HomeMy WebLinkAboutContract 47758 CITY SECRETAW,
EC CONTRACT NO.
�Y117�
tRETARi
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and
between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of
Texas, acting by and through its duly authorized City Manager or Assistant City Manager("Purchaser")
and NORMANDALE, LLC, a Texas limited liability company ("Seller"), as of the date on which this
Contract is executed by the last to sign of Seller and Purchaser("Effective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract approximately 7.910
acres known as the remainder of Lot 3-B-R, Block 88, Western Hills Addition, an addition to the City of
Fort Worth, Tarrant County, Texas as indicated on the plat filed of record, Volume 388-163, Page 52 in
the Tarrant County Deed Records and Lots 1-12, Block 3,Normandale Terrace, an addition to the City of
Fort Worth, as indicated on the plat filed of record, Instrument Number D208131641 in the Tarrant
County Deed Records (the "Land"), which Land is more particularly described on the attached Exhibit
"A", which is attached hereto and incorporated herein by reference for all purposes, together with the
following specifications that relate only to Seller's interest in the Land (i) all buildings, fixtures,
structures and improvements thereon; (ii) all roads, alleys, rights-of-way, easements, streets and ways
adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or
otherwise; (iii) all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or
character pertaining to the Land; and (iv) all licenses, interests, and rights appurtenant to the Land. The
Land and Items (i)-(iv) are collectively referred to as the "Property". Purchaser recognizes that,
regardless of its intended use, the Land is entitled for multifamily use and is being conveyed by
Seller to Purchaser pursuant to the terms of this Contract as a multifamily land tract despite
Purchaser's intended and potential use of the Land as a community park.
(b) Seller shall convey the Property to Purchaser free and clear of all liens, claims,
easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other
encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title
Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived
pursuant to Section 3 ("Permitted Encumbrances"). Such Permitted Encumbrances shall include, but
not be limited to,one or more easements for utilities.
(c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this
conveyance (and the Property does not include) for itself, and its successors and assigns, any and all
interest in any and all oil, gas and other minerals in, on, or under the Land owned by Seller, if any;
provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Property
subsequent to the Closing of the transaction contemplated herein.
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 1 of 14 OFFICIAL RECORD
CITY SECRETARY
FT,WORTH,TX
#KK9ZL34KODQRLYv1
Section 2. Independent Contract Consideration,Purchase Price,and Charitable Contribution.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a
check in the amount of FIFTY AND 00/100 DOLLARS ($50.00) ("Independent Contract
Consideration") as independent consideration for Seller's execution, delivery and performance 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 non-refundable, and shall be retained by Seller
notwithstanding any other provision of this Contract;however, upon Closing (as hereinafter defined),the
Independent Contract Consideration shall be applied as a credit toward the Purchase Price(as hereinafter
defined).
(b) The purchase price("Purchase Price") for the Property shall be ONE MILLION TWO
HUNDRED FORTY THOUSAND and 00/100 DOLLARS ($1,240,000.00), of the Purchase Price,
EIGHTY HUNDRED EIGHTY FIVE THOUSAND and 00/100 DOLLARS ($885,000.00) ("Cash
Sum") is payable by Purchaser to Seller at Closing (as hereinafter defined), the remaining THREE
HUNDRED FIFTY FIVE THOUSAND and 00/100 DOLLARS ($355,000.00) shall be deemed an in-
kind charitable gift from Seller to Purchaser("Charitable Contribution").
Section 3. Title Commitment and Survey.
(a) Within fifteen (15) business days after the Effective Date, Purchaser shall obtain at
Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from
Fidelity National Title Company, 4541 Bellaire Drive South, Suite 101, Fort Worth, Texas 76109,
Telephone: (817)377-4100, Fax: (817)377-4111,Attention:Nikki Jackson(the "Title Company"). The
Title Commitment shall be effective as of a date which is on or after the Effective Date,showing Seller as
the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to
the Property. The Title Company shall also deliver contemporaneously with the Title Commitment
legible copies of all documents referred to in the Title Commitment, including but not limited to, plats,
reservations,restrictions,and easements.
(b) Seller has provided Purchaser with an existing survey of the Property that is signed and
sealed by a licensed surveyor. Purchaser may obtain an additional or updated survey of the Property
("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes
describing the Property, prepared pursuant to a current on-the-ground staked survey performed by a
registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i)
be certified to Purchaser, its successors and assigns, and Title Company, (ii)reflect the actual dimensions
of and the total number of square feet within the Property net of any portion thereof lying within a
publicly dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other
Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered
number and seal and the date of the Survey. In the event that Purchaser does not obtain its own Survey,
the description of the Property prepared as a part of the survey provided by Seller will be used in all of the
documents set forth in this Contract that require a legal description of the Property. Otherwise, the
description of the Property prepared as part of the Survey will be used in all of the documents set forth in
this Contract that require a legal description of the Property.
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 2 of 14
#KK9ZL34KODQRLYvl
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending fifteen (15) business days after the Effective Date in which to notify Seller in
writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or
the Survey.
(d) Seller shall have the option, but not the obligation, to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on the tenth (10`h) business day after Seller's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters.
If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or
agree irrevocably to do so at or prior to Closing)within the Cure Period,then either(i)this Contract may
be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period
of time (the "Termination Period") ending on the fifth (5`h) business day following the end of the Cure
Period, and the parties shall be released of further obligations under this Contract; or (ii) any such
Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived
such Objections if notice of termination is not given within the Termination Period. Any title
encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which
Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be
waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the
status of Seller's title to the Property.
(d) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this
Contract and are not attributable to actions by Purchaser and (ii) all Objections that Seller agrees in
writing to cure at or prior to Closing (collectively,the "Mandatory Cure Items") shall be satisfied, cured
or removed by Seller, at Seller's sole cost and expense,at or prior to Closing.
Section 4. Due DiliEence Documents. Seller will provide Purchaser with the following due
diligence documents concerning the Property to the extent that the same are in Seller's possession: (i)any
and all tests, construction plans, studies and investigations relating to the Property and the operation and
maintenance thereof, including, without limitation, any soil tests, engineering reports or studies, and any
Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information
regarding condemnation notice(s),proceedings and awards affecting the Property; and(iii) all proposed or
existing private covenants, conditions and restrictions, of which the Property will be a part and any other
private agreements affecting the use or development of the Property (the "Due Diligence Material").
Upon Purchaser's request, Seller will also make the Due Diligence Material electronically available, to
the extent feasible.
Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on
to the Property, including the Improvements, to make inspections, surveys,test borings, soil analysis, and
other tests, studies and surveys, including without limitation, environmental and engineering tests,
borings, analysis, and studies ("Tests"). Any Tests shall be conducted at Purchaser's sole expense. At
the conclusion of the Tests, the Property will be restored by Purchaser, at Purchaser's sole expense, to at
least a similar condition as before the Tests were conducted. 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
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 3 of 14
#KK9ZL34KODQRLYvl
of Tests obtained during the Option Period (as defined below). Purchaser is expressly prohibited from
entering onto any land owned by Seller that is adjacent to the Property in order to conduct Tests or carry
out any due diligence activities.
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, for the period
extending from the Effective Date until the date that is sixty (60) days after the Effective Date (the
"Option Period"), the following will be a condition precedent to Purchaser's obligations under this
Contract:
(i) Purchaser being satisfied in Purchaser's sole and absolute discretion that the
Property is suitable for Purchaser's intended use as a community park, including, without limitation,
Purchaser being satisfied with the results of the Tests(defined in Section 5 above);and
(ii) the approval of this Contract by Purchaser's governing body, which Purchaser
intends to seek on the May 24`h or June 7 meeting of the governing body.
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition
precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or
before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination,the
Contract will terminate and neither party shall have any further rights or obligations under this Contract.
(c) The provisions of this Section 6 control all other provisions of this Contract.
(d) The parties agree that the Option Period will not be extended upon expiration without a
written amendment signed by both parties.
Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on or before ten(10)days after the last day
of the Option Period.
Section 8. Closine.
(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") in substantially the form attached as
Exhibit B hereto, fully executed and acknowledged by Seller, conveying to Purchaser good and
indefeasible fee simple title to the Property subject only to the Permitted Encumbrances;
(ii) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 4 of 14
#KK9ZL34KODQRLYvl
foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract or as Purchaser or the escrow agent may reasonably request; and
(iv) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3)below.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company a certified or cashier's check or such other means of
funding acceptable to Seller, in an amount equal to the Cash Sum, adjusted for closing costs and
prorations. Purchaser shall also deliver any other instrument or document necessary for Title Company to
issue the Owner Policy in accordance with 8(a)(3)below.
(3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an
Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the
Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible
fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed
exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the
printed form survey exception shall be limited to "shortages in area," the printed form exception for
restrictive covenants shall be deleted except for those restrictive covenants that are Permitted
Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception
for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and
subsequent assessments for prior years due to change in land usage or ownership";
(4) Seller and Purchaser shall each pay their respective attorneys'fees.
(5) Seller and Purchaser shall each pay one half of all recording fees and any other
closing costs as set forth by the Title Company.
(b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no
ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed
against the property for the current year shall be for the period of time the Property was owned by Seller,
and based on estimates of the amount of taxes that will be due and payable on the Property during the
current year, Seller shall pay for any taxes and assessments applicable to the Property up to and including
the date of Closing. As soon as the amount of taxes and assessments on the Property for the current year
is known, Seller shall pay any additional amount of taxes to be paid for any taxes and assessments
applicable to the Property up to and including the date of 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 except those disclosed in the Permitted
Encumbrances.
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 5 of 14
#KK9ZL34K0DQRLYv 1
Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing,that to the best of Seller's actual knowledge:
(a) Seller's Authority. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms;neither the execution and delivery of this Contract
nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any
provision of any agreement or other instrument to which Seller is a party or to which Seller may be
subject although not a party, or will result in or constitute a violation or breach of any judgment, order,
writ,junction or decree issued against or binding upon Seller or the Property;
(b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the
Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or
occupancy of the Property, pending or being prosecuted in any court or by or before any federal, state,
county or municipal department, commission, board, bureau or agency or other governmental entity and
no such action,suit, proceeding or claim is threatened or asserted;
(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to
withhold any portion of the Sales Price for the benefit of the Internal Revenue Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of
creditors, receivership,conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant
to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor
is any such action pending by or against Seller or the Property;
(e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no lease,
contract or agreement exists relating to the Property or any portion thereof which is not terminable at will
or upon not more than 30 days'prior notice except tenant leases;
(f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to
purchase, lease or otherwise acquire or possess the Property or any part thereof,
(g) No Regulatory Violations. The Property is not in breach of any law, ordinance or
regulation, or any order of any court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality wherever located, including, without limitation,
those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is
pending or, to the best o Seller's knowledge and belief and after due inquiry, threatened against or
affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or entity wherever located, with
respect to the Property or the Seller's present use and operation of the Property; and
(h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal,
state and local permits concerning or related to environmental protection and regulation for the Property
have been secured and are current; (ii) Seller is and has been in full compliance with such environmental
permits and other requirements regarding environmental protection under applicable federal, state or local
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 6 of 14
#KK9ZL34KODQPLYvl
laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental
law, regulation or ordinance and Seller has not received written notice of any such action or possible
action; (iv)there is not now, nor has there been in the past, any release of hazardous substances on, over,
at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive
Environmental Response, Compensation and Liability Act; and(v) Seller does not have actual knowledge
of any environmental condition, situation or incident on, at or concerning the Property that could
reasonably be expected to give rise to an action or to liability under any law, rule, ordinance or common
law theory governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract,
and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event that Seller
obtains knowledge of any change affecting any of such representations and warranties, in which event
Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless
Seller's warranties and representations shall have been qualified and modified as appropriate by any such
additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on
Seller's representations and warranties set forth in this Contract, notwithstanding any contrary
information resulting from any inspection or investigation made by or on behalf of Purchaser. All of
Seller's representations and warranties, as so qualified and modified, shall survive Closing pursuant to
limitations set forth in Section 15.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title
Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser
hereunder to satisfy itself with respect to the condition and operation of the Property (with Purchaser
acknowledging that the Title Commitment, Survey and Due Diligence documents, and the information
contained therein, are from a variety of sources other than Seller), and Seller agrees that, if Seller
discovers that the information contained in any of the materials delivered to Purchaser hereunder is
inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and
supplement such materials.
(b) Prohibited Activities. During the term of this Contract, Seller shall not, without the
prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which
consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole
discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the
Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; or(iii)
place or permit to be placed on, or remove or permit to be removed from, the Property any trees,
buildings, structures or other improvements of any kind.
Section 11. Aeents. Seller and Purchaser represent and warrant that it has not engaged the services
of any agent,broker,or other similar party in connection with this transaction.
Section 12. Closing Documents. No later 3 business days prior to the Closing, Seller or the Title
Company, as applicable, shall deliver to Purchaser copies of the closing documents (subject to the
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 7 of 14
#KK9ZL34KODQRLYv 1
provisions of Section 8(a)(1)(i) with respect to the form of Deed) for Purchaser's reasonable right of
approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been
served if(i)delivered in person to the address set forth below for the party to whom the notice is given or
at Closing, (ii) delivered electronically via electronic mail to the electronic mail address set forth below
for the party to whom notice is given, (iii) placed in the United States mail, return receipt requested,
addressed to such party at the address specified below, or (v) 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.
(b) The address of Buyer under this Contract is:
City of Fort Worth With a copy to:
1000 Throckmorton Street Leann D. Guzman
Fort Worth,Texas 76102 City Attorney's Office
Attention:Andrew Virdell City of Fort Worth
Telephone: 817-392-8379 1000 Throckmorton
Electronic mail: Fort Worth,Texas 76102
andrew.virdell(a�.fortworthtexas. og_v Telephone: (817) 392-7600
Electronic mail:
leann.Cuzman a fortworthtexas.g_ov
(c) The address of Seller under this Contract is:
NORMANDALE, LLC With a copy to:
3715 Camp Bowie Boulevard Zachary M. Garsek
Fort Worth,Texas 76107 Barlow Garsek& Simon,LLP
Attention: Michael J. Mallick, Manager 920 Foch Street
Telephone:(817) 763-0700 Fort Worth,Texas 76107
Electronic mail:michael(aa),mallickeroupcom Telephone: (817)731-4500
Electronic mail: z2arsekgbgsfirm.com
(d) From time to time either party may designate another address or e-mail address under this
Contract by giving the other party advance written notice of the change.
Section 14. Termination.Default,and Remedies.
(a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this
Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a
right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations
under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate
this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither
party hereto shall have any further rights or obligations hereunder.
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 8 of 14
#KK9ZL34KODQRLYv 1
(b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this
Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained
herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's other
obligations hereunder either prior to or at the Closing for any reason other than the termination of this
Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's
failure to perform Purchaser's obligations under this Contract,then Purchaser shall have the right to, as its
sole and exclusive remedy:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations hereunder; or
(ii) waive, prior to or at the Closing, the applicable objection or condition and
proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof.
Section 15. Survival of Oblieations.
(a) The representations and warranties made by Seller pursuant to this Section 9 shall survive
Closing for a period of six(6) months after Closing (the "Survival Period") and shall not merge into the
Deed to be delivered at Closing. Unless Purchaser discovers the breach of any such representation or
warranty on a date(the"Discovery Date")prior to the end of the Survival Period and gives Seller written
notice (the "Breach Notice") of the breach within ninety (90) days after the Discovery Date, no alleged
breach of any such representation or warranty may form the basis of an action by Purchaser against Seller
for breach of any such representation or warranty. Any such action must be brought within one (1)years
after the Discovery Date, provided that a Breach Notice has been timely given in accordance with the
immediately preceding sentence.
(b) PURCHASER ACKNOWLEDGES THAT THE PROPERTY IS BEING
OFFERED ON AN AS-IS,WHERE-IS AND WITH ALL FAULTS BASIS,WITH ANY AND ALL
LATENT AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY SELLER
THAT THE PROPERTY IS MERCHANTABLE, HABITABLE OR FIT FOR A PARTICULAR
USE OR PURPOSE. PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY
REPRESENTATION, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE
PROPERTY CONDITION, BUT IS RELYING UPON ITS EXAMINATION OF THE
PROPERTY. PURCHASER TAKES THE PROPERTY UNDER THE EXPRESS
UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO (A) THE VALUE,
NATURE, QUALITY OR CONDITION OF THE PROPERTY, (B) THE COMPLIANCE
OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES,
ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY OR (C) COMPLIANCE WITH ANY ENVIRONMENTAL
LAWS OR PROTECTION, POLLUTION OR LAND USE LAWS, RULES,
REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN
OR ON THE PROPERTY OF HAZARDOUS MATERIALS. PROVISIONS OF THIS
SECTION 15 SHALL SURVIVE CLOSING.
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 9 of 14
#KK9ZL34K0DQRLYv1
Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser, and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set
forth in a document executed by that party.
Section 17. Assiuns. This Contract inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and assigns. Neither party may assign its interest under this
Contract without the prior written consent of the other party.
Section 18. TakinE Prior to Closing. If, prior to Closing, the Property or any portion thereof
becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion,
either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder,
or (ii) proceed with the Closing of the transaction with an adjustment in the Cash Sum to reflect the net
square footage of the Property after the taking.
Section 19. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. Performance of Contract. The obligations under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be
made in Tarrant County,Texas.
Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 22. Severability; Execution. If any provision of this Contract is held to be invalid,
illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any
other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision
had never been contained herein. A signature sent on this Contract by facsimile or PDF/e-mail shall
constitute an original signature for all purposes.
Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday,then the Closing or the day for
such performance, as the case may be, shall be the next following regular business day. The date on
which the Title Company receipts a copy of the Contract is the"Effective Date."
Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which
will be deemed an original,but which together will constitute one instrument.
Section 25. Terminology. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context, any
gender includes any other gender,the singular includes the plural, and the plural includes the singular.
Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed
and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 10 of 14
#KK9ZL34KODQP LYv 1
be resolved against the drafting party is not to be employed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party or parties may be entitled.
Section 28. Charitable Contribution. Purchaser recognizes that Seller, as Donor, intends to take a
charitable deduction for the amount of the Charitable Contribution, and Purchaser covenants (which
covenants will survive Closing)to cooperate with Seller in connection therewith as follows:to(a)provide
to Seller (or third parties as requested by Seller) written acknowledgment(s) of the Charitable
Contribution; (b)complete, sign and deliver, as appropriate, IRS Form 8283, including without limitation,
attaching an appraisal from a qualified appraiser provide by the Seller at or around Closing; (c) comply
with all IRS or other requirements concerning disposition of the Charitable Contribution; and (d)
otherwise execute such acknowledgements and documents as requested by Seller, from time to time, at
and following the Closing, in order to evidence the Charitable Contribution or aid Seller in connection
with evidencing the same.
Section 29. Condition to Transaction. The Seller entering into this Agreement and Closing on the
transactions contemplated 'hereunder is expressly conditioned on the following condition, with which
Purchaser agrees to comply and which obligation shall survive Closing and not merge into the Deed:
Purchaser will, if an when it builds a community park on the Property,name such park after Tim Watson.
Section 30. No Other Parties/No Alter Ego. Purchaser recognizes that this Agreement is with
Seller, and not Seller's Managers, Members, agents or representatives (collectively and individually, the
"Non-Parties"). Purchaser recognizes that the Non-Parties are not the alter ego of, or otherwise
responsible for,Purchaser and covenants to never assert to the contrary.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page II of 14
#KK9ZL34KODQRLYvl
This Contract is EXECUTED as of the Effective Date first set forth above.
SELLER:
NORMANDALE, LLC
Mtchadj. MCILUc e
(Electronic Signature 05.04.2016)
Michael J. Mallick, Manager
PURCHASER:
CITY OF FORT WORTH,TEXAS
By: 7�C2w-- —
Jesus J. Chapa,Assistant City Manager
Attest: OF
F0
71r� �J►
City Secreta
00 0�®
M&C -°oo,0000000odl'
Date:
APPROVED AS TO LEGALITY AND FORM
� 1
A sistant City Attorney
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 12 of 14
OFFICIAL RECORD #KK9ZL34KODQRLYvl
CITY SECRETARY
FT. WORTH, TX
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY:
By:
Name:
Title:
Date:
Lot 3-B-R,Block 88,Western Hills 57977
Lots 1-12,Block 3,Normandale Terrace
Page 13 of 14
#KK9ZL34KODQRLYvl
EXHIBIT "A"
7.910 acres known as the remainder of Lot 3-B-R, Block 88, Western Hills Addition, an addition to the
City of Fort Worth, Tarrant County, Texas as indicated on the plat filed of record, Volume 388-163, Page
52 in the Tarrant County Deed Records and Lots 1-12, Block 3,Normandale Terrace, an addition to the
City of Fort Worth, as indicated on the plat filed of record, Instrument Number D208 1 3 1 64 1 in the
Tarrant County Deed Records and further described by the Land Title Survey completed by David
Carlton Lewis, R.P.L.S.No. 5647 dated June 2"d,2011.
Exhibit"A"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34KODQRLYv1
EXHIBIT"B"
Form of 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 ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
NORMANDALE,LLC, a Texas limited liability company ("Grantor"), in consideration
of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable
consideration in hand paid by the CITY OF FORT WORTH, TEXAS, a home rule Municipal
Corporation of the State of Texas ("Grantee"), the receipt and sufficiency of which are hereby
acknowledged, hereby GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the real
property located in Tarrant County, Texas, which is more particularly described on Exhibit "A"
attached hereto and made a part hereof, together with (i)all and singular, all of Grantor's right,
title and interest, if any, in and to any and all rights, benefits, privileges, easements, tenements,
and appurtenances thereon and pertaining thereto, including all of Grantor's right, title and
interest, if any, in and to any adjacent streets, roads, alleys, easements and rights-of-way, (ii) any
and all improvements and buildings located on such real property, if any (said real property,
together with such rights, appurtenances and interests, improvements and buildings being
collectively called the "Pro a "), subject to, however, all easements, rights of way,
encumbrances, liens, covenants, conditions, restrictions, obligations and liabilities as may appear
of record and all matters that an accurate survey or a physical inspection of the Property would
reveal, including,without limitation,the exceptions set forth in Exhibit "B" attached hereto and
made a part hereof(said exceptions being called the "Permitted Exceptions") and excluding all
oil, gas, and other hydrocarbons in, under or about the Property; provided that Grantor hereby
waives and relinquishes access to any use of the surface of the Property.
GRANTEE ACKNOWLEDGES THAT THE PROPERTY IS BEING OFFERED ON
AN AS-IS,.WHERE-IS AND WITH ALL FAULTS BASIS, WITH ANY AND ALL LATENT
AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY BY GRANTOR THAT
THE PROPERTY IS MERCHANTIBLE, HABITABLE OR FIT FOR A PARTICULAR USE
OR PURPOSE. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY
REPRESENTATION, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE
PROPERTY CONDITION, BUT IS RELYING UPON ITS EXAMINATION OF THE
PROPERTY. GRANTEE TAKES THE PROPERTY UNDER THE EXPRESS
UNDERSTANDING THAT THERE ARE NO EXPRESS OR IMPLIED WARRANTIES
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO (A) THE VALUE, NATURE,
QUALITY OR CONDITION OF THE PROPERTY, (B)THE COMPLIANCE OF OR BY THE
PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
Exhibit"B"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34K0DQRLYvI
REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY OR
(C) COMPLIANCE WITH ANY ENVIRONMENTAL LAWS OR PROTECTION,
POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR
REQUIREMENTS, INCLUDING THE EXISTENCE IN OR ON THE PROPERTY OF
HAZARDOUS MATERIALS.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its
successors and assigns forever. Grantor does hereby bind itself, and its legal representatives and
successors to WARRANT AND FOREVER DEFEND all and singular the Property unto
Grantee, its successors and assigns, against every person whomever lawfully claiming or to
claim the same or any part thereof, by or under Grantor, but not otherwise, and subject to the
Permitted Exceptions.
EXECUTED to be effective as of the day of , 2016.
NORMANDALE, LLC,
a Texas limited liability company
By:
Michael J. Mallick, Manager
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this day of 2016, by
Michael J. Mallick, Manager of Normandale, LLC, a Texas limited liability company, on behalf
of said limited liability company.
NOTARY PUBLIC IN AND FOR THE STATE OF
TEXAS
My Commission Expires:
(Printed Name of Notary)
Exhibit"B"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34KODQRLYv1
AFTER RECORDING RETURN TO:
GRANTEE'S ADDRESS:
Exhibit"B"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34KQDQRLYvl
EXHIBIT"A"
Property Description
[to be completed]
Exhibit"B"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34KODQRLYvl
EXHIBIT`B"
Permitted Exceptions
[to be completed]
Exhibit"B"to Contract of Sale and Purchase: 57977
Lot 3-B-R,Block 88,Western Hills
Lots 1-12,Block 3,Normandale Terrace
#KK9ZL34KODQRLYv1