Seller intends to
use for the Drainage Work (hereinafter defined in Paragraph 6(b) hereof, including but
not limited to the soil from certain adjacent property (the "Adjacent Property"); and
(v) A copy of the existing surface waiver agreement affecting the Land.
(b) Purchaser shall obtain the following at its sole cost and expense:
0) a current commitment for title insurance dated not earlier than the date of
the Contract (the "Commitment") issued by the Title Company, covering the Land,
together with true, legible (to the extent available from the Tarrant County Clerk's
Office) and complete copies of all documents referred to therein as exceptions, together
with current tax certificates applicable to the Land from all applicable taxing authorities;
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(ii) An updated and recertified version of the Existing Survey (the "Survey")
which shall (i) be certified to Purchaser, Seller and the Title Company, (ii) reflect the
actual dimensions of and the total number of square feet witbirr the Property, (iii) identify
any rights-of-way, easements, or other Encumbrancl- . reference to applicable
recording data, and (iv) include the Surveyor's registered : t s :r and seal, the date of the
Survey; and
(iii) One (1) or more environmental site assessments with respect to the Land
and the Adjacent Property.
5. Title Review Period. Purchaser shall have until January 20, 2012 (the "Objection
Period") in which to approve, disapprove of or object to, any title items or matters. If, during the
Objection Period, Purchaser shall fail to give written notice to Seller of any such item(s) or
matter(s) which Purchaser objects to, Purchaser shall have waived its rights to object to any such
items or matters. Those items or matters not objected to (or waived, as hereinafter provided) by
Purchaser shall be referred to individually as a "Permitted Exception" and collectively, as the
"Permitted Exceptions." If Purchaser shall timely and properly object to any such items or
matters during such Objection Period, then Seller, during the period ending on January 24, 2012
(the "Cure Period") immediately thereafter may (a) cure or correct such objections to Purchaser's
reasonable satisfaction, but without any obligation to do so, (b) deliver written notice (the "Cure
Response") to Purchaser as to which objections it will and/or will not cure prior to or at Closing,
or(c) neither of the foregoing. If Seller shall fail during the Cure Period to cure or correct any of
Purchaser's objections or to notify Purchaser of which objections it will cure prior to or at
Closing, then Purchaser may, prior to the expiration of the Review Period (hereinafter defined in
Paragraph 6 hereof), elect to terminate this Contract by delivering written notice thereof to Seller
and the Title Company, whereupon the Earnest Money (less the Independent Consideration)
shall be returned to Purchaser and the parties hereto shall have no further rights, obligations or
liabilities one to the other hereunder other than pursuant to the provisions contained in Paragraph
6 below that expressly survive termination. In the event that Purchaser fails to timely and
properly elect to terminate this Contract in accordance with the pre,. : ,us sentence, each item or
matter which Purchaser has objected to and which Seller has n„t ^ y or committed in writing
to cure at or prior to Closing shall be deemed to be waived by :Y . and shall constitute an
additional Permitted Exception.
6. Purchaser's Contingency Periods.
(a) Purchaser shall have the period (the "Review Period") commencing on the date
hereof and ending on January 26, 2012 in which to (i) conduct, at Purchaser's sole cost and
expense, any and all physical, environmental, engineering, feasibility and other inspections,
reviews and studies which Purchaser reasonably deems necessary and to review and approve all
matters pertaining to the Property, and (ii) obtain any and all internal approvals of Purchaser,
including, without limitation, from its City Council, Planning and Zoning Commission, Public
Works Departments, and/or any and all other councils, committees, departments, governmental
or quasi-governmental authorities having jurisdiction over the platting and rezoning of the
Property and the issuance of any and all permits and approval in connection therewith (provided,
however, that the parties acknowledge that Seller, as the owner of the Property, is the appropriate
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party to and has already made application for rezoning, site plan and other approvals from
Purchaser), in order to determine whether or not to proceed with the Closing. In this regard,
Purchaser shall contract with third parties (individually, a "?+.,-chaser's Contractor" and,
collectively, the "Purchaser's Contractors") to perform any a physical, environmental,
engineering, feasibility and other on-site inspections, review:; studies which Purchaser
reasonably deems necessary with respect to the Property, and i.Urchaser's Contractor's may
have reasonable access to the Property during the Review Period to conduct such on-site
inspections, reviews and studies; provided, however, that as a condition precedent to any
entry onto the Property, a Purchaser's Contractor shall (1) procure and provide to Seller a
copy of a policy of commercial general liability insurance, in the amount of no less than
$2,000,000.00, including coverage for bodily injury, death and property damage liability,
insuring against any and all claims, including all legal liability to the extent insurable and
imposed upon Seller, and all court costs and legal fees and expenses, arising out of or
connected with the conduct of Purchaser Contractor's inspections, reviews and studies of,
or other entry onto, the Property; and (2) provide to Seller a written agreement under
which Purchaser's Contractor shall save, defend, indemnify, and hold Seller, its partners
and their respective officers, directors, managers, partners, employees, agents,
representatives, contractors, attorneys, brokers and each of their affiliates (the "Seller
Parties"), harmless from and against any and all losses, costs, expenses, damages, liabilities,
mechanics' or materialmen's liens or claims of liens, actions or causes of action and
attorneys' fees and costs of suit, to the extent same arise out of the acts or omissions of
Purchaser's Contractor, its employees, agents or subcontractors, including, without
limitation, those arising from or relating to damage to or destruction of property, injury or
death to persons, or mechanic's, materialmen's or similar liens relating to any entries upon
the Property by Purchaser's Contractor. The foregoing provision shall remain operative
and shall survive Closing and the execution and delivery of the Deed and other Closing
Documents (as each such term is hereinafter defined in Paragraph 7 hereof) and shall not
be merged therein. Purchaser shall also be required to promptly restore any portion of the
Property altered or damaged by Purchaser's inspections, reviews or studies to its prior condition.
Without limiting Purchaser's rights under this Paragraph 6(a), on c i -.ore January 26, 2012, the
following shall have occurred:
(I) Seller shall have delivered a copy of the Th. _' Permit to Purchaser.
(II) Seller shall have obtained the required "PDSU+ I" approvals (the "PDSU
I+ Approvals") from Purchaser for the Land, including the two (2) public rights-of-ways
leading to Bonds Ranch Road and FM 156, and appropriate zoning for Purchaser's use of
the Property as a drop-off station, service/maintenance center, lay down yard and storage
facility (including but not limited to aggregate material), offices, parking and
administrative buildings; provided, however, that the PDSU I+ Approvals shall not
include final site plan and final plat approval by Purchaser (see Paragraph 6(c)(iii)
below). Purchaser shall cooperate fully with Seller and use good faith efforts in
connection with the PDSU I+ Approvals.
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(III) Purchaser shall have obtained satisfactory environmental assessments of
the Land and the Adjacent Property.
In the event, for any reason, that the forgoing items shall not have ourred or Purchaser, in its
sole discretion, determines that the Property is not suitable, then r before the expiration of
the Review Period, Purchaser may terminate this Contract by du'; , written notice to Seller
and the Title Company, referencing this Contract and stating .., "the Contract is hereby
terminated pursuant to Paragraph 6(a) thereof, " in which event the Earnest Money (less the
Independent Consideration) shall be returned to Purchaser, and the parties hereto shall have no
further rights, obligations or liabilities, one to the other hereunder (other than pursuant to the
provision set forth above which expressly survives termination). Failure by Purchaser to timely
notify Seller of its election under the previous sentence shall be deemed to constitute (1)
Purchaser's decision to proceed with Closing, notwithstanding that the Property or any matter
related thereto may not be acceptable or satisfactory to Purchaser, save and except as provided in
subpart (b) of this Paragraph 6; (2) Purchaser's waiver of its right to terminate this Contract
under Paragraph 6(a); and (3) the Earnest Money becoming non-refundable.
(b) Seller and Purchaser acknowledge and agree that on or before January 26, 2012,
they shall enter into an escrow arrangement (the "Escrow"), as evidenced by an Escrow and
Development Agreement (herein so called) with the Escrow Agent, serving in such capacity.
During the Review Period, Seller and Purchaser shall use good faith and commercially
reasonable efforts to finalize the form of the Escrow and Development Agreement, and all of the
Closing Documents which are not attached as exhibits hereto, as well as the preliminary plans
and specifications, which shall be attached to the Escrow and Development Agreement Plans
(whether preliminary or final, the "Plans and Specs"). Notwithstanding the foregoing, the
Escrow and Development Agreement shall provide the following:
(i) Concurrently with the execution of the Escrow and Development
Agreement (i.e., at the establishment of Escrow), Seller shall deposit with the Escrow
Agent the Deed and all other Closing Documents requiring Seller's execution, fully
executed and, to the extent required, acknowledged.
(ii) Concurrently with the execution of :` row and Development
Agreement (i.e., at the establishment of Escrow), Purcha: .,I deposit with the Escrow
Agent the full amount of the Purchase Price (less any and alL Earnest Money already on
deposit with the Escrow Agent) in the form of a wire-transfer, together with any and all
other Closing Documents requiring Purchaser's execution, fully executed and, to the
extent required, acknowledged.
(iii) Concurrently with the execution of the Escrow and Development
Agreement (i.e., at the establishment of Escrow), Escrow Agent shall disburse to Seller
the sum (the "Initial Release Amount") of Two Million, Three Hundred Seventeen
Thousand and No/100 Dollars ($2,317,000.00), plus up to, but not in excess of, Eighty-
Six Thousand and No/100 Dollars ($86,000.00) for the Surveying and Engineering costs
(herein so called) associated with the Work (hereinafter defined in subpart (iv) below),
and up to, but not in excess of, Sixty Thousand and No/100 Dollars ($60,000.00) for any
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and all fees and charges assessed against Seller by Purchaser in connection with the
Work, including, without limitation, the Inspection Fee and the Material Testing Fee, all
as set forth in the budget for the Work, and Seller shall pay the following: (A) any and
all sums and costs associated with the payoff of any an�� � 11 liens encumbering the
Property, other than the lien for inchoate ad valorem taxe,; :. ill u.ding, without limitation,
the cost to record any release or partial release of lien em;c;_ ing the Property; (B) any
outstanding ad valorem taxes and assessments for 201 ! and prior years, (C) the
Surveying and Engineering Costs, and (D) all other accrued closing costs of Seller,
including, without limitation, Seller's attorneys' fees to-date.
(iv) In connection with the development of the Property and as a condition
precedent to Closing (the "Closing Conditions"), the Escrow and Development
Agreement shall require that the following be satisfied:
(A) Seller shall perform certain grading, street and utility work on the
Land as generally shown on the proposed preliminary plat attached hereto as
Exhibit "B" and made a part hereof for all purposes (collectively, the "Work")
and construct the streets, street lights along the newly constructed streets (at the
sole cost of Purchaser as street lights are not included in the budget for the Work),
sidewalks, water line and sewer line and certain grading improvements
(collectively, the "Improvements") in accordance with the final Plans and Specs,
utilizing contractors that meet City requirements, within the one hundred twenty
(120) days following the establishment of Escrow, subject only to force majeure
(the "Completion Date").
(B) Purchaser will provide Seller with the proposed grading plan in
mid to late January 2012, and the grading improvements performed in compliance
with the grading plan (the "Grading") shall be constructed for an additional
amount (the "Grading Costs") over and above the Purchase Price, not to exceed
Two and 50/100 Dollars ($2.50) per cubic yard of dirt used for such Grading (the
"Fill Dirt"). Seller shall provide Purchaser with a cc-,ti acate stating that all of the
Fill Dirt shall be taken from property the Adjaceni ' .,.,�ty.
(C) Seller shall obtain the required aph s f:om Purchaser of a final
site plan and plat for the Land in accordance with the PDSU + I Approvals and
the related rezoning and preliminary site plan approvals previously obtained by
Seller from Purchaser in accordance herewith. Purchaser shall cooperate fully
with Seller and use good faith efforts in connection with the foregoing approvals.
(D) The final Plans and Specs shall be determined following
development of the final site plan for the Property.
(E) Seller shall have caused the dirt road at the North end of the Land
to have been moved in accordance with the Surface Use Agreement affecting the
Property.
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(F) "Final Acceptance" of the Work and Improvements by the
Purchaser shall be required, and the Work and Improvements shall be constructed
by contractors that satisfy Purchaser's requirements in accordance with
Purchaser's customary standards, inspections and the final Plans and Specs in
order to be accepted by Purchaser.
(G) Seller shall enter into one (1) or mp, itracts and/or subcontracts
(whether one (1) or more, the "Development Contr uu,Ls'), in a form acceptable to
Purchaser, with bondable contractors selected by Seller and pre-qualified with the
City of Fort Worth to perform all or portions of the Work;provided, however, that
the Development Contracts shall provide that same shall be fully assignable by
Seller to, and assumable by, Purchaser upon notice to, but without the consent of,
the applicable contractor or subcontractor. The Escrow and Development
Agreement shall provide that the Development Contracts are conditionally
assigned to Purchaser such that if Purchaser properly terminates the Escrow and
Development Agreement following the default thereunder by Seller and giving
effect to the applicable notice and cure provisions, then, at the option of
Purchaser, said Development Contracts shall automatically assigned to, and
assumed by, Purchaser without any consent, action or documentation from Seller
or the applicable contractor(s) or subcontractor(s).
(H) Seller shall provide Performance, Payment and 2-year
Maintenance bonds in a form acceptable to Purchaser with Purchaser, as a dual
obligee, for the construction of the Improvements. The Development Contracts
shall provide that the contractor(s) and/or subcontractor(s) shall provide these
bonds.
(I) Seller and Purchaser shall enter into a Community Facility
Agreement (herein so called), or other similar agreement as reasonably
determined necessary by Purchaser with respect to the Work and the
Improvements.
The Escrow and Development Agreement shall also pm I if, for any reason other
than Purchaser's prior default thereunder, Seller fails at:_ uses to satisfy all of the
Closing Conditions by the Completion Date, and such is not cured or corrected
within thirty (30) days following written notice thereof to Seller, then Purchaser may, at
its option, terminate the Escrow and Development Agreement, at which time, the Deed
shall be recorded, each of the Closing Documents shall be distributed to the applicable
party(ies), and all undisbursed funds being held by the Escrow Agent under the Escrow
and Development Agreement shall be delivered to Purchaser. In addition, at the option of
Purchaser exercisable by delivering written notice to Seller, Escrow Agent and the
applicable contractor(s) or subcontractor(s), said Development Contracts shall
automatically be assigned to, and assumed by, Purchaser without any consent, action or
documentation from Seller, Escrow Agent or the applicable contractor(s) or
subcontractor(s).
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If Seller and Purchaser are unable to come to an agreement on a final form of the Escrow
and Development Agreement by January 26, 2012, this Agreement shall automatically
terminate, and the Earnest Money shall be returned to Purchaser.
7. Closing. The Closing (herein so called) of the purcha :e and sale of the Property
covered hereby shall commence at 10:00 a.m., local time in D.�1 '1s/ort Worth, Texas, on the
date (the "Closing Date") which is the first (1") business day to ollowing satisfaction of
the Closing Conditions. At the Closing, the Escrow Agent shall ti, following:
(a) Disburse to Seller the balance of the Purchase Price, the Grading Costs and the
applicable Closing Documents;
(b) Record the Deed and disburse to Purchaser the applicable Closing Documents;
and
(c) To the extent not already paid, pay the costs of the parties in accordance with
Paragraph 10 hereof.
The Closing Documents (herein so called) shall consist of the following documents:
(i) A special warranty deed (the "Deed"), executed and acknowledged by Seller,
conveying the Property to Purchaser, subject only to the Permitted Exceptions, in the form
attached hereto as Exhibit"C" and made a part hereof by reference for all purposes:
(ii) A certificate in such form as may be required by the Internal Revenue Service
pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended, or the regulations
issued pursuant thereto, certifying as to the non-foreign status of a transferor, with such
certificate to be substantially in the form of Exhibit "D" attached hereto and made a part hereof
by reference for all purposes, or such variation thereof as may be required by the Internal
Revenue Service;
(iii) Evidence of the authority of Seller and the person(s) executing and delivering
closing documents on its behalf to consummate the Closing, lj,. fin and content reasonably
acceptable to the Title Company and Purchaser;
(iv) Evidence of the authority of Purchaser and the persuai §) executing and delivering
closing documents on its behalf to consummate the Closing, in form and content reasonably
acceptable to the Title Company and Seller; and
(v) Such other documents as are reasonably necessary and appropriate in the
consummation of this transaction, subject to the approval of Seller, Purchaser and their
respective counsel as to form and content.
8. Title Policy. At the Closing, Purchaser may, at its option and its sole expense,
acquire a Texas Standard Owner's Policy of Title Insurcuice (the `'Owner's Title Policy") in the
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full amount of the Purchase Price, issued by the Title Company, insuring Purchaser as owner of
the Land, in fee simple, and containing no exceptions to title other than the Permitted Exceptions
and the standard preprinted exceptions, provided, however, that (a) the exception for restrictive
covenants shall be deleted or limited to restrictions which constitute Permitted Exceptions, (b)
the exception for taxes shall be limited to the year in which the Closing occurs, and subsequent
years and subsequent assessments for prior years due to change in land usage or ownership, and
(c) said Owner's Title Policy shall also include such endorsements ;, may be available to, and
obtained by, Purchaser, at its sole option and expense.
9. Possession of Property. Purchaser shall be entitl&j cull possession of the Land
at Closing, subject only to the Permitted Exceptions.
10. Costs: Purchaser shall pay the following fees and costs associated with the
Closing: (i) escrow fees associated with the purchase and sale, but not related to any lienholder
or third-party transaction; (ii) notary fees charged by the Title Company; and (iii) all costs
associated with the Owner's Title Policy; and (iv) all other closing costs of Purchaser, including,
without limitation, Purchaser's attorneys' fees. Seller shall pay (or use the proceeds of the sale
to pay) the following fees and costs associated with the Closing: (a) the cost to record the Deed;
(b) any and all sums and costs associated with the payoff of any and all liens against the Property
such that no liens, other than those approved or deemed approved by Purchaser, shall affect the
Property from and after Closing, including, without limitation, the cost to record any release or
partial release of lien encumbering the Property; (c) prorated taxes for 2012 attributable to Seller
during Seller's ownership of the Property; (d) any unpaid amounts due and payable under the
Development Contracts or otherwise associated with the Work or the Improvements; and (e) all
other closing costs of Seller, including, without limitation, Seller's attorneys' fees. This
provision shall expressly survive the Closing.
11. Commissions. Seller shall pay a real estate commissions (the "Commissions") to
Transwestern/Lester Day (the "Broker") only if, as and when, but only if, as and when, the
following shall occur: (a) Escrow is fully established and funded, and the Initial Release Amount
is delivered to Seller, an amount equal to Eighty-Four Thousand, Five Hundred Ten and No/100
Dollars ($84,510.00), and (b) Closing occurs and is fully funded and the Second Release Amount
is delivered to Seller, an amount equal to Thirty-Nine Thousand, Eight Hundred Forty and
No/100 Dollars ($39,840.00). Seller shall save, defend, indemnify ter,?. hold Purchaser harmless
from such Commissions and any claims by, through or under Br;;'<: with respect to same or any
other commissions or remuneration in connection with the tr.t: . , 'ti contemplated hereby.
Each party represents and warrants to the other that it has de;. ,,,lth no parties, other than
Broker, which would give rise to a real estate commission or similar fee, and Seller shall save,
defend, indemnify and hold Purchaser harmless from and any claims for commissions due in
relation to this transaction by reason of any action taken or alleged to have been taken, or any
representation or commitment made or alleged to have been made by Seller, including, without
limitation, any claim for a commission made by, through or under Broker. Purchaser
acknowledges that it has been advised that it should either obtain an owner's policy of title
insurance covering the Land, or have an abstract of title to the Land examined by an attorney of
its choice.
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12. Seller's Remedies. In the event Purchaser is in default or breach of any of its
obligations, covenants, agreements, representations or warranties hereunder (including, without
limitation, failing to timely establish Escrow but excluding Purchaser's failure to consummate
the Closing which shall be addressed in the Escrow and Development Agreement), other than
due to Seller's prior default or the proper termination hereby by Purchaser pursuant to the
applicable provisions hereof, Seller may, at its option, terminate this Contract and shall be
entitled to receive and retain all of the Earnest Money deposited (or which should have been
deposited) hereunder, together with as liquidated damages and as Seller's sole and exclusive
remedy therefor; Seller and Purchaser agreeing that actual darn;i-,,:� ,iue to Purchaser's default
hereunder would be difficult and inconvenient to ascertain and it-± ;n' amount is not a penalty
and is fair and reasonable in light of all relevant circumstances. 1'u.ther, by its execution hereof,
except as otherwise provided herein or in the Escrow and Development Agreement, Seller
hereby specifically waives any rights which it may have to seek or obtain damages or specific
performance hereof due to a default by Purchaser in the terms hereof.
13. Purchaser's Remedies. If Seller fails to establish the Escrow or is otherwise in
default or breach of any of its obligations, covenants, agreements, representations or warranties
hereunder (excluding Seller's failure to consummate the Closing which shall be addressed in the
Escrow and Development Agreement), for any reason other than as a result of Purchaser's
default hereunder, then Purchaser may, at its option, either (i) terminate this Contract and receive
a full and immediate refund of (a) the Earnest Money previously deposited and (b) all money
remaining in Escrow, or (ii) seek to enforce specific perfonnance hereof(but not as to any title
curative measures unless Seller expressly agrees to cure same, in writing), as its sole and
exclusive remedy. Further, , except as otherwise provided herein or in the Escrow and
Development Agreement, Purchaser hereby expressly waives any rights it may have to seek or
obtain damages or any other act or thing, of any kind or character, except as provided in this
Paragraph 13, due to a default by Seller in the terms hereof.
14. Assignment of Contract. Purchaser may not assign this Contract without the prior
written consent of Seller, in its sole discretion.
15. DISCLAIMERS AND RELEASES.
(A) PURCHASER ACKNOWLEDGES AND AGREES THAT IT IS
EXPERIENCED IN ACQUIRING, OWNING, DEVELOPIN< kRKETING, LEASING,
OPERATING, MANAGING AND SELLING OF PROP' SIMILAR TO THE
PROPERTY, AND THAT PURCHASER, PRIOR TO THE E ,. tON OF THE REVIEW
PERIOD, SHALL THOROUGHLY INSPECTED, TESTED, DIED, REVIEWED AND
INVESTIGATED ALL ASPECTS OF THE PROPERTY TO ITS FULL SATISFACTION,
AND THAT EXCEPT FOR THE WARRANTIES, REPRESENTATIONS AND COVENANTS
OF SELLER MADE IN THIS CONTRACT, PURCHASER IS RELYING SOLELY THEREON
IN MAKING ITS DECISION TO ACQUIRE THE PROPERTY. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT EXCEPT AS OTHERWISE SPECIFICALLY
STATED IN THIS CONTRACT AND IN THE CLOSING DOCUMENTS EXECUTED IN
CONNECTION HEREWITH, NEITHER SELLER NOR ANY OF THE SELLER PARTIES
ARE MAKING, AND EACH HAS SPECIFICALLY DISCLAIMED MAKING, ANY
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J:\D0CS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft,WorthlContract.v7.011712(SSFN).doc
WARRANTY, GUARANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER,
WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW,
ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING THE
PROPERTY, INCLUDING, WITHOUT LIMITATION, (I) THE PHYSICAL AND
ENVIRONMENTAL NATURE AND CONDITION OF THE PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, AND THE SUITABILITY
THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH PURCHASER MAY ELECT TO CONDUCT THEREON, AND THE EXISTENCE
OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS 'hI.EREON (INCLUDING THE
PRESENCE OF ASBESTOS OR OTHER HAZARDOUS SUBSTANCES) OR THE
COMPLIANCE OF THE PROPERTY WITH ANY ,AND ALL APPLICABLE
ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (II) EXCEPT FOR ANY
WARRANTIES CONTAINED IN THE DOCUMENTS TO BE DELIVERED BY SELLER AT
CLOSING, THE NATURE AND EXTENT OF ANY RIGHT OF WAY, LEASE,
POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR
OTHER MATTER AFFECTING TITLE; (III) THE COMPLIANCE OF THE PROPERTY OR
ITS OPERATION WITH ANY LAWS, STATUTES, ORDINANCES, RULES,
REQUIREMENTS OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY; (IV)
THE ECONOMIC VIABILITY OR MARKETABILITY OF THE PROPERTY; (V) TAX
MATTERS PERTAINING TO THE TRANSACTION CONTEMPLATED HEREBY; (VI) THE
ACCURACY OR COMPLETENESS OF ANY REPORTS OR OTHER INFORMATION
FURNISHED BY SELLER OR ANY OF THE SELLER PARTIES TO PURCHASER WITH
RESPECT TO THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ENGINEERING,
FINANCIAL, ENVIRONMENTAL OR OTHER REPORTS, STUDIES OR
INVESTIGATIONS, IF ANY; (VII) VALUATION; (VII) HABITABILITY; (IX)
MERCHANTABILITY; OR (X) SUITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS
OF SELLER SET FORTH HEREIN AND SELLER'S WARRANTIES SET FORTH IN THE
CLOSING DOCUMENTS, PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE PURCHASE OF THE PROPERTY, AS PROVIDED FOR HEREIN, IS
BEING MADE ON AN "AS IS" BASIS, "WITH ALL FAULTS," AND UPON CLOSING,
PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING,
WITHOUT LIMITATION, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,
MAY EXIST WITH RESPECT TO THE PROPERTY AND WITH FULL KNOWLEDGE
AND ACCEPTANCE BY PURCHASER OF ALL INFORM',.TION AND MATTERS
DISCLOSED IN ANY AND ALL REPORTS, ;..TOTES, ASSESSMENTS,
INVESTIGATIONS, PROPOSALS AND DOCUMENTS FUk _ ,-D TO, OR OBTAINED
BY, PURCHASER WITH RESPECT TO THE PROPERTY URTHER, PURCHASER
ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS,
WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
TRANSACTION CONTEMPLATED HEREBY WHICH HAVE BEEN MADE BY SELLER
OR ANY THIRD PARTY.
Page I I of 19
1:\D0CS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Con tract.v7.01 1712(SSf N).doc
(B) ANY FACTUAL INFORMATION SUCH AS PROPERTY TAXES, UTILITY
INFORMATION, FINANCIAL PROJECTIONS, PROPERTY DIMENSIONS, SQUARE
FOOTAGE, OR SKETCHES DELIVERED OR SHOWN BY SELLER OR ANY OF THE
SELLER PARTIES TO PURCHASER OR SET FORTH HEREIN ARE OR MAY BE
APPROXIMATE. PURCHASER REPRESENTS TO SELLER THAT, EXCEPT AS
EXPRESSLY SET FORTH OTHERWISE IN THIS AGREEMENT, PURCHASER HAS
INSPECTED AND VERIFIED SUCH FACTS AND INFORMATION, OR SHALL DO SO
PRIOR TO CLOSING, TO PURCHASER'S SATISFACTION, AND THAT NO LIABILITY
FOR ANY INACCURACIES, ERRORS OR OMISSIONS WITH RESPECT THERETO IS
ASSUMED BY SELLER OR ANY OF THE SELLER PARTIES. PURCHASER
UNDERSTANDS AND ACKNOWLEDGES THAT SALES BROCHURES AND OTHER
DOCUMENTS, IF ANY, DELIVERED TO PURCHASER BO-'1'H PRIOR TO AND
FOLLOWING EXECUTION OF THIS CONTRACT, INCLUDF\TG WITHOUT LIMITATION
THOSE DOCUMENTS DELIVERED PURSUANT TO PARAGRAPH 4 (THE "PROPERTY
DOCUMENTS"), MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER
OR ANY OF THE SELLER PARTIES AND THAT SELLER MAKES NO
REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO
THE COMPLETENESS, CONTENT OR ACCURACY OF THE PROPERTY DOCUMENTS.
PURCHASER SPECIFICALLY RELEASES SELLER AND THE SELLER PARTIES FROM
ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LOSSES, DAMAGES,
LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES, WHETHER SUIT IS INSTITUTED OR NOT, AND
ENVIRONMENTAL CONSULTANTS' FEES) WHETHER KNOWN OR UNKNOWN,
LIQUIDATED OR CONTINGENT (COLLECTIVELY `'CLAIMS") ASSERTED AGAINST
OR INCURRED BY PURCHASER BY REASON OF THE INFORMATION CONTAINED
IN, OR THAT SHOULD HAVE BEEN CONTAINED IN, THE PROPERTY DOCUMENTS,
EXCEPT TO THE EXTENT SELLER HAS CURRENT ACTUAL KNOWLEDGE OF THE
BASIS OF THE CLAIMS AND HAS FAILED TO DISCLOSE SAME TO PURCHASER.
(C) PURCHASER ACCEPTS THE PROPERTY "AS-IS" WITH REGARD TO ANY
ENVIRONMENTAL CONDITIONS THAT (I) HAVE BEEN DISCLOSED IN WRITING BY
THE SELLER OR IN ANY ENVIRONMENTAL, ASSESSMENTS OBTAINED BY
PURCHASER, OR (II) WERE UNKNOWN TO SELLER, PRIOR TO CONVEYANCE.
PURCHASER AGREES TO PAY ALL COSTS OF ASSESSMENT, CHARACTERIZATION,
AND REMEDIATION OF ANY SUCH DISCLOSED OR UNKNOWN ENVIRONMENTAL
CONDITIONS. IN THIS REGARD, SELLER WARRANTS THAT TO ITS CURRENT
ACTUAL KNOWLEDGE, THERE ARE KNOW ENVIRONMENTAL CONDITIONS WHICH
IMPACT THE PROPERTY EXCEPT THOSE THAT HAVL 31 EN DISCCLOSED TO
PURCHASER PURSUANT TO SUBPART (I) OF THE PRY,, ()US SENTENCE, AND
SELLER SHALL BE SOLELY RESPONSIBLE FOR ALL �1'S OF ASSESSMENT,
CHARACTERIZATION, AND REMEDIATION OF AivY ENVIRONMENTAL
CONDITIONS IMPACTING THE PROPERTY OF WHICH SELLER HAD CURRENT
ACTUAL KNOWLEDGE BUT FAILED TO TIMELY DISCLOSE TO PURCHASER PRIOR
TO SALE. SELLER FURTHER AGREES THAT IT IS RESPONSIBLE FOR ANY
VIOLATIONS OF ENVIRONMENTAL LAWS WHICH IT MAY HAVE COMMITTED,
WHETHER CIVIL, CRIMINAL, OR ADMINISTRATIVE, WITH RESPECT TO THE
Page 12 of 19
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.WorNCon tract.v7.011712(SSFN).doc
PROPERTY AND FOR ALL OF THE SELLER'S PRIOR USES AND ACTIVITIES ON OR
IMPACTING THE PROPERTY. PURCHASER AGREES THAT IT IS RESPONSIBLE FOR
ANY VIOLATIONS OF ENVIRONMENTAL LAWS WHICH PURCHASER MAY COMMIT
WITH RESPECT TO THE PROPERTY AFTER TITLE IS DELIVERED TO PURCHASER.
(D) AS USED HREIN, THE TERM "TO THE CURRENT ACTUAL
KNOWLEDGE" OF SELLER OR ANY SIMILAR PHRASE SHALL MEAN THAT NO
FACTS HAVE COME TO SELLER'S ATTENTION OF KIM GILL THAT WOULD GIVE
HIM KNOWLEDGE OR NOTICE THAT ANY SUCH FACTS ARE NOT TRUE, CORRECT
AND COMPLETE AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN,
SELLER HAS UNDERTAKEN NO INVESTIGATION, INQUIRY OR VERIFICATION OF
ANY SUCH MATTERS TO DETERMINE THE EXISTENCI f�R ABSENCE OF SUCH
FACTS, AND NO INFERENCE OF SELLER'S KNOWLEQ6F, Of THE EXISTENCE OR
ABSENCE OF SUCH FACTS SHOULD BE DRAWN FROM . ;4 E STATEMENTS MADE
HEREIN. NOTWITHSTANDING THE PREVIOUS SENTENCE, UNDER NO
CIRCUMSTANCES SHALL THE PERSON NAMED IN THE PREVIOUS SENTENCE
HAVE ANY PERSONAL LIABILITY FOR THE BREACH OF ANY REPRESENTATION,
WARRANTY OR COVENANT CONTAINED HEREIN.
(E) THE DISCLAIMERS AND RELEASES SET FORTH IN THIS PARAGRAPH
15 SHALL SURVIVE THE CLOSING AND SHALL NOT MERGE THEREIN OR INTO ANY
DOCUMENTS EXECUTED IN CONNECTION THEREWITH, AND NOTWITHSTANDING
ANYTHING SEEMINGLY TO THE CONTRARY HEREIN, LANGUAGE EMBODYING
THE TERMS OF THIS PARAGRAPH 15 MAY, AT SELLER'S OPTION, BE INCLUDED IN
THE DEED TO BE DELIVERED AT CLOSING.
16. Representations and Warranties. Seller hereby makes the following
representations and warranties to Purchaser:
(a) Seller has been duly authorized to enter into this Contract and to consummate all
of the transactions contemplated herein, and that the individuals executing this Contract and all
the documents required to consummate the transactions contemplated herein on behalf of Seller
have the authority to bind Seller, without the joinder or consent of any other party;
(b) Neither this Contract nor the consummation of the transactions contemplated
hereby is subject to any first right of refusal or other purchase right in favor of any other party;
and
(c) To its current, actual knowledge, there is no ac.1 i, r:. suit, proceeding or claim
(including, but not limited to, bankruptcy or other debtor relief ri- .':fecting the Property, or
any portion thereof, presently pending in any court or befoi federal, state, county or
municipal department, commission, board, bureau or agency or other governmental
instrumentality, nor is any such action, suit, proceeding or claim threatened.
Page 13 of 19
JIDOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.01 1712(SSFN).doc
17. Purchaser's Representations, Warranties and Covenants. Purchaser represents and
warrants to, and/or covenants and agrees with, Seller as follows:
(a) Purchaser has full right, power and authority to execute this Contract and to
consummate the transactions described in each, without the consent or joinder of any other party;
and
(b) Purchaser is not a party to any suit, arbitration or other proceedings or any
governmental investigations, and none, to its current actual knowledge, are threatened
against them, which would adversely affect its right or ability to enter into this Contract
or to consummate the transactions contemplated hereby.
18. Seller's 1031 Exchange. Purchaser acknowled-( that Seller's sale of the
Property may be part of an exchange being made by Seller p?r,. a to Section 1031 of the
Internal Revenue Code of 1986, as amended, and the regulate:. .., promulgated with respect
thereto. In such event, Purchaser agrees to cooperate fully with Seller in order that Seller may
effectuate such an exchange; provided, however, that (a) all additional costs and expenses related
thereto shall be borne solely by Seller; (b) Purchaser shall incur no additional liability as a result
of such exchange; and (c) the contemplated exchange shall not delay any of the time periods or
other obligations of Seller hereby, including, without limitation, those relating to Closing and the
scheduled date for same.
19. Seller's Use of Property. From and after the date hereof, prior to the Closing or
earlier termination hereof, except as provided herein or in, or pursuant to, the Escrow and
Development Agreement and the Development Contracts Seller shall not (a) grant or convey any
easement, lease, license, permit or any other legal or beneficial interest in or to the Land, other
than by condemnation or conveyance in lieu thereof, without the prior written consent of
Purchaser; (b) knowingly violate any statute, law, ordinance, rule or regulation affecting the
Land; or (c) develop, construct improvements upon or change the grading of any portion of the
Land, except as expressly allowed or required by this Agreement.
20. Condemnation. In the event that any portion of the Property shall be taken in
condemnation or under the right of eminent domain, or by conveyance in lieu of condemnation,
after the date hereof and before the Closing Date, Purchaser shall apply the proceeds received by
Seller from such condemnation or right of eminent domain proceeding, or by conveyance in lieu
of condemnation, against the Purchase Price, and receive a pro tanto reduction in the Purchase
Price, and proceed to close the transaction described herein as to the remaining portion of the
Property.
21. Notices. Any notice, request, demand or other ,nication to be given to
either party hereunder, except those required to be delivered at shall be in writing and
shall be deemed to be delivered on receipt, if hand delivered nationally-recognized air
courier service (e.g., FedEx) or bonded local courier, as applicable, or sent by telephone
facsimile transmission, or when sent by registered or certified mail, return receipt requested, to
the addresses as set out as follows, or such other notice address as either party may hereafter
provide to the other:
Page 14 of 19
.I:\DOCS\6 Clients\6060-Kim Gi11\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doe
TO SELLER: WITH A COPY TO:
Kim Gill Leonard A. Stern, 11, Esq.
SK Highland Meadows, L.P. Smith, Stern, Friedman &Nelms, P.C.
Western Union Building 6688 N. Central Expressway
314 Main Street, Suite 202 Suite 550
Fort Worth, Texas 76102 Dallas, Texas 15206
Telephone No.: (817) 871-9000 Telephone No:: (214) 739-0606
Telecopy No.: (817) 871-9008 Telecopy No.: (214) 739-0608
E-mail: kgill(:a]sableholdin s.com E-mail: hstem@ssffilaw.com
TO PURCHASER: WITH A COPY TO:
City of Fort Worth, Texas City of Fort Worth,Texas
1000 Throckmorton Street 1000 Throcknins• <,n Street
Fort Worth, Texas 76102 Fort Worth;.j e V.;s 76102
Attention: Mark Rauscher, AICP Attention: Leai.n Guzman,
Planning & Development Senior Assistant City Attorney
Telephone No.: (817) 392-8873 Telephone No.: (817) 392-8873
Telecopy No.: (817) 392-8361 Telecopy No.: (817) 392-8361
Email: Mark.Rauscher a,fortwortlitexas.gov Email: Leann.Guzman a,fortworthtexas.ggv
22. Statutory Notices.
WATER AND SEWER SERVICE NOTICE. IF THE REAL PROPERTY THAT YOU
ARE ABOUT TO PURCHASE DOES NOT CURRENTLY HAVE WATER OR SEWER
SERVICE, THERE MAY BE SPECIAL COSTS OR CHARGES THAT YOU WILL BE
REQUIRED TO PAY BEFORE YOU CAN RECEIVE WATER OR SEWER SERVICE.
THERE MAY BE A PERIOD REQUIRED TO CONSTRUCT LINES OR OTHER
FACILITIES NECESSARY TO PROVIDE WATER OR SEWER SERVICE TO YOUR
PROPERTY. YOU ARE ADVISED TO CONTACT "THE UTILITY SERVICE PROVIDER
TO DETERMINE THE COST THAT YOU WILL BE REQUIRED TO PAY AND THE
PERIOD, IF ANY, THAT IS REQUIRED TO PROVIDE WATER OR SEWER SERVICE TO
YOUR PROPERTY. SHOULD SELLER HAVE NOT DELIVERED NOTICE OF THE NAME
OF THE UTILITY SERVICE PROVIDER AUTHORIZED BY LAW TO PROVIDE WATER
OR SEWER SERVICE TO THE PROPERTY WITHIN THE PERIOD PROVIDED UNDER
PARAGRAPH 4 FOR DELIVERIES, THEN SELLER SHALL DO SO PRIOR TO
EXPIRATION OF THE REVIEW PERIOD; IF SELLER SHALL FAIL TO PROVIDE SUCH
INFORMATION TO PURCHASER BEFORE EXPIRATION OF THE REVIEW PERIOD,
THEN PURCHASER SHALL BE DEEMED TO HAVE TERMINATED THIS CONTRACT
PURSUANT TO THE TERMS OF PARAGRAPH 6(a) ABOVE.
23. Miscellaneous.
(a) Construction of Number and Gender. Words of any gender used herein shall be
deemed to include the masculine, feminine and neuter, and words used in the singular shall
include the plural and vice versa, all as the context hereof may reasonably require.
Page 15 of 18
J:\DOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doc
(b) Forms. In case of a dispute as to the form of any document required hereunder or
otherwise contemplated hereby, the parties agree to act reasonably.
(c) Attorneys' Fees. If either party shall be required to employ an attorney to enforce
or defend the rights of such party hereunder, the prevailing party shall be entitled to recover
reasonable attorneys' fees and cost of suit.
(d) Integration. This Contract contains the complete agreement between the parties
with respect to the subject matter hereof and cannot be varied except by the written agreement of
the parties. The parties agree that there are no oral agreements, understandings, representations
or warranties which are not expressly set forth herein.
(e) Business Day. If any date herein set forth for the :,-,oi formance or any obligations
by Seller or Purchaser or for the delivery of any item, instrurr t;� notice as herein provided
should be on a Saturday, Sunday, or legal holiday, the comp;~ with such obligations or
delivery shall be deemed acceptable on the next business day foliuwing such Saturday, Sunday,
or legal holiday. As used herein, the term "legal holiday" means any state or federal holiday for
which financial institutions or post offices are generally closed in the State of Texas. Unless
otherwise specified herein, the deadline on a stated date or the last day of a defined period shall
be 5:00 p.m., local time, Dallas/Fort Worth, Texas.
(f) Multiple Counterparts; Execution. This Contract may be executed in one (1) or
more counterparts, and all so executed shall constitute one (1) and the same agreement, binding
upon the parties hereto, and notwithstanding that all of the parties are not signatories to the same
counterparts. Any party may execute and deliver this Contract by fax or email, and same shall
constitute an original counterpart and be binding on the delivering party.
(g) Time of the Essence. Time is of the essence of this Contract and every provision
hereof.
(h) CHOICE OF LAWS. THIS CONTRACT SHALL BE GOVERNED BY THE
LAWS OF THE UNITED STATES OF AMERICA AND THE INTERNAL LAWS OF THE
STATE OF TEXAS, WITHOUT REGARD TO ITS CONFLICT RULES.
(i) Severability. If any provision of this Contract is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully severable, and this
Contract shall be construed and enforced as if such illegal, invalid, or unenforceable provision
had never comprised a part of this Contract, and the remaining provisions of this Contract shall
remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable
provision or by its severance from this Contract. Furthermore, in ' : of such illegal, invalid or
unenforceable provision, there shall be added automatically as a :Zis Contract, a provision
as similar in terms to such illegal, invalid or unenforceable pro- may be possible and be
legal, valid and enforceable.
Page 16 of 18
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doc
(j) Negotiation by Counsel. The parties acknowledge that each party and its counsel
have reviewed and revised this Contract, and agree that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Contract or any amendments or exhibits hereto.
(k) Authority of Signatory. Each of the signatories hereto individually represents and
warrants that he/she has full right and authority to execute this Contract on behalf of the party
named herein, and that this Contract is a valid and binding obligation of such party, subject to its
terms.
(1) Seller's and Purchaser's Respective Representatives. The individuals respectively
executing this Contract on behalf of Seller and Purchaser are doing so in their respective
representative capacities only, solely as a representative of Seller or Purchaser, as applicable, and
any liability resulting hereunder based upon the actions of such indivi.'ual shall merely be that of
Seller or Purchaser, as applicable, and not such individual.
(m) Binding Effect. This Contract and the terms and �sions hereof shall inure to
the benefit of and be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns, wherever the context so requires or permits.
(n) Headings. The article headings contained herein are for purposes of identification
only and shall not be considered in construing this Contract.
(o) Effective Date. All references in this Contract to the "date hereof' or the
effective date of this Contract shall be deemed to refer to the last date, in point of time, on which
all parties hereto have fully executed (and, if required, initialed)this Contract.
(p) Termination of Offer. This Contract constitutes an offer to purchase/sell the Land
by the first party to execute same on the terms and conditions set forth herein. Unless sooner
terminated or withdrawn by the first part , this offer shall expire, be of no further force and
effect, lapse and terminate on January 1i2011, unless, prior to such time, the other party has
executed and delivered at least one (1) fully-executed counterpart hereof to the Title Company.
EXECUTED by Seller this lq_!day of January 2012.
SELLER:
SK HIGHLAND MEADOWS, L.P.,
a Texas limited partnership
BY: 5409 MIRAMAR, L I C,
a Texas limiter' is wy company,
its sole Genera.
By:
Kim GilrAofe Managing Member
Page 17 of 19 OFFICIAL RECORD
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doc CITY SECRETARY
FT. WORTH, TX
EXECUTED by Purchaser this day of January 2012.
PURCHASER:
THE CITY OF FORT WORTH,
a Home-Rule Municipality duly organized
and operating under the Constitution and
laws of the State of Texas
By: 7 Z�...��.----
Fernando Costa, Assistant City Manager
,0, 00°Fo 0 4 L T T:
po° °o
is U
0 o° nt-I dr. WnzrJe5 , City Secretary
0 0
no�Jo
0 Oc, OC! �FJ
as � o0o a
Approved as to Form and Legality:
1
1 n
Assistant City Attorney)
L- 5 2'E1(
Contract ?authorization
Date
OFFICIAL RECORD
Page 18 of 19 CITY SECRETARY
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).doc FT. WORTH, TX
ACCEPTANCE BY TITLE COMPANY
Alamo Title Insurance Company, referred to in this Contract as the "Title Company"
hereby acknowledges receipt of O fully executed counterpart(s)
hereof, together with Ten Thousand and No/100 Dollars ($10,000.00) of Earnest Money
hereunder. The Title Company certifies that it has received and understands the Contract and
hereby accepts the obligations of the Title Company as set forth herein, including, without
limitation, its agreement to hold the Earnest Money and dispose of same in accordance with the
terms and provisions of this Contract. In addition, the Title Company hereby agrees and
commits to deliver one (1) fully executed counterpart of the Contract (or a copy thereof
originally executed by the Title Company) to the Purchaser and Seller, respectively, at the
appropriate addresses as set forth in Paragraph 21 of the Contract.
ALA140 TITLE 11N ^TCE COMFAN,'
Print Name: 4Ydnh�, o�
Title: M"'-rw 0 Q
Date of Execution by Title Company
Attachments:
Exhibit"A" - Legal Description
Exhibit "B" - Preliminary Plat
Exhibit"C" - Form of Special Warranty Deed
Exhibit"D" - Form of FIRPTA Certificate
OFFICIAL RECORD
Page 19 of 19 CITY SECRETARY
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Pt.Worth\Con tract.v7.011712(SSFN).doc FT. WORTH, TX
EXHIBIT "A"
LEGAL DESCRIPTION
[2 pages to follow]
Exhibit "A"—Cover Page
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PROPERTY DESCRIPTION
Being A 7C732 Rut tract of land s0uatcd in the Hnu-gy Robrli-Sun•ey,Abatratl Nu.12M.TAI'ant Cow,r',Texas,and being a padion o(A ceiUkl 0-1
of iand as de.xciibed to deed In Edmin Greloos Coh ,r eneen,Jed I.Vulwur 11447,Page 1698,Deed Recrosls,Tarcawt County,Trsns.Tbr hearings for lids
,ar,,y Are based oa the unlYhetnmoxl null But of aid Cohen lacf,Vohulle 11447,Page 1698,Dead Records,Tm rhoit Coaafr,TCSRS.Said 75.732 PCIT.
nacl of Lind being drserlbed hy,aetesuld b-ds:u foOaWc
Coawroclog AI a 54"bran rod mid,pinstic cap found at(be-11helsl couun-nf said Cobra tact,alto being at the iuttnc,don of ttte nest Bell-of-a: 8nr
of P.M.tiiglonq No 134 And Ili.ue,ih light-of-way but of Hicks Road;
Thoutr N,nih 89'43'54"West,depanitig the went light-of-Y lino of F.M.Highway Nu,156,Along the south fine ofsaid CAW it Act Rod the unHh
light-of-nvr line of Hicks Rand,a distauce of 17d9,23 Feet to n 1/2"frees and with plastic cap stamped"RPLS 4819"found forihe POINT OF
HRG(NNNG;
Thrucr North 89°044"Wrat,Along the-th line of said Cohen Imct%ad du nelih right-of-nay line of lilies Road,a dh'taocr.oI G0.011 Feet to A 113"ilou
rod With pL slic cap stomped"RPLS 4818"found;
T4tace dap:,,(L g the north righl-af-wny lhi,of fgl ha Road and lho soul,lice afraid Cobcn lr,cl and m•er and strost said Cohen Uuet the following
emnves and dlttsocesi
North fr00'o'•Bast,A dhtauce af424.281?m to 1R"imit wad with plAstic cap stamp"RPLS 4818"found for(he haghtnWgof A tAogcut culve,
caucnvn to the ores'havlug o radius of 270.00 Feet,A eentai$ogle of 28°19'50",laid a chord of 132.15 Fret brntiug Nonh I4'09'SS"West;
Northerly ninng said cui-,u di,tanee o(133-M Fact to 112"iron Ind Wkb plastic cap VAMP"RPLS 4818"fnmld;
Nm(b 28°1910"West,s,Jisi:mca n(1I4.66 Raet to 111"h'ou rod With plastic cap'law]"RP'_S 4818"fwnd for the beginnin g o(v tangent aura,
rUA,PYe h1 Ike fast,LRVh,g a ladllls of 33O.0D Feet,0.C,IIf deal Angle of 3R•40'OB",Rod a cis old n(I61A0 Fecl belling Nonh IS°5946"Wrxl;
Nunb-I'dy'$long sold calve,A dulance of 165,12 Feet to IQ"iron roll Will,plaslie cap staaop"RPLS 4818'fund;
Nmfh 0°2018"Easl,A dhtRuc,of 171.S3 Feet to I/d"Iron and will,pdxstic cup stamp"RPLS 4919"fnwd;
Suwh B6°Si')g"West,A distaucr of537.73 Feot to 1A"irwa clad with pinslk cap slump"RPLS 4Al8"found{
&nub 46°071D6"West,A disinoce of 444.73 Feat to 1/2"Iron rod with piAsfie cop stamp"RPM 4818"found; f
Smhh 3°21150"West,A di3tRute of IBSl4 Feet to 1/2'Iron rod with plAstic cap stamp"RPLS 4018"found In the wesluiy but of said Cuheu bract And
tit raslody dell-n(-Wny Sue of U.S.Hig4way 157,far the hnlunhag of anon-Lung°ns ruse,tooutve to the soulhtves4 basing n nndius n f 11fi59,]6
Feet,a ceoh•AI angk of 4°0T31",Rod A dwell Af 839.4{I FeM busing Nonh 45°19'39"Wrsr
Thence aalihn'estrrly along said calve,Along the°astady tight-of w'Ay Line of U.S.Hlfli -ay 287 Ail the westerly Eno of said Cohen tenet,A ditlsuce of
839.59 Fete to A highway monument found; at
Thence Not 47°22'43"West,congoulug along the easterly tight4(-wry has of U.S.Hlgh,ray 287 nod the westedy RD,of solid Cohen I,act,a d4tonce of
346.12 Pool to a highWAy innawneol fo,l¢d al the westennnmst southwest eolver ofsaid Cuhcn(met,at.battle at the itilasrdion efthr a"atuiiy 1?
dghfof--wxy line of U.S:Hlgliway 287 mid the east light-o(-way if..of G,C&S.F.Rod Rond;
Thence North l°42'43"8ns4 Jepading the rasledp tight-of+fro)•line of U.S.IRghwmy387,alm:g Poe wullfue oftnil`:n'innd mad thrru(night-ofn'uy
be ofG.G&S.F.Rail Road,A dullnuce of76503 Feet to a5/8"Iron cad with plastic cap found at the woskmlr, ,ku'st uuaer o(sniJ Caiw h'$et; r
gd
Thrace dopaiiing the e.A tight-of-w'Ry Wm"fG.C.&S.F.RAI Road And Iho w st lane of said C'uhcn tiva Ru ,. . .-u c raid Coh°o lace the
(nllnrvingcnuises nod dldaucet As kdlawst
i
South 89°52'37"Hatt,.dillnuce efl50.31 Fort In A 112"irnu rod with plaid:cop sot pe4"RPLS4818'
Nnrfh 1°4T01"Easf,P d h(.mce of 454.60 Feet m n 1/!"Iron prod iritb plxsae ap slvuprd"RPLS 981 B"foul.
Smith B9°S0`34"Ens1,n Jlwuee of 1407.09 Frel to a 117"irnu end nittt pbslle cap 64u,pcd"RPIS 4tl18"(nwid; ��
South 0°20'18"Wex1,a dltnueo af453.97 Pcrt to A!/1"Irnu rod mith plostiecup.xlamprJ"RPJ,5481 R"fount;
Snnth 89°V'39"Ent,m dlshwca ot420.00 Ferl to o IR•'lent rnd Willa plaslie cup ztnmyed"RPLS 4818"found;
South 0°2018"Wes(,A d'umuce o(6B3.85 Fcet(no]/!"iron rod with plastic enpatamptil"RPLS 4818"found;
5
Nort4 89'S1'06"Wes(,;,Jltxuce n(420.11(1 Pact to a 1/3"inn end with pF.age cup slumped"RPLS 4818"found;
Santis 0°20'18"SVeif,a distance o010.00 Feel In R IR"Iron rod with plutle cap staanped"RPLS 4818"found,n SM"iron tad Wllh ph,stie op bran ;
Sonlh 24°21'14"West'a dhtaaceof f1.66 Feeq
South 89951'06"East,a distance Af 450.00 Fort to a 1/1"h'ou red with plastic cap sinnped"RPLS 4918"found; 6
F.`
Noiih 0-20119"Hasa,A dislmic,of 1500 Feel h,A 1/2"Ian rod with µostie ap atnmped"RPLS 4RI8"found;
South 89-51106"HaA,a dhtauee of 1149.99 Feel to A 1/2"irou iwd will plastic cap stamped"RPLS 4818"found,A 5/8"bon i ad with plAxtic cap hewn •1
South 4°OS'08"E•usl,u dlt(xnce o[0S6 Feet; •Z
South U°08'M4"Wrsl,a dillnuce Af 3R0(1 Feel to a 1/1"Irnu Ind with plAstic cap slnmprd"RPLS 4818"fimd,o SIB^Icnu rod wash µasuc«,h bears i?
Smwh 0°5I'04"Wesl,R dlxtRY,CdO.W Feel;
South 89-51106"East,A distance A1`700.00 Feet to A 1/2"ism rod with plastic cop stamped"RPLS 4818"found in the east ifue of said Cuheu Iraq and
the well Igbl.(.w"y he og F.M.Hlghany 156,a 9S"lron rod with plaslie cap hams South 303417"West,a distance of o.71 Feel;
Thence South 0°21110"Wes(,Aloug the west dghtof-w'ay Us.of F.M.HighWRy 156 and ihe.cast line n(sRid Cohen tmv,it distance of 60.00 Foot to a 1/2" !
hot wroJ,H(h piasdc cap stampul"RPLS 4818"innod;
Thence dop titbig the,%as(right-o44ay Line of P.M.Highway IM6 And the east Bra of Wd Cnhtn(teat(And cover And Aeioss said Cohen trial the I hi"lag fr
courses sold distances:
No:ih 89151'06"West,A dlslnncu of 199.80 Feet la n ill"Iran rod with plastic cap stamped"RPLS 4918"found for the beginning of it Imogene culvt, ,t
cases-1e the uolih,Lasing A naddus of 1230.DD Fceh A craft at Ragle of7"24'07",slid a chord of 158,79 Feet heating North 86"09'02"Writ;
Wmarly along said cwvq R distance of 158.90 Feel to a 1/2"Iroa rod with plastic cap stamped"RPLS 4818"found for the lightning of R revers,
calve,cones,to the south,havblg st,adios of 1170.00 Fort,i central nagdo of 7°14'07 And a chord of 151.05 Feet hearing South 86"09'02"Ens(,
• Westerly alam sold,nlve,A distance of MAS Feet to A 112"iron rod with plastic cap stmuped"RPLS 4818"found;
Noiih B9°V06"West.A distance M191.25 Feet to a III"tron rod with plAstic cop stamped"RPLS 4818"failed,far ihe heglauhig nI n lingual tuna, .
concAvt to the south,hRvhtgR radius af510.00 Fort,s central angle of3l'3142",And-dmd af3O9.71 Feet boiling SuulL 74"23'03"West; 3
• Westaly along said attic,A distance of313.66 Feet to a 1/2"Iron rod with plastic cap stamped"RPLS 4818"found for the beglauing orn l•eveise �
eun'e,coocovo to the umitt,having n radius of 480,00 Feet,A control angle n01°31'42%and u third of160,81 Feet heating South 74'13'03"West;
Southwesterly along said cane,A dlshrocc of 264.13 Feel to A 112"Ian rod with plastic tap stamped"RPLS 4818"fnwui;
Nnnb 89°Sl•06"West,R distance of 450.30 Reet to P IRA Inn rod with pL td<cRp damped"RPLS 4818"food;
.i
T
South 86°53118"West,a distance of 105.18 Fret to a 1/2"Iron rod with piasdc cap skimped"RPLS 4818"found;
p South 0°2018"Waf,a distance of 175,14 Feet to a 1/2"It rod with Pbud,CAP atIal"RPLS 4919"found for(he btghlWag of n tnugrut calve,
I concave to the east,hA,Iug A radius c f Z70-UD Feet,A control angle 0f 18°40'08",And a chord of 133.69 Feet bearing South 134M946"Rasa
Southerly alongsaid cove,a distance of 135.10 Feet u A 1/2"Leon raciahh p6udeap stamped"RPLS 481P'' -
South78°19'5B"East,a dWaincenr124.66 Feet to 1/2"freu rod with plastic cap stamped"RPLS 481811f -.:rag o(R laagenlauve,
� canenve to Ihr well,hRvttig n radius of330.00 Feel,P candid an Bye of 18'19'S0",and a rhnirl 0(161.52 Fe "•9g5"Enst;
( Snulhens(eliv along chid eulve,a distance of 143.17 Feet to a 1/1"Iroo cad With pinsdc cap stamped"RPL
south h°6trgD"West,n dhlaacr of 414.56 Feel to the POINT OF BEGINNING .,it containing a computed n.. 4 Acres,on nr 1'.. i(
1;\DOCS\6 C1icnts16060-Kim Gil 1\023 D-Sale to City of Ft.WOrIMContracf.VI.102711(SSFN)doc Exhibit"A"-Page 2 of 2
EXHIBIT "B"
PRELIMINARY PLAT
[To be attached]
Exhibit`B"—Cover Page
JADOCS\6 Clients\6060-Kim Glll\023D-Sale to City of Ft.WorthlContract.v7.011712(SSFN).doc
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EXHIBIT"C"
FORM OF SPECIAL WARRANTY DEED
[To be attached]
Exhibit"C"—Cover Page
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).G
Grantee's Address:
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL
PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE
FOLLOWING INFORMATION FROM THIS 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.
THE STATE OF TEXAS §
§ KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT, SK HIGHLAND MEADOWS, L.P., a Texas ;)artnership ("Grantor"),
for and in consideration of the sum of Ten and No/100 Doll, ;O.00) and other valuable
consideration to the undersigned paid by THE CITY OF FORT WORTH, TEXAS, a Home-
Rule Municipality duly organized and operating under the Constitution and the laws of the State
of Texas in Tarrant, Parker, Denton and Wise County, Texas (hereinafter referred to as
"Grantee"), the receipt and sufficiency of which consideration is hereby acknowledged, has
GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND
CONVEY unto Grantee, all of the following described property in Tarrant County, Texas, to wit:
The land more fully described on Exhibit "A" attached hereto and made a part
hereof for all purposes, together with (but without warranty) any and all right, title
and interest of Grantor, if any, in and to the rights and appurtenances pertaining to
land including, without limitation, any and all mineral interests and riparian rights
of Grantor therein (but not in any adjacent land owned by Grantor); subject only
to those matters set forth on Exhibit "B" attached hereto and made a part hereof
for all purposes (the "Permitted Exceptions").
TO HAVE AND TO HOLD the above-described land, together with (but without
warranty) all and singular the rights and appurtenances thereto in anywise belonging unto the
said Grantee, its successors and assigns forever, and Grantor does hereby bind itself and its
successors to WARRANT AND FOREVER DEFEND all and singular the said premises unto
the said Grantee, its successors and assigns, against every person whomsoever lawfully claiming
or to claim the same or any part thereof, by, through or under Grantor, but not otherwise; subject,
however, to the Permitted Exceptions.
Page 1 of 2
JIDOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\EX.C.SWDeed.12041 l(SSF1
EXECUTED effective as of(although not necessarily on) the day of
201 .
GRANTOR:
SK HIGHLAND MEADOWS, L.P.,
a Texas limited partnership
BY: 5409 MIRAMAR, LLC,
a Texas limited liability company,
its sole General Partner
By:
Kim Gill, Sole Managing Member
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 2011, by
KIMBERLY GILL, the Sole Managing Member of 5409 MIRIMAR, LLC, a Texas limited
liability company, the sole General Partner of SK HIGHLAND MEADOWS, L.P., a Texas
limited partnership on behalf of such company and partnership.
[Personalized Seal]
Notary Public in and for the State of Texas
Attachments:
Exhibit"A" - Legal Description
Exhibit"B"—Permitted Exceptions
After Recording Return to:
Page 2 of 2
JID0CS\6 Clients\6060-Kim Gill\023D-Sate to City of Ft.Worth\Ex.C.SW Deed.120411(SSF
EXHIBIT "D"
FORM OF FIRPTA CERTIFICATE
[To be attached]
Exhibit"D"—Cover Page
JAD0CS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.Worth\Contract.v7.011712(SSFN).d,,
CERTIFICATE OF NON-FOREIGN STATUS
ENTITY TRANSFEROR
Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides
that a transferee of an interest in real property located within the United States of America must
withhold tax if the transferor is a foreign person, partnership, corporation, estate or trust (as
defined in the Code and the U. S. Treasury Regulations promulgated pursuant thereto). To
inform THE CITY OF FORT WORTH, TEXAS, a Home-Rule Municipality duly organized
and operating under the Constitution and the laws of the State of Texas in Tarrant, Parker,
Denton and Wise County, Texas ("Purchaser"), that withholding tax is not required upon the
disposition of an interest in real property located within the United States of America by SK
HIGHLAND MEADOWS, L.P., a Texas limited partnership ("Seller"), the undersigned hereby
certifies the following on behalf of Seller:
1. Seller is not a foreign corporation, foreign partnership, foreign trust or foreign
estate (as those terms are defined in the Code and the U. S. Treasury Regulations promulgated
pursuant thereto);
2. Seller is not a disregarded entity as defined in § 1.1445-2(b)(2)(iii);
3. Seller's U.S. Employer Identification Number is 20-1419922; and
4. Seller's office address is Western Union Building, 314 Main Street, Suite 202
Fort Worth, Texas 76102.
The undersigned understands that this Certificate may be disclosed to the Internal Revenue
Service by Purchaser or any real estate broker, title company reprec, ative or attorney involved
in the transactions for which it was issued, and that any false star ^+ nontained herein could be
punished by fine, imprisonment, or both.
The undersigned declares that it has examined this certl_'_a:udon, and to the best of its
knowledge and belief, it is true,correct and complete.
Dated: As of(although not necessarily on) , 201
SELLER:
SK HIGHLAND MEADOWS, L.P.,
a Texas limited partnership
BY: 5409 MIRAMAR, LLC,
a Texas limited liability company,
its sole General Partner
By:
Kim Gill, Sole Managing Member
Page Solo
JADOCS\6 Clients\6060-Kim Gill\023D-Sale to City of Ft.WortliTx.D.FIRPTA.12041 I(SSFN).doe