HomeMy WebLinkAboutContract 52510 ova RECEIVED
ti� P Jul. -5 2019 CONMU P40.
erry OF"T WORTH
CI71'SECAE7ARY
CONTRACT OF SALE
This Contract of Sale (this "Contract") is entered into by the City of Fort Worth, Texas,
a municipal corporation of Tarrant County, Texas ("Purchaser") and AIL Investment, L.P., a
Texas limited partnership ("Seller").
RECITALS:
A. Seller is the owner of that certain approximately 163.752 acre tract of real
property located in Denton County, Texas (the "Parent Tract"), as more particularly described on
Exhibit"A•1" attached hereto.
B. Pursuant to the terms and conditions set forth in this Contract, Seller plans to sell
to Purchaser that certain approximately 39.220 acre tract of land located within the Parent Tract
(the "Sale Tract"), as more particularly described on Exhibit"A-2" attached hereto.
C. Pursuant to that existing Memorandum of Understanding and Agreement
Concerning Park Dedication and Improvements dated September 22, 2015 (the "MOU"), by and
between Seller and Purchaser, and Section 12.2 below, Seller intends to dedicate to Purchaser
that certain approximately 32.330 acre tract of land located within the Parent Tract (the
"Dedication Tract 1"), as more particularly described on Exhibit"A-3" attached hereto.
D. Pursuant the existing MOU and Section 12.2 below, Seller also intends to
dedicate that certain approximately 92.202 acre tract of land located within the Parent Tract (the
"Dedication Tract 2"), as more particularly described on Exhibit"A-4" attached hereto.
AGREEMENT-
ARTICLE I
AGREEMENT OF PURCHASE AND SALE
1.1 Agreement of Purchase and Sale. For the consideration and upon and subject to
the terms, provisions and conditions hereinafter set forth, Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller, the Sale Tract.
1.2 Reservations and Restrictions.
(a) Water and Mineral Reservation. There shall be reserved from
the conveyances hereunder for Seller and Seller's successors and assigns, all of
Seller's interest in the water (including, without limitation, underground water
from any and all depths and geological formations, surface water, diffuse surface
flow and runoff, and harvested rain water), oil, gas, and other minerals that are in,
on and under the Sale Tract and that may be produced from it; provided, however,
that Seller shall not have the right of ingress and egress over the surface of the
Sale Tract for mining, drilling, exploring, operating or developing such water, oil,
gas or other minerals. Notwithstanding anything to the contrary, nothing herein
shall be construed as preventing Seller and Seller's successors and assigns from
using, exploring for, developing or producing the water, oil, gas and other minerals
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CITY SECRETARY
FT. WORM IX
in and under the Sale Tract, or lands pooled or unitized therewith, by pooling or by
wells drilled and other subsurface operations in and under the Sale Tract (including,
without limitation, directional or horizontal drilling techniques, fracturing and other
completion operations) originating from surface locations not on the Sale Tract, or
by any other method that does not require ingress and egress over the surface of the
Sale Tract. Such water and mineral reservation shall be reserved in the Deed
(hereinafter defined) and shall be a Permitted Exception (hereinafter defined).
(b) Reserved Utility Easement. There shall be reserved from the
conveyances hereunder for Seller and Seller's successors and assigns, the right of
free, uninterrupted and perpetual use of a utility easement approximately 10' in
width along all boundaries of the Parent Tract (the "Reserved Utility Easement")
(with the exact portions of the Reserved Utility Easement that affect each of the
Sale Tract, Dedication Tract I and Dedication Tract 2 being shown on Exhibit"B-
I" to each of the three forms of Deeds attached Exhibits "B" "C" and "D" to this
Contract. Such Reserved Utility Easement shall be reserved in the Deeds and
shall be a Permitted Exception.
(c) Avigation Easement. Seller shall reserve for the benefit of the
City of Fort Worth, Texas, Alliance Airport Authority, Inc., Alliance Air
Management, Ltd. (d/b/a/Alliance Air Services), Alliance Aviation Management,
Ltd. (d/b/a Alliance Aviation Services), Alliance Aviation Investors, L.P.,
Alliance Air Services, Inc., Alliance Aviation Services, Inc., persons or entities
conducting aircraft and aviation related operations to, at, from or in the vicinity of
Fort Worth Alliance Airport ("Alliance Airport"), persons or entities owning,
leasing or occupying facilities at or in the vicinity of Alliance Airport and persons
or entities operating any business at or in the vicinity of Alliance Airport, an
easement in the form provided in Exhibit "B" to forms of Deed attached hereto
("Avigation Easement"). Such Avigation Easement shall be a Permitted
Exception.
(d) Air Space Easement. Seller shall reserve a perpetual non-
exclusive assignable easement across and through all air space from a height of
17.5 feet above the surface of the Parent Tract to an infinite height above the
surface of the Parent Tract, to use such air space for any use that does not
unreasonably interfere with Purchaser's permitted use of the Parent Tract or
improvements placed by Purchaser in such easement area that are consistent with
Purchaser's permitted use of the Parent Tract ("Air Space Easement"). Such Air
Space Easement shall be a Permitted Exception.
ARTICLE 11
PURCHASE PRICE
2.1 Purchase Price. The purchase price to be paid for the Sale Tract (the "Purchase
Price") shall be One Million and No/100 Dollars ($1,000,000.00).
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ARTICLE III
CONTRACT CONSIDERATION AND EARNEST MONEY
3.1 Contract Consideration. Notwithstanding anything to the contrary, as
consideration for Seller's execution and delivery of this Contract, Seller shall retain $100.00 of
the Earnest Money (as hereinafter defined) ("Independent Contract Consideration") even if the
Earnest Money is delivered-to Purchaser upon a termination of this Contract. The Independent
Contract.Consideration is in addition to and independent of any other consideration or payment
set forth in this Contract, is nonrefundable, does apply to the Purchase Price, and is fully earned
and shall be delivered to Seller upon any termination of this Contract notwithstanding any other
provision of this Contract.
3.2 Earnest Money; Amount and Payment. Within five (5) business days after the
Effective Date (hereinafter defined), Purchaser shall.deliver, in cash or immediately available .
funds, the amount of $5,000 (the "Earnest Money") to Republic Title of Texas, Inc., 2626
Howell Street, 10t` Floor, Dallas, Texas 75204, (214) 855-8871, Attn: Cathy Moeller (the "Title
Compare_y"). The Title Company shall deposit the Earnest Money in a daily access interest
bearing account at a financial institution whose accounts are insured by the Federal Deposit
Insurance Corporation, with interest thereon to become part of the Earnest Money. The timely
delivery of the Earnest Money is a condition precedent to Seller's obligations hereunder, and if
Purchaser fails to timely deliver the Earnest Money as provided for herein, then Seller may, at
Seller's option, terminate this Contract by delivering written notice to Purchaser at any time
before the Earnest Money is:received by the Title Company, and thereafter neither parry shall
have any further right or obligation under this Contract, unless expressly provided otherwise in
this Contract. The Earnest Money, unless earlier returned to Purchaser or unless delivered to
Seller as herein provided, shall be applied to the Purchase Price at the Closing.
ARTICLE IV
DELIVERY OF SURVEY AND TITLE COMMITMENT
4.1 Items to be Delivered by Seller. Within twenty (20) days after the Effective
Date, Seiler shall provide Purchaser with a current commitment for the issuance of an owner
policy of title insurance to Purchaser from the Title Company, including true, correct and, to the
extent reasonably available from the public records, legible copies of all instruments referred to
in the commitment as conditions or exceptions to title to the Sale Tract, (the "Title
Commitment"). Within thirty (30) days after the Effective Date, Seller shall provide Purchaser
with a current boundary survey of the Sale Tract prepared by a duly-licensed Texas land
surveyor (the "Survey"). The legal description in the Survey, if different from the attached
Exhibit "A-2", shall automatically be substituted as a new Exhibit "A-2" to this Contract. In
addition, within twenty (20) days after the Effective Date, Seller shall deliver to Purchaser (or
make available to Purchaser at Seller's office) copies of any existing environmental and/or
engineering studies uniquely of the Sale Tract within Seller's actual possession. Such
information is made available without representation by Seller or recourse to Seller, and
Purchaser relies on such information at its own risk. Without limiting the generality of the
foregoing, Purchaser acknowledges.that Seller has made no representations (express or implied)
regarding the accuracy of such information, the qualifications of the parties preparing such
information or the conclusions set forth therein. Notwithstanding the foregoing, if Purchaser
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fails to acquire the Sale Tract for any reason other than a default by Seller hereunder, Purchaser
shall pay for the cost of the Survey (which amount, if Purchaser has not previously paid the
surveyor directly, may be deducted from the Earnest Money before it is refunded to Purchaser if
Purchaser is entitled to receive the Earnest Money pursuant to the terms hereof, or if the Earnest
Money has previously been refunded to Purchaser or Purchaser is not entitled to receive a refund
of the Earnest Money, Purchaser shall pay for the cost of the Survey upon being presented with
an invoice therefor), even though such payment obligation is not repeated in the provisions of
this Contract providing for the return of the Earnest Money. Notwithstanding anything to the
contrary contained herein, Purchaser's obligation under the immediately preceding sentence shall
survive the termination of this Contract.
ARTICLE V
SURVEY AND TITLE REVIEW
5.1 Title Review Period. Purchaser shall have until the date that is ten (10) days
after Purchaser's receipt of the last of the Title Commitment and the Survey to review the state
of Seller's title to the Sale Tract (the "Title Review Period"). If the Survey or Title Commitment
reflect or disclose any defects, exceptions or other matters affecting the Sale Tract ("Title
Defects") that are unacceptable to Purchaser for any reason whatsoever, then, prior to the
expiration of the Title Review Period, Purchaser may provide Seller with written notice of its
objections. Any matters shown or disclosed on the Title Commitment or the Survey to which
Purchaser does not object in writing prior to expiration of the Title Review Period shall be
"Permitted Exceptions". Seller may use its reasonable efforts to remove or cure the Title
Defects, but shall not be required to incur any costs or to institute litigation in doing so. If Seller
does not cure any or all of the Title Defects then, prior to the expiration of the Inspection Period
(hereinafter defined),.Purchaser, as its sole and exclusive remedy may terminate this Contract by
delivering a written termination notice to Seller. Notwithstanding anything to the contrary in this
Contract, if Purchaser fails to terminate this Contract by delivering a written termination notice
to Seller prior to the expiration of the Inspection Period, then any Title Defects that Seller has not
cured and which are shown on the Survey or the Title Commitment as such may have been
updated as of the expiration of the Inspection Period shall be deemed to be waived and accepted
by Purchaser and shall be "Permitted Exceptions". If Purchaser terminates this Contract prior to
expiration of the Inspection Period as provided for in this Section 5.1, the Title Company shall
promptly return the Earnest Money to Purchaser, and neither Seller nor Purchaser thereafter shall
have any further right or obligation under this Contract unless expressly provided otherwise in
this Contract.
ARTICLE VI
INSPECTION
61 Inspection Period. Purchaser shall have sixty (60) days following the Effective
Date (the "Inspection Period") in which to review the Parent Tract and to determine whether the
Sale Tract is suitable for Purchaser's needs. In the event that Purchaser, in its sole and absolute
discretion and for any reason or no reason, determines that the Parent Tract is not suitable for its
needs, then Purchaser may terminate this Contract by delivering written termination notice to
Seller on or prior to expiration of the Inspection Period, whereupon the Title Company shall
promptly return the Earnest Money to Purchaser, and neither Seller nor Purchaser thereafter shall
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have any further right or obligation under this Contract except those that expressly survive
termination. If Purchaser does not terminate this Contract during the Inspection Period as
provided above, Purchaser shall be deemed to have waived its right to terminate this Contract
under this Section 6.1 and to have accepted the Parent Tract, the Title Commitment (as such may
have been modified pursuant to Section 5.1 above) and the Survey.
6.2 Site Improvements. Purchaser, at Purchaser's sole expense, shall be responsible
.. for all engineering costs, permitting, platting (if needed), site planning, transportation impact
fees, etc. and other similar costs related to Purchaser's proposed development on the Parent
Tract. Purchaser is responsible for all construction, relocation of utilities, utility connections and
fees (impact, tap, connection, meter or otherwise) associated with development of the Parent
Tract. Seller shall have no responsibility for such development efforts on the Parent Tract. This
Section 6.2 shall survive Closing.
ARTICLE VII
REPRESENTATIONS AND COVENANTS
7.1 Representations of Seller. As of the Effective Date, Seller hereby represents and
warrants to Purchaser, to Seller's current actual knowledge, as follows:
(a) Seller is duly and legally authorized to enter into this Contract and
to carry out and perform all covenants to be performed by it hereunder, and the
person signing on behalf of Seller is authorized to do so.
(b) Neither Seller nor any of its affiliates, nor any of their respective
partners, members, shareholders or other equity owners, nor any of their
respective employees, officers, directors, representatives or agents, is a person or
entity with whom U.S. persons or entities are restricted from doing business under
regulations of the Office of Foreign Asset Control ("OFAC") of the Department
of the Treasury (including those named on OFAC's Specially Designated and
Blocked Persons List) or under any statute, executive order (including the
September 24, 2001 Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action.
(c) Seller has not received written notice of any pending litigation or
condemnation proceedings against or affecting the Parent Tract, or against Seller,
that would reasonably be expected to adversely affect Seller's ability to convey
the Parent Tract at Closing in accordance with this Contract.
(d) Seller is not a "foreign person" as that term is defined in Section
1445(f) of the Internal Revenue Code and any similar provisions of applicable
state law, and the regulations issued thereunder.
The phrase "to Seller's current actual knowledge" and phrases of similar import shall
mean the actual current (and not constructive) knowledge, without inquiry or investigation, of
Robert Folzenlogen ("Seller Representative"). Any reference to Seller's receipt of"notice" shall
mean the receipt of notice by the Seller Representative. Notwithstanding anything to the
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contrary, the Seller Representative shall have no personal liability in connection with any
representations or warranties of Seller made in this Contract. Notwithstanding anything to the
contrary, the representations and warranties in this Section 7.1 shall survive the Closing for a
period of six (6) months.
7.2 Representations of Purchaser. As of the Effective Date, Purchaser represents
and warrants to Seller, to Purchaser's current actual knowledge, as follows:
(a) Purchaser is duly and legally authorized to enter into this Contract
and to carry out and perform all covenants to be performed by it hereunder, and
the person signing on behalf of Purchaser is authorized to do so.
(b) Purchaser has been represented by counsel selected solely by
Purchaser and is not in a disparate bargaining position relative to Seller.
(c) Neither-Purchaser nor any of its affiliates, nor any of their
respective partners, members, shareholders or other equity owners, nor any of
their respective employees, officers, directors, representatives or agents, is a
person or entity with whom U.S. persons or entities are restricted from doing
business under regulations of OFAC (including those named on OFAC's
Specially Designated and Blocked Persons List) or under any statute, executive
order (including the September 24, 2001 Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action.
7.3 Covenants and Agreements. Seller and Purchaser covenant and agree as
follows:
(a) During the Inspection Period, Seller shall give Purchaser and
Purchaser's agents and representatives access to the Parent Tract in order to make
such inspections, surveys, test borings, soil analyses and other tests and surveys
thereon as Purchaser, in its reasonable discretion, shall deem advisable provided,
however, that: (x) Purchaser shall provide at least three (3) days' written notice to
Seller before each entry upon the Parent Tract and coordinate any on-site
inspection or testing of the Parent Tract with Seller's representative, Robert
Folzenlogen (Phone No. 817-224-6021; Email:
robert.folzenlogen Co)hill wood.com), and (xx) any invasive testing other than a
Phase I environmental assessment and a standard geotechnical investigation shall
require Seller's prior written consent, which consent may be withheld in Seller's
sole discretion. The cost and expenses of Purchaser's investigation shall be borne
solely by Purchaser. Purchaser shall deliver to Seller, promptly after receipt
thereof, copies of all engineering reports, environmental reports, soil tests and
other studies, tests and reports obtained by Purchaser with respect to the physical
condition of the Parent Tract, and this obligation shall survive the termination of
this Contract. TO THE EXTENT PERMITTED BY LAW, PURCHASER
HEREBY INDEMNIFIES, RELEASES AND HOLDS SELLER, ITS
PARTNERS, AGENTS AND AFFILIATES HARMLESS FROM ANY
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DAMAGE OR INJURY TO PERSONS OR PROPERTY CAUSED BY
PURCHASER OR ITS AGENTS, EMPLOYEES OR CONTRACTORS OR
RELATED IN ANY WAY TO SUCH PARTIES' ENTRY ONTO THE
PARENT TRACT OR TO SUCH INSPECTIONS AND TESTS. THIS
_ INDEMNITY COVENANT SHALL SURVIVE THE CLOSING OR ANY
TERMINATION OF THIS CONTRACT AND SHALL NOT BE SUBJECT
TO THE LIMITATION OF REMEDIES IN SECTION 10.2 OF THIS
CONTRACT. NOTHING CONTAINED HEREIN SHALL EVER BE
CONSTRUED SO AS TO REQUIRE PURCHASER TO CREATE A
SINKING FUND OR TO ACCESS, LEVY, ASSESS, AND COLLECT ANY
TAX TO FUND ITS INDEMNIFICATION OBLIGATIONS UNDER THIS
AGREEMENT.
Prior to any entry onto the Parent Tract by any agent or consultant of
Purchaser (but not by Purchaser or any employee of Purchaser), such agent or
consultant shall obtain and deliver to Seller an insurance certificate (in form and
substance reasonably acceptable to Seller) evidencing that Purchaser shall have in
full force and effect during the term of this Contract a policy of general liability
insurance with limits of not less than $2,000,000 combined single limit, covering
liabilities for personal injury, death and property damage arising out of activities
on or about the Parent Tract by such agent or consultant, which policy shall. (i}
name Seller as an additional insured; (ii) be underwritten by an insurance
company licensed to do business in the State of Texas and having a Best's rating
of A/VII or better; and (iii) include a contractual liability endorsement with
respect to Purchaser's indemnification obligations hereunder. Purchaser shall use
its best efforts to minimize damage to the Parent Tract and shall cause the Parent
Tract to be restored to substantially the condition existing immediately prior to
entry thereon by Purchaser, its agents, representatives and contractors if the
Closing does not occur (which obligation shall survive the termination of this
Contract and shall not be subject to the limitation of remedies in Section 10.2 of
this Contract).
(b) At the Closing, Seller shall deliver to Purchaser an affidavit in
compliance with Section 1445 of the Internal Revenue Code and applicable
regulations stating, under penalty of perjury, Seller's United States taxpayer
identification number and that Seller is not a "foreign person" as that term is
defined in Section 1445.
ARTICLE VHI
CONDEMNATION
8.1 Condemnation. If prior to the Closing, condemnation proceedings are
commenced by an entity other than Purchaser with respect to a material portion of the Parent
Tract, Seller shall promptly notify Purchaser, and Purchaser may terminate this Contract by
delivering a written termination notice to Seller within ten days after receiving such notice from
Seller. The term "material portion" for the purposes of the immediately preceding sentence shall
mean five percent or more of the gross acres contained in the Parent Tract. If Purchaser does not
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terminate this Contract as provided above, any award in condemnation brought by an entity other
than Purchaser shall become the property of Seller, and if the award is received by Seller prior to
the Closing, the Purchase Price shall be reduced by the amount Seller receives from such
condemnation award, and the condemned land shall not be included in the Deed or be part of the
Parent Tract. In the event of a termination by Purchaser, the Earnest Money shall be
immediately refunded to Purchaser, and Seller and Purchaser thereafter shall have no further
- rights or obligations under this Contract unless expressly provided otherwise in this Contract. If
Purchaser closes under this Contract prior to any condemnation award being paid to Seller, the
Purchase Price shall not be reduced as the result of such condemnation, but Purchaser shall be
entitled to the condemnation award to the extent received from an entity other than Purchaser.
ARTICLE IX
CLOSING
9.1 Time and Place. The sale and purchase of the Sale Tract shall be consummated
at a closing (the "Closing") to be held at the offices of the Title Company; provided that the
parties shall not be required to be physically present at the Closing and may consummate the
Closing through deliveries to the Title Company acting as escrow agent. The Closing shall occur
at 10:00 a.m. Central Time on the date that is thirty (30) days following expiration of the
Inspection Period, unless an earlier date is agreed to in writing by the Seller and Purchaser (the
"Closing Date"). In the event that the parties agree that the Closing shall be held on a date that is
prior to the expiration of the Inspection Period, the Inspection Period shall automatically expire
on such earlier Closing Date.
9.2 Items to be Delivered by Seller at the Closing. At the Closing (except as
otherwise provided below), Seller shall deliver or cause to be delivered to Purchaser, at Seller's
sole cost and expense except as otherwise provided below, each of the following items:
(a) A Special Warranty Deed duly executed and acknowledged by
Seller, in the form of Exhibit"B" attached hereto and incorporated herein by
reference (the "Deed"), conveying unto Purchaser good and indefeasible fee
simple title to the Sale Tract, free and clear of any liens, encumbrances, easements
or other matters affecting title to the Sale Tract except the Permitted Exceptions.
(b) At Purchaser's expense, an Owner's Policy of Title Insurance (the
"Title Policy'), delivered in due course by the Title Company after the CIosing,
issued by the Title Company on the standard form in use in the State of Texas,
insuring good and indefeasible fee simple title to the Sale Tract in Purchaser in a
face amount equal to the Purchase Price and containing no exceptions except the
Permitted Exceptions and the standard printed exceptions therein, except:
W if requested by Purchaser, the exception relating to
discrepancies, conflicts or shortages in area or boundary lines or any
encroachment or overlapping of improvements which a survey might
show shall be deleted except for "shortages in area" with the premium for
such deletion to be paid for by Purchaser;
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(ii) and Purchaser may, at Purchaser's expense, purchase any
extended coverage or endorsements that the Title Company is willing to
provide; and
- (iii) the blank in the taxes exception shall show the year of the
Closing.
(c) Pursuant to Section 12.2 below, a Dedication Deed duly executed
and acknowledged by Seller, in the form of Exhibit"C" attached hereto and
incorporated herein by reference (the "Dedication Deed 1"), conveying unto
Purchaser good and indefeasible fee simple title to Dedication Tract 1.
(d) Pursuant to Section 12.2 below, a Dedication Deed duly executed
and acknowledged by Seller, in the form of Exhibit"D" attached hereto and
incorporated herein by reference (the "Dedication Deed 2"), conveying unto
Purchaser good and indefeasible fee simple title to Dedication Tract 2. The Deed,
Dedication Deed 1 and Dedication Deed 2 are collectively referred to herein as
the"Deeds".
(e) The Development Funds Escrow Agreement contemplated to be
signed by Seller(or an affiliate of Seller)pursuant to Section 12.1 below.
9.3 Items to be Delivered by Purchaser at the Closing. At the Closing, Purchaser
shall deliver or cause to be delivered to Seller, at Purchaser's sole cost and expense except as
otherwise provided below, each of the following items:
(a) The Purchase Price (subject to the credit of the Earnest Money if
Purchaser elects to apply the Earnest Money to the Purchase Price) in all cash or
other immediately available funds.
(b) The Deeds, all executed and notarized by Purchaser.
(c) The Development Funds Escrow Agreement contemplated to be
signed by Purchaser pursuant to Section 12.1 below.
9.4 Adiustments and Prorations. At the Closing, the following items shall be
adjusted or prorated between Seller and Purchaser:
(a) Ad valorem taxes and assessments, owner's association
assessments, and all items of expense regarding the Parent Tract shall be prorated
as of the date of Closing. All items subject to proration pertaining to the period
prior to the Closing Date shall be charged to Seller, and all such prorations
pertaining to the period on or following the Closing Date shall be charged to
Purchaser. Seller's pro rata portion of such taxes and assessments shall be based
upon taxes and assessments actually assessed for the current calendar year or, if
for any reason such taxes and assessments for the Parent Tract have not been
actually assessed, such proration shall be based upon the amount of such taxes
and assessments for the immediately preceding calendar year and later adjusted
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by cash settlement when actual ad valorem taxes and assessments for the year of
the Closing are assessed.
(b) Purchaser may purchase, at Purchaser's cost, title insurance
policies covering the Sale Tract, Dedication Tract 1 and/or Dedication Tract 2.
Except as otherwise provided herein, each party shall pay its share of all other
closing costs as is normally paid by a seller or purchaser, respectively, in a
transaction of this character in Denton County, Texas.
(c) The agreements as to payments, prorations, adjustments and
indemnities in this section shall survive the Closing. In the event that any
adjustments are to be made pursuant to this section after the Closing, then the
party who is entitled to additional monies shall invoice the other party for such
additional amounts as may be owing, and such amounts shall be paid within ten
days from receipt of the invoice.
9.5 Texas Property Code Section 5.010 Notice:
NOTICE REGARDING POSSIBLE
LIABILITY FOR ADDITIONAL TAXES
If for the current ad valorem tax year the taxable value of the land that is the
subject of this Contract is determined by a special appraisal method that allows for
appraisal of the land at less than its market value, the person to whom the land is
transferred may not be allowed to qualify the land for that special appraisal in a
subsequent tax year and the land may then be appraised at its full market value. In
addition, the transfer of the land or a subsequent change in the use of the land may result
in the imposition of an additional tax plus interest as a penalty far the transfer or the
change in the use of the land. The taxable value of the Iand and the applicable method of
appraisal for the current tax year is public information and may be obtained from the tax
appraisal district established for the county in which the land is located.
ARTICLE X
REMEDIES UPON DEFAULT
10.1 Default by Seller. In the event of a breach or default by Seller in the
performance of its covenants under this Contract (except as a result of a default by Purchaser),
and the continuation of such breach or default for ten (10) days after written notice thereof has
been given by Purchaser and received by Seller (the "Notice and Cure Period"), Purchaser shall
have the right, as its sole and exclusive remedy with respect to such breach or default, to
terminate this Contract by delivering written notice thereof to Seller, whereupon neither party
shall have any further rights or obligations under this Contract except as specifically provided
otherwise in this Contract, and the Title Company promptly shall deliver the Earnest Money to
Purchaser, unless Purchaser elects (by delivering written notice (the `Election Notice") to Seller
within 30 days after the expiration of the Notice and Cure Period and by filing a lawsuit for
specific performance within such 30-day period), to enforce specific performance of Seller's
obligations under this Contract and accept such title as Seller is able to convey in which event
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Purchaser's pursuit of such specific performance remedy shall be Purchaser's sole and exclusive
remedy; provided, however, with respect to (A) any title exceptions which existed prior to the
effective date of the Title Commitment and which are discovered by the Title Company for the
first time after Purchaser has received the Title Commitment, and (B) any title exceptions which
arise after the effective date of the Title Commitment which are not caused by Seller or which
are not Permitted Exceptions, Seller shall reasonably cooperate with the Title Company in the
elimination of such title exceptions (but shall not be required to incur costs or to institute
litigation to eliminate said title exceptions), the Closing shall occur as scheduled, and said title
exceptions (to the extent not eliminated) shall be additional "Permitted Exceptions", unless
Purchaser, as its sole and exclusive remedy in lieu of the specific performance remedy provided
above, terminates this Contract by delivering written notice to Seller by no later than the earlier
of (i) five days after the Title Company or Seller gives Purchaser written notice of such title
exceptions or (ii) the Closing Date, in which event Purchaser shall receive a refund of the
Earnest Money, and the parties hereto shall have no further right or obligation to each other
under this Contract except as otherwise expressly provided in this Contract. Notwithstanding the
foregoing (i) Seller shall not be entitled to receive written notice and a ten-day opportunity to
cure in connection with Seller's default in closing the transaction contemplated hereby on the
Closing Date pursuant to Section 9.1, and (ii) in case of such default by Seller in failing to timely
close, the Election Notice must be given and any lawsuit for specific performance must be filed
(if Purchaser elects to pursue such remedy) within 30 days following the CIosing Date provided
for in Section 9.1.
Notwithstanding anything to the contrary contained herein, Purchaser's failure to give the
Election Notice and file a lawsuit for specific performance within the applicable time period set
forth above shall constitute an irrevocable election by Purchaser not to pursue its remedy of
specific performance, in which event this Contract shall automatically terminate, the Title
Company shall promptly deliver the Earnest Money to Purchaser, and neither party shall have
any further rights or obligations under this Contract except as otherwise expressly provided in
this Contract.
Except as otherwise provided in Section 10.3, in no event shall Seller be liable to
Purchaser for damages (whether actual, speculative, consequential, punitive or otherwise) for a
breach or default in the performance of Seller's covenants under this Contract.
10.2 Default by Purchaser. In the event that performance of this Contract is tendered
by Seller and the sale is not consummated as a result of a default by Purchaser, then Seller, as
Seller's sole and exclusive remedy, shall have the right to terminate this Contract by delivering
written notice thereof to Purchaser, whereupon the Title Company shall deliver the Earnest
Money to Seller, free of any claims by Purchaser, as liquidated damages, and neither party hereto
shall have any further rights or obligations under this Contract except as specifically provided
otherwise in this Contract. The Earnest Money is a good faith estimate of actual damages that
Seller would suffer and shall be liquidated damages for default of Purchaser because of the
difficulty, inconvenience and uncertainty of ascertaining Seller's actual damages for Purchaser's
failure to close this Contract.
10.3 Damages. If the Closing occurs, each party shall have the right to pursue its
actual damages against the other party (i) for a breach of any covenant contained herein that is
11
performable after or that survives the Closing (including the indemnification obligations of the
parties contained in this Contract), and (ii) for a breach of any representation or warranty made
by the other party in this Contract (subject to any limitation on survival set forth herein). If the
Closing does not occur, (A) each party shall have its respective rights and remedies under
Section 10.1 and Section 10.2, as applicable, and (B) each party shall have all available remedies
against the other party for a breach of the other party's obligations contained in this Contract that
are expressly provided herein as surviving the termination of this Contract, but neither party shall
have any right to pursue any remedy against the other party on account of a breach of the other
party's representations and warranties set forth herein. In no event shall either party be liable for
any speculative, consequential or punitive damages.
ARTICLE XI
MISCELLANEOUS
11.1 Notices. Any notice, demand or other communication required to be given or to
be served upon any party hereunder shall be void and of no effect unless given in accordance
with the provisions of this section. All notices, demands or other communications must be in
writing and delivered to the person to whom it is directed, either (i) via hand delivery to the
recipient at the address specified below, or (ii) via United States Postal Service certified mail,
return receipt requested, postage prepaid and addressed to the recipient as specified below, or
(iii) via reputable overnight delivery service, postage prepaid and addressed to the recipient as
specified below, (iv) via facsimile transmission to the party at the telecopy number set forth
below, provided that such transmission is followed with a copy sent by overnight delivery, or (v)
via electronic mail to the e-mail address for such party set forth below, provided that such
transmission is followed with a copy sent by overnight delivery. Any notice, demand or other
communication shall be deemed to have been given and received (a) three (3) days following
deposit with the United States Postal Service as certified mail, return receipt requested, postage
prepaid and addressed to the recipient as specified below, (b) one (1) day following deposit with
a reputable overnight delivery service, postage prepaid and addressed to the recipient as specified
below, or (c)if delivered by any other method, upon receipt.
Seller: AIL Investment, L.P.
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn: Robert Folzenlogen.
Telephone: (817) 224-6021
Telecopy: (817) 224-6060
Email: robert.folzenlogen@hillwood.com
with copy to: Hillwood Development Company, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth,Texas 76177
Attn: Don Reid
Telephone: (817) 224-6007
Telecopy: (817) 224-6060
Email: don.reid@hillwood.com
12
with copy to: Kelly Hart &Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: Chad Key
Telephone: (817) 878-3555
Telecopy: (817) 878-9555
Email: chad.key@kellyhart.com
Purchaser: City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
Attn: Roger Venables
Telephone: (817) 392-7600
Email: roger.venables@fortworthtexas.gov_
with copy to: City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Leann Guzman
Telephone:817-392-7600
Telecopy:817-392-8359
Email:leanii.guzman@fo-rtworthtexas.gov
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address. A
party's attorney may send notices on behalf of that party, but a notice is not effective against a
party if sent only to that party's attorney or only to the party without also sending a copy to that
party's attorney.
11.2 Survival. All covenants in this Contract providing for performance after the
Closing shall survive the Closing.
11.3 Binding Contract. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns. Purchaser may not assign this Contract
without the prior written consent of Seller. This Contract may be assigned by Seller to one or
more successor owners of the Parent Tract or a portion thereof and, upon the assignment of this
Contract by Seller, Seller shall have no further liability hereunder provided that the assignee
assumes the obligations of Seller under this Contract.
11.4 Interpretation and Applicable Law. THIS CONTRACT SHALL BE
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS. Where required for proper interpretation, words in the singular shall
include the plural, and the masculine gender shall include the neuter and the feminine, and vice
versa. The descriptive headings of the articles, sections and paragraphs contained in this
Contract are inserted for convenience only and shall not control or affect the meaning or
13
construction of any of the provisions hereof. The term "including," and compounds of the word
"include," when preceding a list shall be deemed to mean "including but not limited to."
11.5 AmendmentlWaiver. Except as provided above with respect to the
automatically substituted Exhibit"A-2" Sale Tract description, this Contract may not be
modified or amended, except by an agreement in writing signed by the Seller and Purchaser. The
parties may waive any of the conditions contained herein or any of the obligations of the other
party hereunder, but any such waiver shall be effective only if in writing and signed by the party
waiving such conditions or obligations.
11.6 _Attorneys' Fees. In the event either party files a lawsuit in connection with this
Contract or any provisions contained herein, then the party that prevails in such action shall be
entitled to recover from the non-prevailing party, in addition to all other remedies or damages as
limited herein, reasonable attorneys' fees and costs of court incurred in such lawsuit..This
covenant shall survive the Closing or termination of this Contract.
11.7 Entire Agreement. This Contract (as amended pursuant to Section 4.1)
constitutes the entire agreement between the parties pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements and understandings of the parties in
connection therewith. Unless set forth in this Contract, no representations, warranties, covenants,
agreements or conditions shall be binding upon the parties hereto or shall affect or be effective to
interpret, change or restrict the provisions of this Contract.
11.8 Multiple Counterparts. This Contract may be executed in two or more-separate
counterparts, each of which shall be deemed an original and all of which together shall constitute
one and the same instrument. Signatures on counterparts of this Contract that are transmitted by
fax or electronic mail shall be deemed effective and binding for all purposes.
11.9 Dates. If,pursuant to this Contract, any date indicated herein falls on a holiday or
a Saturday or Sunday, the date so indicated shall mean the next business day following such date.
The term "holiday" shall mean any day on which state or national banks are not open for
business in the State of Texas. The "Effective Date" of this Contract shall be the date on which
it is fully executed by the last of Seller or Purchaser to do so.
11.10 Brokers. Each party represents and warrants to the other that no brokers or
finders have been engaged by it, respectively, in connection with the transaction contemplated by
this Contract or, to its knowledge, is in any way connected with this transaction. In the event of
any claim for broker's or finder's fees or commissions in connection with the negotiation,
execution or consummation of this Contract, then each party shall indemnify, save and hold
harmless and defend the other party from and against such claim if it shall be based upon any
statement or representation or agreement made by or allegedly made by the indemnifying party.
This indemnity shall survive the Closing or termination of this Contract.
11.11 Invalidity. In case any one or more of the provisions contained in this Contract
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof, and this Contract shall
14
be construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
11.12 Time of Essence. Purchaser and Seller acknowledge that time is of the essence in
this Contract.
11.13 _Acceptance. This document constitutes an offer by Purchaser to purchase the
Sale Tract from Seller on the terms set forth herein. Seller shall have until 5:00 P.M., Fort Worth,
Texas, time, on the date that is fourteen (14) days after Seller's receipt of Purchaser's original
executed counterpart of this Contract, to sign and return a fully signed original of this Contract to
Purchaser; otherwise the offer set forth in this Contract shall be automatically revoked and of no
further force or effect.
11.14 1031 Treatment as Like-Kind Exchange. Purchaser and Seller acknowledge
and agree that Seller may desire to have its transfer of the Sale Tract to Purchaser qualify as a
deferred like-kind exchange within the meaning of Section 1031 of the Internal Revenue Code of
1986, as amended. Seller and Purchaser acknowledge and agree that Seller intends to effectuate a
deferred like-kind exchange through the use of an intermediary in the manner described in Treas.
Reg. § 1.03l(k)-1(g)(8), example 4, or other applicable provision. Purchaser agrees to reasonably
cooperate with Seller in effectuating such a deferred like-kind exchange through the use of such
an intermediary including consenting to an assignment of Seller's rights under this Contract to an
intermediary. Purchaser, however, shall have no obligation to locate, contract for or take title to
any property that Seller may wish to acquire or to incur any indebtedness or other obligation as a
part of Purchaser's agreement to cooperate.
11.15 Location of Flood Plain. Seller makes no representation or warranty, express or
implied, regarding the location of any 100 year flood plain or U.S. jurisdictional waters or the
impact of a 100 year flood plain or U.S. jurisdictional waters on the Sale Tract. Any costs or
expenses associated with the revision of the 100 year flood plain or revision of the 100 year
flood plain map or in connection with U.S. jurisdictional waters, including without limitation (a)
administrative and filing expenses for obtaining a conditional letter of map revision or letter of
map revision or in dealing with or complying with any directives or requirements of the U.S.
Army Corps of Engineers, and (b) costs of construction to revise the 100 year flood plain or in
connection with development or construction within or near any U.S.jurisdictional waters, shall
be borne solely and exclusively by Purchaser, and Seller shall have no liability therefor.
11.16 As Is. PURCHASER ACKNOWLEDGES THAT EXCEPT FOR ANY
EXPRESS WARRANTIES AND REPRESENTATIONS CONTAINED IN THIS
CONTRACT AND SELLER'S SPECIAL WARRANTY OF TITLE CONTAINED IN
THE DEEDS, PURCHASER IS NOT RELYING ON ANY WRITTEN, ORAL, IMPLIED
OR OTHER REPRESENTATIONS, STATEMENTS OR WARRANTIES BY SELLER
OR ANY AGENT OF SELLER OR ANY REAL ESTATE BROKER OR SALESMAN.
ALL PREVIOUS WRITTEN, ORAL, IMPLIED OR OTHER STATEMENTS,
REPRESENTATIONS,WARRANTIES OR AGREEMENTS,IF ANY,ARE MERGED IN
THIS CONTRACT. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
SELLER SHALL HAVE NO LIABILITY TO PURCHASER, AND PURCHASER
HEREBY RELEASES SELLER FROM ANY LIABILITY FOR, CONCERNING OR
15
REGARDING (1) THE NATURE AND CONDITION OF THE PARENT TRACT,
INCLUDING THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (2) ANY
IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; OR (3) THE
COMPLIANCE OF THE PARENT TRACT WITH ANY LAWS, RULES, ORDINANCES
OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY. EXCEPT AS
OTHERWISE EXPRESSLY SET FORTH HEREIN, SELLER HAS NOT MADE, DOES
NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTIES,
REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED,
OR ARISING .BY OPERATION OF LAW, AS TO THE MERCHANTABILITY,
HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION OF
THE PARENT TRACT OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE. PURCHASER AFFIRMS THAT PRIOR TO CLOSING
PURCHASER SHALL HAVE (i) INVESTIGATED AND INSPECTED THE PARENT
TRACT TO ITS SATISFACTION AND BECOME FAMILIAR AND SATISFIED WITH
THE CONDITION OF THE PARENT TRACT, AND (ii) MADE ITS OWN
DETERMINATION AS TO (a) THE MERCHANTABILITY, QUANTITY, QUALITY
AND CONDITION OF THE PARENT TRACT, INCLUDING THE POSSIBLE
PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES
OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS, AND
(b) THE PARENT TRACT'S SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR USE. PURCHASER HEREBY ACCEPTS THE PARENT TRACT IN ITS
PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS",
INCLUDING ENVIRONMENTAL, BASIS AND ACKNOWLEDGES THAT (i)
WITHOUT THIS ACCEPTANCE, THIS SALE AND CONVEYANCE WOULD NOT BE
MADE, AND (ii) THAT SELLER SHALL BE UNDER NO OBLIGATION
WHATSOEVER TO UNDERTAKE ANY REPAIR,ALTERATION, REMEDIATION OR
OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE
PARENT TRACT. PURCHASER FURTHER ACKNOWLEDGES THAT THE
PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO
PURCHASER AND THAT PURCHASER FULLY UNDERSTANDS AND ACCEPTS
THE SAME. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE
CLOSING.
ARTICLE XII
POST-CLOSING DEVELOPMENT AND DEDICATIONS
12.1 Development Funds Escrow Agreement. At Closing, Seller's affiliate,
Hillwood Alliance Services, LLC ("HAS") and Purchaser shall execute a Development Funds
Escrow Agreement in the form of Exhibit "E" attached hereto (the "Development Funds Escrow
Agreement"), which shall provide for, among other things, the post-Closing construction by
HAS of certain Infrastructure Improvements, as more particularly set forth in the Development
Funds Escrow Agreement. Seller and Purchaser acknowledge that Seller agreed to take on
certain preliminary undertakings and expenses to move the park project and the planning for the
Infrastructure Improvements forward, and that at Closing, Seller shall receive reimbursement for
such casts including, without limitation, the costs of planning and engineering, surveys and other
similar costs incurred by Seller prior to Closing (collectively, the "Reimbursable Costs"). Seller
shall, pursuant to the Development Funds Escrow Agreement, escrow at Closing Seller's net
16
proceeds from the Closing, after reimbursement to Seller of the Reimbursable Costs (and
excluding the amount of the Reimbursable Costs) and other Closing expenses and proration,
which escrowed amount shall not exceed $1,000,000.00 (the "Escrowed Funds") to be used to
pay for completion of the Infrastructure Improvements. Seller will not be required to spend any
amount in excess of the Escrowed Funds on the Infrastructure Improvements.
12.2 Dedications.. At Closing, pursuant to the existing MOU, Seller agrees to execute
and deliver to Purchaser Dedication Deed 1 pursuant to which Seller will convey to Purchaser
Dedication Tract 1. At Closing, Seller also agrees to execute and deliver to Purchaser
Dedication Deed 2 pursuant to which Seller will convey to Purchaser Dedication Tract 2.
12.3 Community Park Fee and Dedication Status. At or prior to Closing, Seller and
Purchaser agree to agree upon and insert into an amendment to this Contract an updated tally as
of the Closing Date regarding the number of Community Park acres dedicated (both as required
pursuant to the MOU and any dedication acres in excess of the amount required by the MOU),
the amount of Community Park Fee credits used as of the Closing in connection with
development of Anticipated Units, and the remaining Community Park Fee credits that Seller or
its affiliates may use in the future (both for the Anticipated Units and for other units or
developments).
12.4 License to use the Name "Alliance" in the Name of the Park. If requested by
Purchaser, Seller agrees at Closing to cause its affiliate to execute a license authorizing
Purchaser to use the name "Alliance" in the name of the park to be constructed/ operated on the
Parent Tract following Closing, in a form reasonably acceptable to Seller or Seller's affiliate, as
appropriate.
12.5 Naming Rights for Facilities Within the Park. After Closing, Seller and
Purchaser shall discuss the possibility and potential terms pursuant to which Seller or Seller's
affiliates may have the right to name certain facilities within the park to be constructed and
operated on the Parent Tract (the "Naming Rights"). Seller's Naming Rights shall be consistent
with Purchaser's Park and Facility Naming Policy, and shall be on terms acceptable to Purchaser
and Purchaser's policies. This Section 12.5 shall survive Closing.
[signatures on following page(s)]
17
Executed by Seller and Purchaser to be effective as of the Effective Date.
SELLER:
AIL INVESTMENT,L.P.,
a Texas limited partnership
By: AIL GP,LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
Date: ZO
C)FF�ICIAL RECORD
wy SECRETARY
[sign tore page] FT. '1�O1�`�'V `TX
PURCHASER:
CITY OF FORT WORTH,
a municipal corporation of Tarrant County,Texas
B y:
Jesus Chapa
Assistant City Manager
Date:
Ro ded r Approval by:
R ge V abl s, ssistant Director
pop ty Mana went
APPROVED AS TO FORM
AND LEGALITY:
� Leann Guzman
Assistant City Attorney
AT EST: 0�
i.F
M "1.0.....'................%.6 '
ary Kays
City Secretary •;
r
t •f 7�
OFFICIAL RECORD
[signature page] CITY SECRETAV
FT. WORT",Tie
The undersigned Title Company acknowledges receipt of the Earnest Money and agrees
to hold and disburse the Earnest Money as provided in this Contract.
REPUBLIC TITLE OF TEXAS,INC.
By:
Name: d
Title:
Date:
Attachments:
Exhibit"A-I" -- Parent Tract Description
Exhibit"A-2" -- Sale Tract Description.
Exhibit"A-3" -- Dedication Tract 1 Description
Exhibit"A-4" - Dedication Tract 2 Description
Exhibit"B" -- Special Warranty Deed
Exhibit"C" -- Dedication Deed 1
Exhibit"D" -- Dedication Deed 2
Exhibit"E" -- Development Funds Escrow Agreement
OFFICIAL RECORD
[title company receipt page] FT. WORT Ho TX
EXHIBIT "A-1" TO CONTRACT OF SALE
PARENT TRACT DESCRIPTION
A Dem 4itton of-a
16.1.75 Aire tract of Land
a Wxjiou bf the rewaiWei ofthat ftm�t of 1W.14mited iu tht.A.*atelwa$11OZY,
Abiwa Nis 596,the A,Robhvou St"ey,Abatv a Mad1w 1119,the 14,Peru Stew
mmact Wwo a 1022 iro a i cM,"_&PAX-Co.Sluwvy AWttavNujOIba laft DeAtua
County,Tams a3 duaiUd Vy dtad to AM laveWme*,LP(Pmtl 1)tetol&4 ilk"Wimear
NvmW 1998-117441,Rvtl Ropeny Rew0i'4%IDeidon CamM Texm atd teWs-MOTe
P'Irticularly de--�Cacfi 44 roffowni:
RUGUN-N-MG at a 58 iach imn rod Ivith plaik v1p OamPt4'?eIotOn7fOiwdm the sviftzvit
of Eagle Rlik-my.-ivariable widfil iight-of-,way tad satedto Om it of Foo Wt)r%mi-
rmorded in Ih_0nmiwt?413mbu 1013-14919-3,vaid Co Wy Records;
THENCE N 88-40-35-E,$60.49 feet to a 518 ig a iwiR found at the suuth-emnmmcr of The
-if 6rem ention ed AIL R m ftrent,LY.deed(V awel 4);
THENCE N 00-3638-W,55.01 fit mt Ae east line of smid parcel 4.-
TRENCH S S 9 AS-44-E,5 2.64 f toad ing mid cast ii ne to,the P 0 rNT Of BE MMING;
Tart N W33'527W 781-24 ket;
THENCE N 88123'09-E,M-93 ker;
THE-NCE N 55*35�47-8,212_57&el,
IBUNCE N2 O1 OT39M, t 602,61&&t;
TW4CE X SS`54'561,235.1 feet
TfMNCX W 1,G_-4 1'1�TW,76S.91 feet,
TME PSTIM X 89*37'14'1, 1651"S fed,
THENCE IS 7597'20'T,4-,t'24 ktt,
THENCEN. 93*51'397,W37 feet,
T,TWN(-T,S 0MY107-W,777.67 f�e4
THENCE S 64040'10711V, 1152,75&et,
THENCE S 08004'56"W,&US ftt;
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EXHIBIT"A-1"to Contract --Page I
TMNCE S 5 1"0'IT E,671.24 ket,
THL:NCE S 2,0"55'1& IVA'12.93 feFff,
TWINCE S W34'44-E-37737&46-,
'r W- 1"N GE s 2 511,12 51161-W,9 103 1 &0
UM NCY,N 89'48'44'W�2,36 1-vj2 feet tq lilt polity of u4mmim-w, 133,018
�,qjj- am_we fe-tt(w 1.6�15 me4 of b-,d more or k!4,
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apt tjsplhlafy, dAh d4mgment shA9 not be rmkftled f-61 mlYPOOse�trjd suail riot be mtd of
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EXHIBIT"A-1"to Contract --Page 2
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EXHIBIT"A-1"to Contract --Page 3
EXHIBIT "Aa2" TO CONTRACT OF SALE
SALE TRACT DESCRIPTION?F#
E3M
BEING a tm ct of laad Ww tp.4 ia the JL Hcude rsoa Swvcy,AN tm 0 Will Wbu 596.aad the A,
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EXHIBIT "A-3" TO CONTRACT OF SALE
DEDICATION TRACT I DESCRIPTION
F-vh%it*A-3"
tract of Land
BBC a tuctoflv situated ia the A.Htuflepnn Sw. .,kbffxacf-N'umIxT 5945,Dcntm
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THKqCZ S 01`09'35"E,71-82 king wil the urst Hat:of said AIL lhveitmmt tract
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TMINCE S 00`4 l'OT'Y-79S.91 l to the POI -f Of UG WNG
THINCE S 00"41'OTT,98.30 Rrt-,
TBENCE N 89019'53-E,1204-0 fep-t;
THENCIE S OOq43--i.D3'"%%97U0 tet;
THE,XCE 5 881511 VIV, 1404-M fw;
THENCE N 011OV39"Wl, 1066-AS f4ri,
=iCE N 8r5-f5O"F. 5.1 fit to the Print of B -n gn mai I "
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spue fiel or 3 2-330 acm,of tw iJ jxwe o,.lesii,
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EXHIBIT"A-3"to Contract Page 2
EXHIBIT "Aa4" TO CONTRACT OF SALE
DEDICATION TRACT 2 DESCRIPTION
F�.hL.biit"A-TN
Irk iaipt ou ofA0 , 02 Acre tread ruf ,.md
_ BrUNG a ta a off alml sitmi rd 0`b e A.Herldelsoll sutwy. kUo%a zqulylx%r 5 0,the A..
Deatan t< mty,'.exx,,Cj j�o Vman a.ofttta t tract Of1ma&mAl5kdby de. to AIL lwombndlt,
IP(� 11 j rem&d iR Ii r mileV Nnni r 109 1I.744I R Vmprtly Records.,Dentan
CO'-Ml N V at m ima xud ftvx t U southwest coma of tmid AIL Iuvw ant 9
T INCE NZ 430 '50"E� 74"AD fal;to the POUNT Of BEGINN-t�'
TIC 90231011�702_ 3
THENCE N 55-35'4T E, 12-57 ke;
THENCE N 01` '3 53656 fix-4
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THENCE 00043'0 l� 00-80 fit,
THFUN W 00"08' 1"E,930-56fmt tathe north rmz ofihtaftcuug� d AIL Ihvestmmt
TRUNCE N 8 051W 331,51�50 IfUt whet iwd wou litt tolc ii�,ij i-7,i t comer of said AEL
wrt
Tit %ith ie et line of 4d:..AIL lm-cement ftaM thtfoRinaing bmmg� disc =:
S 010 't TM� 777-67
W401T 73115.1 5 I ,t,
S 004'5 V,62.35 feet,
51*WOM,67tM f x
25§�1 ' s 4 _ -fezt
Net AU a
EXHIBIT"A-4"to Contract --Page I
TFM. Ar(,.E N&-F4S-'447VV'.,23,61.62 fed'.(Vqlou s nud cast Out to Out Volm.of R�O.". g mul
or 92-2U2 ha,��of Judulme or ksii,
,Imtg P41 y ArN Of0h
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EXHIBIT"A-4"to Contract Page 2
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x7r�M FItiTJA1@�� Ta i�tl sd It +I�i L#CF s1S T.l�ri"� 0. ,%2x"gym"
EXHIBIT"A-4"to Contract --Page 3
EXHIBIT "B"TO CONTRACT OF SALE
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.
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
That AIL Investment, L.P., a Texas limited partnership ("Grantor'), for and in
consideration of the acceptance of the terms, conditions and reservations contained herein by the
City of Fort Worth, Texas, a municipal corporation of Tarrant County, Texas ("Grantee"),
whose address is 200 Texas Street, Fort Worth, TX 76102, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Has GRANTED, SOLD, and CONVEYED, and by these presents does GRANT,
SELL, and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that
certain tract of real property situated in Tarrant County, Texas described in Exhibit "A" attached
hereto and made a part hereof by reference (the"Property").
This conveyance of the Property is made and accepted subject to the following
(collectively, the "Permitted Exceptions"): (i) the restrictions and reservations hereinafter set
forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part
hereof by reference, (iii) the restrictions set forth on Exhibit "C" attached hereto and made a part
hereof by reference, and (iv) all matters of record affecting the Property that may exist as of the
recordation of this instrument and all matters that a current, accurate survey of the Property
would reveal. Grantor shall pay all 2019 ad valorem taxes against the Property.
The Property is conveyed to Grantee to be used only for the following purpose (the
"Permitted Purpose'): as a public park, to include passive, vacant, open space and unimproved
property. Property that is unimproved and not actively used by the public is also a Permitted
Purpose.
There is excepted from this conveyance and reserved unto Grantor all of the water
(including, without limitation, underground water from any and all depths and geological
formations, surface water, diffuse surface flow and runoff, and harvested rain water), oil, gas and
other minerals in, on or under the Property and that may be produced from it; provide d, however,
Grantor shall not have the right of ingress and egress over the surface of the Property for mining,
drilling, exploring, operating, and developing such water, oil, gas and other minerals.
Notwithstanding anything to the contrary, nothing herein shall be construed as preventing Grantor
and Grantor's successors and assigns from using, exploring for, developing or producing the water,
oil, gas and other minerals in and under the Property, or lands pooled or unitized therewith, by
pooling or by wells drilled and other subsurface operations in and under the Property (including,
EXHIBIT`B"to Contract --Page I
without limitation, directional or horizontal drilling techniques, fracturing and other completion
operations) originating from surface locations not on the Property, or by any other method that does
not require ingress and egress over the surface of the Property.
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
otherwise specifically stated in this Deed, GRANTOR MAKES NO REPRESENTATION,
EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT
IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF
WHICH WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE
EXPRESSLY DISCLAIMED.
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; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto 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.
[signature(s) on following page(s)]
EXHIBIT`B" to Contract --Page 2
EXECUTED this day of , 20—.
= AIL INVESTMENT,L.P.,
a Texas limited partnership
By: AIL GP, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
THE STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20�, by
, of AIL GP, LLC, a Texas limited
liability company, as general partner of AIL Investment, L.P., a Texas limited partnership, , on
behalf of said limited partnership.
Notary Public, State of Texas
EXHIBIT`B"to Contract --Page 3
ACCEPTED ON THE TERMS AND
CONDITIONS CONTAINED HEREIN:
City of Fort Worth., Texas
By:
Name:
Title:
Approved as to Form and Le alit
Assistant City Attorney
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20—, by
of the City of Fort Worth, Texas, and by
Assistant City Manager of the City of Fort Worth, Texas,
a municipal corporation, on behalf of the City of Fort Worth, Texas.
Notary Public, State of Texas
AFTER RECORDING, RETURN TO: WITH COPY TO:
City of Fort Worth AIL Investment,L.P.
Property Management Dept. 9800 Hillwood Parkway Suite 300
900 Monroe St., Suite 400 Fort Worth, TX 76177
Fort Worth, TX 76102 Attention: L. Russell Laughlin
Attention: Roger Venables
EXHIBIT"B"to Contract --Page 4
Exhibit"A" to Deed
Legal Description
[to be attached at Closing]
EXHIBIT"A"to Deed --Page I
Exhibit"B" to Deed
Easements Reserved
I. Grantor reserves a perpetual easement on, over, under and across the portion of the
Property described below as the "Easement Area" for the purposes of installing, operating,
upgrading and maintaining underground fiber optic lines, equipment and other utilities, as
determined by Grantor(collectively, the "Facilities"). Neither Grantee nor its successors or assigns
shall take any action that shall interfere with Grantor's use of the Easement Area for the purposes
set forth above. This Reserved Easement is an easement in gross and is assignable in whole or in
part by Grantor. The term "Easement Area" means a ten-foot (10') wide portion of the Property
within and along certain boundaries of the Property as generally shown on Exhibit "B-1"
attached hereto and incorporated herein by reference.
NEITHER GRANTOR NOR ITS ASSIGNEES IS OBLIGATED TO INSTALL ANY
FACILITIES. SUCH DECISION SHALL BE MADE IN THE SOLE DISCRETION OF
GRANTOR OR ITS ASSIGNEE.
2. Grantor reserves for the benefit of the City of Fort Worth, Texas, AllianccAirport
Authority, Inc., Alliance Air Management, Ltd. (d/b/a Alliance Air Services), Alliance Aviation
Management, Ltd. (d/b/a Alliance Aviation Services), Alliance Aviation Investors, L.P., Alliance
Air Services, Inc., Alliance Aviation Services, Inc., persons or entities conducting aircraft and
aviation related operations to, at, from or in the vicinity of Fort Worth Alliance Airport
("Alliance Airport"), persons or entities owning, leasing or occupying facilities at or in the
vicinity of Alliance Airport and persons or entities operating any business at or in the vicinity of
Alliance Airport (collectively, the "Benefited Parties") an easement on the Property for:
(a) the free and unobstructed use and passage of all types of aircraft over the
Property; and
(b) noise, vibration, fumes, dust, other particulate matter, fuel, or lubricant resulting
from aircraft landing, taking off or operating at, to or from Alliance Airport.
Grantee, by accepting this Deed, for itself and all future owners of all or any portion of the
Property, acknowledges that the Property is in the vicinity of AIliance Airport and accepts and
releases the Benefited Parties from all claims, causes of action and liabilities of any nature
arising out of or in connection with the use of the easement or related to the proximity of the
Property to Alliance Airport and the annoyances and effects resulting therefrom, including,
without limitation, noise, vibration, fumes, dust, fuel, lubricants, other particulate matter and
interference with sleep and communication.
3. Grantor hereby reserves a perpetual non-exclusive assignable easement across and
through all air space from a height of 17.5 feet above the surface of the Property to an infinite
height above the surface of the Property, to use such air space for any use that does not
unreasonably interfere with Grantee's permitted use of the Property or improvements placed by
Grantee in such easement area that are consistent with Grantee's permitted use of the Property.
This easement is an easement in gross and is assignable in whole or in part by Grantor.
EXHIBIT`B"to Deed --Page I
By its acceptance of this Deed, Grantee agrees, subject to any necessary approvals by its
governing body, to execute such further instruments confirming or evidencing the easements
reserved in this Exhibit `B" as Grantor from time to time may reasonably request, including, but
not limited to, any utility easement documents used by any utility company, although such
execution is not necessary for the exercise of any rights under this easement.
EXHIBIT`B"to Deed --Page 2
Exhibit"B-1"to Deed
Description of the Easement Area
[see following pages]
EXHIBIT"B-I"to Deed —Page I
DESCRIPTIO.-Iq OF A
I W F,ASEMEii T RESERVATION
BEING u tract of Wid rituated in the A. F-ituide son Survey, Ah.gi r,act Number 596,and the A.Rubinson
Survq, Abstract Number I i I%1,.0 ity of 1-oll W4111 lr. 13a;itt{m Cuunly, Tex-m tutu being TT porlim of the
remairrdc.r of lhw tree# of land desexibed by deed to AIL Investment, 1..P., recorded in In.4lrument Number
1998-1 17441. Real Properly Records, Denton County.J'cxas �md being rnc)Jx:particn1ady described by
runes and bounds as foiluws;
COMMENCING at a railroad spike found in Li#sey Road la paved traveled roadway of umictenntued
%vidIh)and being the nprthw"varner of wiid remniiidar tract and heiug the nor dicast comer of Ihat INC[
of land c1mr-ibed by dataii to All. lnvesirnm9t, L.11., rc(!ordexl in lnsimmoni Numbo 2016-1 19902. said
Rcal Property Rceurds;
THENCE S 01"09'35"E. 71.82 feel, 3vi#h the cam mon im51 and +pest Iine ol'�aid A11. lnvestmeni traois,,
T14KNCH N 89°37'14"E, 104,75 feet, delxarting mid common Iine, to a 519 inch imn rpd, Willi plastic.
cap stamped 'Telotcrn". found at the 110INTOF BEGINNING;
THY NC N 89a37'14"F, 1652_99 rest, t«a 51H inch iron rod, witii plastic cap stumped "I'el0ton", foilnd
in the wdh Iine of said rerrlainder tract and being in ilie south tine ofihat taut a1'lurid clesciibcd by deed
to the City ul`Cnrt Wcx1h, recorded in Inmrument Nk4mbux 201 2-1442'70,said Real Paoperty Records;
THENCE S 75"37'21"F,44,24 fret, with said cAu imon Iine. to a 518 inch iron r:xl. With pk,% is rap
fi#$trl {1 "Pelotorr", lbund;
'111FNVE N S8"S1 19+'R„ 3 M 6 7 1ee1;
TIIENCE 5 00"0H'2.1"W. Ift.00 (�,-1, depnr'ting said i:ummon IiLie;
THENCE over and across said remainder tract [lie foli.nwing bearings mad disulnG��=
S 88`5VW ►N, 329,01 fee(;
N 75°37'21' W.44.30 feel;
8917'14„W. 164 I.S.) fey€;
5 04"411'97"E, 765.7q feel;
S 88°54'511" . 1{-00 feet;
THENCE N W41'07"W. 775.91 reel, 10 Ilae Point of Begini3ing mul containing 27,898 hxjwlrc rccl or
0,640 acres o r land itxom or lt% .
"Integral ftIN Of 111js POL'LlML'11
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Exhibit"C"to Deed
Use Restrictions
Grantor intends for the Property conveyed pursuant to the Deed to which this Exhibit "C"
is attached and made a part (the "Deed") to be developed in accordance with the standards set
forth herein, Grantor hereby declares that the Property shall be, and the Property is hereby sold
and conveyed, subject to the covenants and restrictions set forth in this Exhibit "C" (the "Use
Restrictions") which shall run with the land and be binding on Grantee and all parties having or
acquiring any right, title or interest in the Property or any part thereof, and which shall inure to
the benefit of Grantor, Grantee and each owner of any portion of the Property.
1. No owner of the Property or any portion thereof shall apply for or seek any
change in the zoning applicable to the Property without the prior written approval of Grantor,
which approval shall not be unreasonably withheld or delayed.
2. The following uses are prohibited on the Property:
a. junk yard, salvage yard or storage facility for abandoned vehicles or
abandoned vehicle parts;
b, the dumping and incineration of garbage or refuse of any nature other than
as approved in writing by Grantor, except this restriction does not prohibit the temporary
storage of trash and garbage while awaiting regular-interval off-site disposal thereof
through governmental trash pick-up or other similar such means;
C. the smelting of iron, tin, zinc or other ore unless specifically permitted in
writing by Grantor;
d. sanitary landfills;
e. any sexually-oriented business (as used in this Exhibit "C", "sexually-
oriented business" means a commercial enterprise the primary business of which is the
offering of a service or the selling, renting, or exhibiting of devices or any other items
intended to provide sexual stimulation or sexual gratification to the customer);
f. slaughterhouses or facilities for the rendering of animal substances or for
the skinning or tanning of animal hides;
g1 prisons,jails or other detention or correctional facilities; and
h. residential trailer or mobile homes, including, but not limited to, mobile
home parks.
3. Notwithstanding anything to the contrary, these Use Restrictions shall in no way
restrict or prohibit the following:
a. Playground;
EXHIBIT"C"to Deed --Page I
b. Picnic tables w/out cookers;
C. Multi-use court;
d. Park security lights;
C. Practice backstop w/slab;
f. Ballfield w/lights, irrigation, slab and bleachers/fencing;
g. Soccer goals;
h. Parking (20-30 spaces);
i. Hike and Bike concrete trail;
j. In-Line Skate Rink;
k. Park benches;
1. Water Fountains;
M. Picnic tables w/cookers;
n. Passive non-structured use;
o. Picnic shelter; and
P. Fishing (where applicable).
4. All development activities, including, but not limited to, the design, construction,
installation or planting (as the case may be) of buildings, signage, landscaping, and other
facilities and improvements shall be undertaken and carried out in strict compliance with any and
all municipal, county and other governmental rules, regulations, ordinances and other
requirements that may be applicable to the Property and development activities thereon.
S. No dangerous, noxious, offensive or nuisance activities (as determined in good
faith by Grantor) or any activities which violate any applicable laws shall be conducted or
permitted to occur by the owner of a site on its portion of the Property.
b. The owner of each portion of the Property shall have the duty and responsibility,
at its sole cost and expense, to keep its portion of the Property and buildings and improvements
thereon in a well-maintained, safe, clean, neat, orderly and attractive condition at all times. Such
maintenance includes, but is not Limited to, the following: prompt removal of all litter, trash,
refuse and wastes; lawn mowing; tree and shrub care; watering; other landscaping maintenance;
keeping exterior lighting and mechanical facilities in working order; keeping lawn and garden
areas, driveways and private roads in good repair; keeping all signs in good repair; complying
with all applicable government, health and police requirements; repairing exterior damage to
improvements and striping of parking areas and repainting of improvements. Grantor
EXHIBIT"C"to Deed --Page 2
acknowledges that Grantee will maintain the Property in accordance with its standard
maintenance for municipal parks in Fort Worth, and no greater maintenance obligation shall be
required.
7. Grantee, its successors and assigns, and their respective affiliates, tenants,
invitees, and occupants of the Property or any portion thereof, shall not be authorized to use the
names "Alliance", "AllianceTexas", "Hillwood" or "Heritage", nor the registered logos or marks
of such names, including without limitation, in the name of any building or project or in any
advertising or promotional material without first obtaining a license to use such names from
Grantor or Grantor's affiliate who owns rights to such names.
8. These Use Restrictions shall remain in effect for a period of 75 years from and
after the date of the recording hereof. These Use Restrictions shall be binding upon and
enforceable against not only the owner of each portion of the Property but also all lessees,
tenants or other occupants of the Property or any portion thereof.
9_ These Use Restrictions shall be given full farce and effect notwithstanding the
existence of any zoning ordinance or building codes that are less restrictive. The owner of any
portion of the Property at all times shall comply in every respect with these Use Restrictions and
with any and all applicable laws, ordinances, policies, rules, regulations and orders of all federal,
state, county and municipal governments or their agencies having jurisdictional control over the
Property, specifically including, but not limited to, applicable zoning restrictions placed upon the
Property as they exist from time to time. IN SOME INSTANCES APPLICABLE
GOVERNMENTAL REQUIREMENTS MAY BE MORE OR LESS RESTRICTIVE
THAN THESE USE RESTRICTIONS. IN THE EVENT A CONFLICT EXISTS
BETWEEN ANY SUCH APPLICABLE GOVERNMENTAL REQUIREMENT AND ANY
REQUIREMENT OF THESE USE RESTRICTIONS, THE MOST RESTRICTIVE
REQUIREMENT SHALL PREVAIL. WHERE AN APPLICABLE GOVERNMENTAL
REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE
RESTRICTIONS BUT PERMITS ACTION THAT IS DIFFERENT FROM THAT
REQUIRED BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL
PREVAIL. These Use Restrictions shall be construed under and in accordance with the Iaws of
the State of Texas. Invalidation of any one or more of the provisions hereof, or any portions
thereof, by a judgment or court order shall not affect any of the other provisions or covenants
herein contained, which shall remain in full force and effect.
10. Grantor shall have the right, but not the obligation, to enforce these Use
Restrictions. Enforcement may be made by any proceedings at law or in equity against any
person or entity violating or attempting to violate any part of these Use Restrictions either to
restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate
compensation for any breach or violation of any provision hereof, and the enforcing party shall
be entitled to relief by way of injunction as well as any other remedy either at law or in equity.
The rights, powers and remedies provided herein shall be cumulative and not restrictive of other
remedies at law or in equity, and the exercise of any particular right, power or remedy shall not
be deemed an election of remedies or to preclude resort to other rights, powers or remedies. No
delay or failure to invoke any available right, power or remedy in respect to a breach of these
Use Restrictions shall be held to be a waiver of(or estop a party from asserting) any right, power
EXHIBIT"C"to Deed --Page 3
or remedy available upon the recurrence or continuance of said breach or the occurrence of a
different breach. No other person or entity besides Grantor (or its assignees as provided in
Section 13 below) has a right to enforce these Use Restrictions.
11. Any notice, demand or other communication required to be given or to be served
upon any party hereunder shall be void and of no effect unless given in accordance with the
provisions of this section. All notices, demands or other communications must be in writing and
delivered to the person to whom it is directed, either (i) in person or (ii) delivered by a reputable
delivery service that provides a delivery receipt. Any notice, demand or other communication
shall be deemed to have been given and received when delivered to the below stated address of
the party to whom it is addressed. All' notices, demands and other communications shall be
given to the parties hereto at the following addresses:
Grantor: AIL Investment,L.P.
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn. Robert Folzenlogen
with copy to: Hillwood Development Company, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn: Don Reid
with copy to: Kelly Hart&HalIman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: Chad Key
Grantee: City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
Attn: Roger Venables
with copy to: City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Leann Guzman
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
12. These Use Restrictions may be amended or terminated only by written document,
recorded in the Real Property Records of Denton County, Texas, executed by (i) Grantor (or its
successors or assigns), and (ii) the parties who, at the time involved, own fee title to at least 75%
EXHiBtT"C"to Deed --Page 4
in the aggregate of the gross square footage of land area (as distinguished from the square
footage of any improvements) of the Property.
13. Grantor may freely assign its rights hereunder to any third party; provided,
however, no party shall succeed to the rights of Grantor under these Use Restrictions unless
Grantor expressly and specifically assigns its rights as Grantor under these Use Restrictions in an
assignment executed expressly and specifically for such purpose and such assignment is recorded
in the Real Property Records of Denton County, Texas. Upon any such assignment, the assignor
of the rights of Grantor shall have no further rights under these Use Restrictions. In addition, at
any time Grantor may voluntarily terminate its rights in whole or in part under these Use
Restrictions by filing notice of such voluntary termination in the Real Property Records of
Denton County, Texas.
EXHIBIT"C"to Deed --Page 5
EXHIBIT "C"TO CONTRACT OF SALE
DEDICATION 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.
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
That AIL Investment, L.P., a .Texas limited partnership ("Grantor"), for and in
consideration of the acceptance of the terms, conditions and reservations contained herein by the
City of Fort Worth, Texas, a municipal corporation of Tarrant County, Texas ("Grantee"),
whose address is 200 Texas Street, Fort Worth, TX 76102, and other.good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY,
unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property
situated in Tarrant County, Texas described in Exhibit "A" attached hereto and made a part
hereof by reference (the "Property").
This conveyance of the Property is made and accepted subject to the following
(collectively, the "Permitted Exceptions"): (i) the restrictions and reservations hereinafter set
forth, (ii) the easements reserved as set forth in Exhibit `B" attached hereto and made a part
hereof by reference, (iii) the restrictions set forth on Exhibit "C" attached hereto and made a part
hereof by reference, and (iv) all matters of record affecting the Property that may exist as of the
recordation of this instrument and all matters that a current, accurate survey of the Property
would reveal. Grantor shall pay all 2019 ad valorem taxes against the Property.
The Property is conveyed to Grantee to be used only for the following purpose (the
"Permitted Purpose"): as a public park, to include passive, vacant, open space and unimproved
property. Property that is unimproved and not actively used by the public is also a Permitted
Purpose.
There is excepted from this conveyance and reserved unto Grantor all of the water
(including, without limitation, underground water from any and all depths and geological
formations, surface water, diffuse surface flow and runoff, and harvested rain water), oil, gas and
other minerals in, on or under the Property; provided, however, Grantor shall not have the right of
ingress and egress over the surface of the Property for mining, drilling, exploring, operating, and
developing such water, oil, gas and other minerals. Notwithstanding anything to the contrary,
nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from
using, exploring for, developing or producing the water, oil, gas and other minerals in and under the
Property, or lands pooled or unitized therewith, by pooling or by wells drilled and other subsurface
operations in and under the Property (including, without limitation, directional or horizontal drilling
EXHIBIT"C"to Contract--Page 1
techniques, fracturing and other completion operations) originating from surface locations not on
the Property, or by any other method that does not require ingress and egress over the surface of the
Property.
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
- but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST
EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED.
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; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto 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.
[signature(s) on following page(s)]
EXHIBIT"C"to Contract--Page 2
EXECUTED this day of , 20 .
AIL INVESTMENT,L.P.,
a Texas limited partnership
By: All,GP, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20_, by
of All, GP, LLC, a Texas limited
liability company, as general partner of AIL Investment, L.P., a Texas limited partnership, , on
behalf of said limited partnership.
Notary Public, State of Texas
EXHIBIT"C"to Contract--Page 3
ACCEPTED ON THE TERMS AND
CONDITIONS CONTAINED HEREIN:
City of Fort Worth,Texas
By:
Name:
Title:
Approved as to Form and Le alit
Assistant City Attorney
THE STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20_, by
of the City of Fort Worth, Texas, and by
Assistant City Manager of the City of Fort Worth, Texas,
a municipal corporation, on behalf of the City of Fort Worth, Texas.
Notary Public, State of Texas
AFTER RECORDING, RETURN TO: WITH COPY TO:
City of Fort Worth AIL Investment, L.P.
Property Management Dept. 9800 Hillwood Parkway Suite 300
900 Monroe St., Suite 400 Fort Worth, TX 76177
Fort Worth, TX 76102 Attention: L. Russell Laughlin
Attention: Roger Venables
EXHIBIT"C"to Contract--Page 4
E,xhibit"A"to Deed
Legal Description
[to be attached at Closing]
EXHIBIT"A"to Deed --Page 1
Exhibit"B" to Deed
Easements Reserved
1. Grantor reserves a perpetual casement on, over, under and across the portion of the
Property described below as the "Easement Area" for the purposes of installing, operating,
upgrading and maintaining underground fiber optic lines, equipment and other utilities, as
determined by Grantor(collectively, the "Facilities"). Neither Grantee nor its successors or assigns
shall take any action that shall interfere with Grantor's use of the Easement Area for the purposes
set forth above. This Reserved Easement is an easement in gross and is assignable in whole or in
part by Grantor. The term "Easement Area" means a ten-foot (10') wide portion of the Property
within and along certain boundaries of the Property as generally shown on Exhibit "B-1"
attached hereto and incorporated herein by reference.
NEITHER GRANTOR NOR ITS ASSIGNEES IS OBLIGATED TO INSTALL ANY
FACILITIES. SUCH DECISION SHALL BE MADE IN THE SOLE DISCRETION OF
GRANTOR OR ITS ASSIGNEE.
NEITHER GRANTOR NOR ITS ASSIGNEES IS OBLIGATED TO INSTALL ANY
FACILITIES. SUCH DECISION SHALL BE MADE IN THE SOLE DISCRETION OF
GRANTOR OR ITS ASSIGNEE.
2. Grantor reserves for the benefit of the City of Fort Worth, Texas, AllianecAirport
Authority, Inc., Alliance Air Management, Ltd. (d/b/a Alliance Air Services), Alliance Aviation
Management, Ltd. (d/b/a Alliance Aviation Services), Alliance Aviation Investors, L.P., Alliance
Air Services, Inc., Alliance Aviation Services, Inc., persons or entities conducting aircraft and
aviation related operations to, at, from or in the vicinity of Fort Worth Alliance Airport
("Alliance Airport"), persons or entities owning, leasing or occupying facilities at or in the
vicinity of Alliance Airport and persons or entities operating any business at or in the vicinity of
Alliance Airport(collectively, the "Benefited Parties") an easement on the Property for:
(a) the free and unobstructed use and passage of all types of aircraft over the
Property; and
(b) noise, vibration, fumes, dust, other particulate matter, fuel, or lubricant resulting
from aircraft landing, taking off or operating at, to or from Alliance Airport.
Grantee, by accepting this Deed, for itself and all future owners of all or any portion of the
Property, acknowledges that the Property is in the vicinity of Alliance Airport and accepts and
releases the Benefited Parties from all claims, causes of action and liabilities of any nature
arising out of or in connection with the use of the easement or related to the proximity of the
Property to Alliance Airport and the annoyances and effects resulting therefrom, including,
without limitation, noise, vibration, fumes, dust, fuel, lubricants, other particulate matter and
interference with sleep and communication.
3. Grantor hereby reserves a perpetual non-exclusive assignable easement across and
through all air space from a height of 17.5 feet above the surface of the Property to an infinite
EXHIBIT`B"to Deed --Page 1
height above the surface of the Property, to use such air space for any use that does not
unreasonably interfere with Grantee's permitted use of the Property or improvements placed by
Grantee in such easement area that are consistent with Grantee's permitted use of the Property.
This casement is an easement in gross and is assignable in whole or in part by Grantor.
By its acceptance of this Dedication Deed, Grantee agrees, subject to any necessary approvals by
its governing body, to execute such further instruments confirming or evidencing the easements
reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but
not limited to, any utility easement documents used by any utility company, although such
execution is not necessary for the exercise of any rights under this easement.
EXHIBIT"B"to Deed --Page 2
Exhibit`Ba1" to Deed
Description of the Easement Area
[see following pages]
EXHIBIT"B-1"to Deed --Page I
DESCRIIP"I101'ki OF A
10' EASE1}► ENT RESERVATION
BEING a tract of land situated in the A. Henderson Survey, Abstract Number 596, City of Port
Worth, De ton County, Texas and being a portion of the remainder of that tract of land described
by deed.to AIL Investment, L.P.,recorded in Instrument N>;tmber 1998-I I7441, heal Properly
Records, Denton County, Texas and being more particularly-described by metes and bounds Lis
follows:
COMMENCING at it railrc}ttd spike Found in Litsey Road (a paved traveled roadway of
vndetemii mxl width) beiiru the northwest earner oFsaid remainder tract ant] being the tronh1t:ast
corner of that Ir let c��Fland described by deal tti A IL Investniwt, L,P , recorded in InstrunrenI
Nurr bei•2016-1 19802, said Real Property Records;
THE rq C E S 01"08*357., 71,M2 Feed, witli the conrnton em l and west fine of said A11, Investment
tracts;
THENCE N 89"37'14"E. 104.75 lent. departing �; d common line, to a 5/8 inch iron rod, with
plastic crip stamped "Peloton", Cnirid.
THENCE S 00`4 1 '07"E, 765.91 beet, to a SM inch irou rod, wi(h plastic cap stamped -Pefoton",
found and being ilia POINT OF BEG]NNING;
THENCE over and across svid rerimit3der tracts lire Following bearing8 and distatices:
S 00"41'07"E, MOD reel;
S 88054'50"W, 225,13 feet;
S 01004'39"E-, 1056.66 0"t
88"57' 15"W. 10,00 feet, to a 5/8 inch iron rod. wiIli plastic cap stamped "Peloton",
ti,und in Il,c we,31 litre �x f said rmainder eruct wid being in I.1re east line of that tract of
.land described by deed to Wachovia Service,% Corporation, recorded in lnslnnn;r nt
Number 2019-35304, said Real Properly Records;
THENCE N 01 L'04,39"1 , 1066.05 1�et, to a .5/8 incli iron rod, Whir plastid cap starxrlied
"PelDwn". found',
THENCE N SR054'50"I , 235.20 Fcct. to the Point of fleginiflug and containing 12,912 sciciare
feet or 0.296 acrt;S of land more or €"S.
"integral Parts of this Docunic iii"
1, Dcscriptitxn
1 Exhibit
Pebton Job No.HWA160111 Tracking No. ACF#7429
N Worlh April 22,�019
Qkph,34WAT M IR_tjvtL:*q--PAWSL EmatnutoTvplstiHWA16411X .E.AI3.ducx Pop 1 ar2
Litsey Road
3 ftint a.f
soo��1'D7"i
Commencing
o fl� �� (1R Spik.) 3 765.91'
j
GRAPHIC SCALE IN SET (V'oint D
c "INTEGRAL PARTS OF THIS DOCUMENT"
1.DESCRIPTION Beginnin,�
2,EXHIBIT N88°54'50"E I � rl CI
IRF - IRON ROD FOUND f ii?P 235'2D` 4
AIL INVESTMENT, L.P.
Parcel I
(rerrlpinder) i !
INST.* 1998�-117441 S8$4�4 a0"+1t+
R.P.R.D.C.T. I i 2
I Z
o AIL INVESTMENT, L.P.
c> Parcel I
�- (remainder)
AIL Investment, L.P. I ui INST.* 1998-117441
last.* 2016-119801 I tT3 I R,P.R.D.C.T.
R.P.R D.C.T.
— — 30'Santfary Sower Easamenl
O296i ln5f" P019-17509
Acres � . 3
LINE TABU
L1 S Q1"08'35LF_ 71 .82'
L2 N 89° 37' 14"E 104.7 rn ? 3
L3 S 00441 '07"E 10,00' Ln a 1
f20 pralna s Easement s
Wact,4uia Stry.iti� Corporaliori
Iflsl,* 2019-3530 4
R,P,R.D.C.T i
0 3
f
3RE= 1
Slope Easenrenf
n S88"57'15"Lh'
N p
� 10.00,
.� I I 1 a ;` 4• ��� ��
TO
No
c
c -
w BASIS OF SEARING IS THE TEXAS
�n 1
COORDINATE SYSTEM NAp83-
NORTH CENTRAL ZONE +1202 EXHIBIT OF A
II; 10' Easement Reservation
PELOTON
SITUATED IN THE A. HENOERSON SURVEY, ADSTRACT NUMBER 596,
L A N D SOLUTIONS CITY OF FORT WORTH, DENTON CGUNTY, TEXAS. AC:FW 7'428
'M HILLWOOD PARKWAY,SMTE 6o $ a IN# 1fi011! 1F7AL4TJ BY: T.Fktwrdson CHECKED Y- T.Bridges l7AYE. E74-15-19 PAGE##2 Of 2
F04TWORrH TEXA471117 PH 1 1 �7 5P
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Exhibit"C" to Deed
Use Restrictions
Grantor intends for the Property conveyed pursuant to the Deed to which this Exhibit "C"
is attached and made a part (the "Deed") to be developed in accordance with the standards set
forth herein, Grantor hereby declares that the Property shall be, and the Property is hereby sold
and conveyed, subject to the covenants and restrictions set forth in this Exhibit "C" (the "Use
Restrictions") which shall run with the land and be binding on Grantee and all parties having or
acquiring any right, title or interest in the Property or any part thereof, and which shall inure to
the benefit of Grantor, Grantee and each owner of any portion of the Property.
1. No owner of the Property or any portion thereof shall apply for or seek any
change in the zoning applicable to the Property without the prior written approval of Grantor,
which approval shall not be unreasonably withheld or delayed.
2. The following uses are prohibited on the Property:
a. junk yard, salvage yard or storage facility for abandoned vehicles or
abandoned vehicle parts;
b, the dumping and incineration of garbage or refuse of any nature other than
as approved in writing by Grantor, except this restriction does not prohibit the temporary
storage of trash and garbage while awaiting regular-interval off-site disposal thereof
through governmental trash pick-up or other similar such means;
C. the smelting of iron, tin, zinc or other ore unless specifically permitted in
writing by Grantor;
d. sanitary landfills;
C. any sexually-oriented business (as used in this Exhibit "C", "sexually-
oriented business" means a commercial enterprise the primary business of which is the
offering of a service or the selling, renting, or exhibiting of devices or any other items
intended to provide sexual stimulation or sexual gratification to the customer);
f. slaughterhouses or facilities for the rendering of animal substances or for
the skinning or tanning of animal hides;
g. prisons,jails or other detention or correctional facilities; and
h. residential trailer or mobile homes, including, but not limited to, mobile
home parks.
3. Notwithstanding anything to the contrary, these Use Restrictions shall in no way
restrict or prohibit the following:
a. Playground;
EXHIBIT"C" to Deed --Page 1
b. Picnic tables w/out cookers;
C. Multi-use court;
d. Park security lights;
C. Practice backstop w/slab;
f. Ballfield w/lights, irrigation, slab and bleachers/fencing;
g. Soccer goals;
h. Parking (20-30 spaces);
i. Hike and Bike concrete trail;
j. In-Line Skate Rink;
k. Park benches;
1. Water Fountains;
m. Picnic tables w/cookers;
n. Passive non-structured use;
o. Picnic shelter; and
P. Fishing (where applicable).
4. All development activities, including, but not limited to, the design, construction,
installation or planting (as the case may be) of buildings, signage, landscaping, and other
facilities and improvements shall be undertaken and carried out in strict compliance with any and
all municipal, county and other governmental rules, regulations, ordinances and other
requirements that may be.applicable to the Property and development activities thereon.
5. No dangerous, noxious, offensive or nuisance activities (as determined in good
faith by Grantor) or any activities which violate any applicable laws shall be conducted or
permitted to occur by the owner of a site on its portion of the Property.
b. The owner of each portion of the Property shall have the duty and responsibility,
at its sole cost and expense, to keep its portion of the Property and buildings and improvements
thereon in a well-maintained, safe, clean, neat, orderly and attractive condition at all times. Such
maintenance includes, but is not limited to, the following: prompt removal of all litter, trash,
refuse and wastes; lawn mowing; tree and shrub care; watering; other landscaping maintenance;
keeping exterior lighting and mechanical facilities in working order; keeping lawn and garden
areas, driveways and private roads in good repair; keeping all signs in good repair; complying
with all applicable government, health and police requirements; repairing exterior damage to
improvements and striping of parking areas and repainting of improvements. Grantor
EXHIBIT"C"to Deed --Page 2
acknowledges that Grantee will maintain the Property in accordance with its standard
maintenance for municipal parks in Fort Worth, and no greater .maintenance obligation shall be
required.
7. Grantee, its successors and assigns, and their respective affiliates, tenants,
invitees, and occupants of the Property or any portion thereof, shall not be authorized to use the
names "Alliance", "AllianceTexas", "Hillwood" or "Heritage", nor the registered logos or marks
of such names, including without limitation, in the name of any building or project or in any
advertising or promotional material without first obtaining a license to use such names from
Grantor or Grantor's affiliate who owns rights to such names.
8. These Use Restrictions shall remain in effect for a period of 75 years from and
after the date of the recording hereof. These Use Restrictions shall be binding upon and
enforceable against not only the owner of each portion of the Property but also all lessees,
tenants or other occupants of the Property or any portion thereof.
9. These Use Restrictions shall be given full force and effect notwithstanding the
existence of any zoning ordinance or building codes that are less restrictive. The owner of any
portion of the Property at all times shall comply in every respect with these Use Restrictions and
with any and all applicable laws, ordinances, policies, rules, regulations and orders of all federal,
state, county and municipal governments or their agencies having jurisdictional control over the
Property, specifically including, but not limited to, applicable zoning restrictions placed upon the
Property as they exist from time to time. IN SOME INSTANCES APPLICABLE
GOVERNMENTAL REQUIREMENTS MAY BE MORE OR LESS RESTRICTIVE
THAN THESE USE RESTRICTIONS. IN THE EVENT A CONFLICT EXISTS
BETWEEN ANY SUCH APPLICABLE GOVERNMENTAL REQUIREMENT AND ANY
REQUIREMENT OF THESE USE RESTRICTIONS, THE MOST RESTRICTIVE
REQUIREMENT SHALL PREVAIL. WHERE AN APPLICABLE GOVERNMENTAL
REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE
RESTRICTIONS BUT PERMITS ACTION THAT IS DIFFERENT FROM THAT
REQUIRED BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL
PREVAIL. These Use Restrictions shall be construed under and in accordance with the laws of
the State of Texas. Invalidation of any one or more of the provisions hereof, or any portions
thereof, by a judgment or court order shall not affect any of the other provisions or covenants
herein contained, which shall remain in full force and effect.
10. Grantor shall have the right, but not the obligation, to enforce these Use
Restrictions. Enforcement may be made by any proceedings at law or in equity against any
person or entity violating or attempting to violate any part of these Use Restrictions either to
restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate
compensation for any breach or violation of any provision hereof, and the enforcing party shall
be entitled to relief by way of injunction as well as any other remedy either at law or in equity.
The rights, powers and remedies provided herein shall be cumulative and not restrictive of other
remedies at law or in equity, and the exercise of any particular right, power or remedy shall not
be deemed an election of remedies or to preclude resort to other rights, powers or remedies. No
delay or failure to invoke any available right, power or remedy in respect to a breach of these
Use Restrictions shall be held to be a waiver of(or estop a party from asserting) any right, power
EXHIBIT"C"to Deed --Page 3
or remedy available upon the recurrence or continuance of said breach or the occurrence of a
different breach. No other person or entity besides Grantor (or its assignees as provided in
Section 13 below) has a right to enforce these Use Restrictions.
11. Any notice, demand or other communication required to be given or to be served
upon any party hereunder shall be void and of no effect unless given in accordance with the
provisions of this section. All notices, demands or other communications must be in writing and
delivered to the person to whom it is directed, either (i) in person or (ii) delivered by a reputable
delivery service that provides a delivery receipt. Any notice, demand or other communication
shall be deemed to have been given and received when delivered to the below stated address of
the party to whom it is addressed. All notices, demands and other communications shall be
given to the parties hereto at the following addresses:
Grantor: AIL Investment,L.P.
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76477
Attn: Robert Folzenlogen
with copy to: Hillwood Development Company, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn: Don Reid
with copy to: Kelly Hart &Hallman LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: Chad Key
Grantee: City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
Attn: Roger Venables
with copy to: City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Leann Guzman
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
12. These Use Restrictions may be amended or terminated only by written document,
recorded in the Real Property Records of Denton County, Texas, executed by (i) Grantor (or its
successors or assigns), and (ii) the parties who, at the time involved, own fee title to at least 75%
in the aggregate of the gross square footage of land area (as distinguished from the square
footage of any improvements) of the Property.
EXHIBIT"C"to Deed --Page 4
13. Grantor may freely assign its rights hereunder to any third party; provided,
however, no party shalt succeed to the rights of Grantor under these Use Restrictions unless
Grantor expressly and specifically assigns its rights as Grantor under these Use Restrictions in an
assignment executed expressly and specifically for such purpose and such assignment is recorded
in the Real Property Records of Denton County, Texas. Upon any such assignment, the assignor
of the rights of Grantor shall have no further rights under these Use Restrictions. In addition, at
any time Grantor may voluntarily terminate its rights in whole or in part under these Use
Restrictions by filing notice of such voluntary termination in the Real Property Records of
Denton County, Texas.
EXHIBIT"C"to Deed --Page 5
EXHIBIT "D"TO CONTRACT OF SALE
DEDICATION 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.
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
That AIL Investment, L.P., a Texas limited partnership ("Grantor'), for and in
consideration of the acceptance of the terms, conditions and reservations contained herein by the
City of Fort Worth, Texas, a municipal corporation of Tarrant County, Texas ("Grantee"),
whose address is 200 Texas Street, Fort Worth, TX 76102, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY,
unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property
situated in Tarrant County, Texas described in Exhibit "A" attached hereto and made a part
hereof by reference (the "Property').
This conveyance of the Property is made and accepted subject to the following
(collectively,.the "Permitted Exceptions"): (i) the restrictions and reservations hereinafter set
forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part
hereof by reference, (iii) the restrictions set forth on Exhibit "C" attached hereto and made a part
hereof by reference, and (iv) all matters of record affecting the Property that may exist as of the
recordation of this instrument and all matters that a current, accurate survey of the Property
would reveal. Grantor shall pay all 2019 ad valorem taxes against the Property.
The Property is conveyed to Grantee to be used only for the following purpose (the
"Permitted Pu ose"): as a public park, to include passive, vacant, open space and unimproved
property. Property that is unimproved and not actively used by the public is also a Permitted
Purpose.
There is excepted from this conveyance and reserved unto Grantor all of the water
(including, without limitation, underground water from any and all depths and geological
formations, surface water, diffuse surface flow and runoff, and harvested rain water), oil, gas and
other minerals in, on or under the Property; provided, however, Grantor shall not have the right of
ingress and egress over the surface of the Property for mining, drilling, exploring, operating, and
developing such water, oil, gas and other minerals. Notwithstanding anything to the contrary,
nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from
using, exploring for, developing or producing the water, oil, gas and other minerals in and under the
Property, or lands pooled or unitized therewith, by pooling or by wells drilled and other subsurface
operations in and under the Property (including, without limitation, directional or horizontal drilling
EXHIBIT"D"to Contract--Page t
techniques, fracturing and other completion operations) originating from surface locations not on
the Property, or by any other method that does not require ingress and egress over the surface of the
Property.
Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant
to which the conveyance hereunder shall be automatically void and the estate granted shall be
automatically terminated and forfeited, without the necessity of any notice (except as expressly
provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of
the Property that, for a period of two years, is not used for the Permitted Purpose, and Grantor
gives Grantee written notice of such condition and such condition continues to exist 60 days
following the giving of such notice, whereupon, effective as of the expiration of such 60-day
period, all right, title and interest in and to such portion of the Property and all improvements
then existing thereon shall automatically revert to Grantor. It is the express intention of Grantor
and Grantee that Grantor is conveying to Grantee an estate in fee simple determinable in and to
the Property and that the provisions of this paragraph shall constitute conditional Iimitations
upon the estate conveyed herein and not a covenant or a right of re-entry for breach of condition
subsequent, such that fee simple title to the Property or the portion thereof that is not used for the
Permitted Purpose for a period of two years, together with improvements then existing thereon,
shall automatically revert to Grantor, and no notice (except as expressly provided in this
Dedication Deed), election or re-entry upon the Property shall be required to vest title to the
Property (or portion thereof) and all improvements then existing thereon, in Grantor. Neither the
occurrence of a condition due to an act or failure to act by a third party, nor impossibility or
inability of Grantee to prevent the occurrence of a condition, shall excuse such occurrence or
condition or prevent the automatic termination of the determinable fee estate conveyed hereby.
The right of reversion reserved herein shall terminate and shall be of no further force or
effect 21 years less one day after the death of the last survivor of any of the descendants of
Queen Elizabeth II of England living on the date of execution of this Dedication Deed. The
possibility of reverter and all other rights, options and easements retained or reserved by Grantor
in this Dedication Deed shall be the property of and shall inure to the benefit of Grantor, its
successors and assigns, and are not appurtenant to any tract of property (other than the Property).
All provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to
their respective successors and assigns.
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST
EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED.
EXHIBIT"D"to Contract--Page 2
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; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto 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.
[signature(s) on following page(s)]
EXMrr"D"to Contract--Page 3
EXECUTED this day of , 20�_-
AIL INVESTMENT,L.P.,
a Texas limited partnership
By: AIL GP, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20_, by
of AIL GP, LLC, a Texas limited
liability company, as general partner of AIL, Investment, L.P., a Texas limited partnership, , on
behalf of said limited partnership.
Notary Public, State of Texas
EXHIBIT"D"to Contract--Page 4
ACCEPTED ON THE TERMS AND
CONDITIONS CONTAINED HEREIN:
City of Fort Worth, Texas
By:
Name:
Title:
Approved as to Form and Legality:
Assistant City Attorney
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 20_, by
of the City of Fort Worth, Texas, and by
Assistant City Manager of the City of Fort Worth, Texas,
a municipal corporation, on behalf of the City of Fort Worth, Texas.
Notary Public, State of Texas
AFTER RECORDING, RETURN TO: WITH COPY TO:
City of Fort Worth AIL Investment, L.P.
Property Management Dept. 9800 Hillwood Parkway Suite 300
900 Monroe St., Suite 400 Fort Worth, TX 76177
Fort Worth, TX 76102 Attention: L. Russell Laughlin.
Attention: Roger Venables
EXHIBIT"D" to Contract--Page 5
Exhibit"A" to Deed
Legal Description
[to be attached at Closing]
EXHIBIT"A"to Deed --.Page 1
Exhibit`B" to Deed
Easements Reserved
I. Grantor reserves a perpetual easement on, over, under and across the portion of the
Property described below as the "Easement Area" for the purposes of installing, operating,
upgrading and maintaining underground fiber optic lines, equipment and other utilities, as
determined by Grantor(collectively, the "Facilities"). Neither Grantee nor its successors or assigns
shall take any action that shall interfere with Grantor's use of the Easement Area for the purposes
set forth above. This Reserved Easement is an easement in gross and is assignable in whole or in
part by Grantor. The term "Easement Area" means a ten-foot (10') wide portion of the Property
within and along certain boundaries of the Property as generally shown on Exhibit "B-I"
attached hereto and incorporated herein by reference.
NEITHER GRANTOR NOR ITS ASSIGNEES IS OBLIGATED TO INSTALL ANY
FACILITIES. SUCH DECISION SHALL BE MADE IN THE SOLE DISCRETION OF
GRANTOR OR ITS ASSIGNEE.
2. Grantor reserves for the benefit of the City of Fort Worth, Texas, AllianceAirport
Authority, Inc., Alliance Air Management, Ltd. (d/b/a Alliance Air Services), Alliance Aviation
Management, Ltd. (d/bla Alliance Aviation Services), Alliance Aviation Investors, L.P., Alliance
Air Services, Inc., Alliance Aviation Services, Inc., persons or entities conducting aircraft and
aviation related operations to, at, from or in the vicinity of Fort Worth Alliance Airport
("Alliance Airport"), persons or entities owning, leasing or occupying facilities at or in the
vicinity of Alliance Airport and persons or entities operating any business at or in the vicinity of
Alliance Airport(collectively, the `Benefited Parties") an easement on the Property for:
(a) the free and unobstructed use and passage of all types of aircraft over the
Property; and
(b) noise, vibration, fumes, dust, other particulate matter, fuel, or lubricant resulting
from aircraft landing, taking off or operating at, to or from Alliance Airport.
Grantee, by accepting this Deed, for itself and all future owners of all or any portion of the
Property, acknowledges that the Property is in the vicinity of Alliance Airport and accepts and
releases the Benefited Parties from all claims, causes of action and liabilities of any nature
arising out of or in connection with the use of the easement or related to the proximity of the
Property to Alliance Airport and the annoyances and effects resulting therefrom, including,
without limitation, noise, vibration, fumes, dust, fuel, lubricants, other particulate matter and
interference with sleep and communication.
3. Grantor hereby reserves a perpetual non-exclusive assignable easement across and
through all air space from a height of 17.5 feet above the surface of the Property to an infinite
height above the surface of the Property, to use such air space for any use that does not
unreasonably interfere with Grantee's permitted use of the Property or improvements placed by
Grantee in such easement area that are consistent with Grantee's permitted use of the Property.
This easement is an easement in gross and is assignable in whole or in part by Grantor.
EXHIBIT`B"to Deed --Page t
By its acceptance of this Dedication Deed, Grantee agrees, subject to any necessary approvals by
its governing body, to execute such further instruments confirming or evidencing the easements
reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but
not limited to, any utility easement documents used by any utility company, although such
execution is not necessary for the exercise of any rights under this easement.
EXHIBIT"B"to Deed --Page 2
Exhibit"B-1." to Deed
Description of the Easement Area
[see following pages]
EXHIBIT`B-1"to.Deed --Page 1
DESCRIPTION OF A
ID' EASEMENT RESERVATION
1311,:ING a Irlac1 of land:xtualukl hi the A.Hendemon 5uavey,Abstract Nuar bor 596, 11ae 14, Perry Sla-vey,
Abstract i u hc:r 102.2, the 2 .ILP. 8t 11,R.R.CmnPany Survey, Ahsjruct Number 9M,and t13e A.
Robinson Survey, Abstract N nTnbcr 1 1 19, City of Fart Worth. Dented County,Texas And bcl ag a portion
of the remainder of Ili al lmii i of[Haul de-Scribed by decd to AIL Inbestnieitl, L.P.,Tucordrd in Instrument
I*ivarrher 1998-1 17441, Heal ProKrty Records, Uentnn County, Tcxaas nrac] hoing mom parliculajrly
described by tta.ctcs and bounds as follows:
REGINNING ut as 513 inch iroat md, with plasiic,cap sttaan�d "Peioton". f6mid to the motet easterly
southensi kvrner of'tliat tracl olrlaind described by tleetk tea Wat`.lats;ria ervit:e C.agx oration, remx)rdcd in
Wtruinetit Nuanber 20 1 9-3 53 04.said Real Propvrty Record.% and Being in the west line of saaid rernain&r
tract;
THENCE N 01"04'39"W, 536.56 feet, witti the west lino of said Wackivia tract;
THENCE departing said wcm line.over and across siiid renoindcr tract, the lbllaw[ng bearings and
distances:
N 88°57'15"E, 10.00 feet;
S 01 004'39"E, 541.95 reel;
S 55035'47"W,220.91 feel;
S 88"23'09"W,69596 fe,-1.
S 00"3352"E,761.55 feet;
S 89"48'44"E,2345A0 feet,
*25025'16"E, 802,06 fv t',
N 00"34'44"W,376-96 fret;
*20055'18"E,47T56 feet;
* 51°05'17"W, 669.65 lbm
N 08"04'56"E, 7141 feet:
N 64040'10"C, 115[.97 feet,
N 01°23'07"E,761.06 feat
89"S I'39"VAT, 326,67 feet;
THE NCE N 00008'21'T. 10.t1(1 feet. W 111v south tine of that tract Df hand&l cribeal by deed to The City
or Fort Woo recordcd in Ingtrunie-nt Nirntber 20 1 2-1 4427 mid Hc:a1 Prapany Recoiils;
relotofi lob Nn, RW A 1601 R Trwking tin.AC0748
l~a Wort1l April 22,2tat+#
G-V0B%HWA1601 Pale I of'3
THENCE N 88051'39"E,336.90 feet,with the south tine of said City of fort Worth tract,to a PK nail,
with shiner stamped'Teloton", found at the northeast corner of aforementioned AM,remainder and being
the northwest corner of that tract of land described by Glee to Nolan Ragsdale,recorded in Volume 1609,
Page 83 of said Rcap Property Records;
THENCE with the east line of said AIL remainder and the west line of said Ragsdale tract the following
bearings and distances;
S 01"23'07"W,777.67 feet,to a 5/8 inch iron rod, with plastic cap stamped"Peloton",found at
the northeast corner of said remainder tract, being flic norllnv �l corner of said Ragsdale tract.and
being in the south line of that tract of land described by deed W the City 111'FUrt 'A'ottlj, rdcordud
in Instrument Number 2012-1442'10, said Real Property Rccordv;
S 64040'i 0"W, 115235 feet,to a 518 inch iron rod found,
S 08004'56"W, 62.35 feet,to a 5/8 inch iron rod found;
S 51"05 17"E',671.24 feet,to a 518 inch iron reed found;
S 20055'18"W,482.93 feet;
THENCE S 06034'44"E, 377.37 feet,continuing with said common lute,to a 5/8 inch iron rod found at
the.north corner of that tract of land described by deed to Blue Stone Natural Resources,LLC.,recorded
in Instrument Number 2016-40925 said Real Property Records;
THENCE S 25"25'16"W, 8 tt1,71 fcct, with said the west line of said blue Stone tract to a 518 inch iron
rod, with plastic cap stamped"Peloton". found;
THENCE N 89"48'44"W,2361,62 feet,departing the east I i i ie of said AIL remainder,over and across
said AIL remainder to a 5/8.inch iron rod, wah plastic Cap SNITUP:cl .I'eluton'';
`il`HENCE.N 00033'52"W,781.24 feet, continuing over aiul seross aid All- rt:ajaiu&-r,to a 5/8 inch iron
rod,with plastic cap stamped"Peloton", found in the afbremcni ioned -.outll line of said Wach€jvia Service
tract;
THENCE N 88023'09"E,702.83 feet,with said south line, to al 518 inch iron rod,with plastic cnp
stamped"POoton",found;
THEI+TCE N 55035'47"E, 212.57 feet,continuing with said south line, to tlac Paint of Beginning and
containing 92,359 square feet or 2.120 acres of land more or less.
"Intcgral Parts ol'this Doc un}eat„
1. Dewriplion—2 Page's
2. Exhibh— 3 Pages
Petoton rob No.HWA16018 Truckititt No_ ACF#7483
Pt Worth April 22,1019
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AIL INVESTMENT, L.P. a
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R,P.R.D.C.T. - -
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ABSTRACT NUMBER 1022, 1•HF 4,C,P- R P.k-R. COMPANY SURVEY, ABSTRAG7 NUMSER 906,
AND THE 'A- R013WSOX 5uRaF%r, AOSTRAcT r+luMB€R 1119.
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� fills and Saltwater EdSL'117G1?t,S �-
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RP.R.D.C.T. L2 'J", ' Inst., 2012-144270
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GRAPHIC SCALE IN FEET
fRF L1 —
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"INTEGRAL PARTS OF 1HIS DOCUMLNT" a. I 1—• IRI
1.DESCRIPTION
2.EXHIBIT
IRF IRON ROD I.OUND
--_ ___ L3
E I I 1 I _ I-•„�
30'Utllfty Easement
Inst.° 2019-17519
RP.R.U.C.T. ff
60'Brazos Electric 4ocsss Easement
Power Coo r0ye
Vol,599.59 620 I I I f" — inst., 2019-17518
RPRD.C.T. i i i i I I I R.PRD.C.T.
I I I I I J
60'Electrfc Easement i i
AIL INVESTMENT, L.P.
Vol.4019.Po.3 L
78 —I •-i �I I Gas Easements
R.P.R.D .T. yE r
Parcel 1 I I I s � �- lost" 2009-23361
(remainder) fnst.# 2012-14680
INST.* 1998-117441 I I I ! I RP.Rn1~.T,
R.P.R.D.C.T.
LINE TABLE N� I i c
L1 N 88051 '394E 336.90' r E I I
L2 N 00608'21 "E 10.00' Ii €
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i i i ` ✓ IRF
L4 N 01`23'070E rf•i .; Easements I I r I
lost.* 2009-23362
Inst` 2012-14682
RPRDC.T. ✓✓ i / �1Fj`� Nolan Rogsaole
rC} Water Eosenen# Vol. 1609. P�. �3
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Easements � � '�' p
S. fmlt,# 202-146&
last;• Q12-I�G59 o a EXHIBIT OF A
rPr .r, 10' Easement Reservation
� �ON SABSTRA T1 NUWStR *22,ER SON Hr M. P LE P.f R. COMPAKY SURVEY, ASSTRACT R 596b THE H. FNUMBERE;g06,F
FNU THE A- Rq"SON SuRV£Y, ABSTRACT tJl!#111 ER 1119,
LAND 3 a L U T[4 N# CITY OF FORT WORTH,#7 NTON COUNTY, 7t:}CPS- ACF#14H.i
asoowavW MpARKWAY.autte go I08 tt HVYA16Q18 DRAWPJ BY; T.RDA fiard6om WI;61�Eb 1 Y: T.r3ddges 4Tf: Clh-i7-1� P14Ca 17 �ni 5
FORTWOft re"91d"I PHrtlp
s .0EI\HWA _ ItrmF rY 9�a.nMill L%%Mk1CUI15.t 01-1 49M1
Exhibit"C" to Deed
Use Restrictions
Grantor intends for the Property conveyed pursuant to the Deed to which this Exhibit "C"
is attached and made a part (the "Deed") to be developed in accordance with the standards set
forth herein, Grantor hereby declares that the Property shall be, and the Property is hereby sold
and conveyed, subject to the covenants and restrictions set forth in this Exhibit "C" (the "Use
Restrictions") which shall run with the land and be binding on Grantee and all parties having or
acquiring any right, title or interest in the Property or any part thereof, and which shall inure to
the benefit of Grantor, Grantee and each owner of any portion of the Property.
1. No owner of the Property or any portion thereof shall apply for or seek any
change in the zoning applicable to the Property without the prior written approval of Grantor,
which approval shall not be unreasonably withheld or delayed.
2. The following uses are prohibited on the Property:
a_ junk yard, salvage yard or storage facility for abandoned vehicles or
abandoned vehicle parts;
b. the dumping and incineration of garbage or refuse of any nature other than
as approved in writing by Grantor, except this restriction does not prohibit the temporary
storage of trash and garbage while awaiting regular-interval off-site disposal thereof
through governmental trash pick-up or other similar such means;
C. the smelting of iron, tin, zinc or other ore unless specifically permitted in
writing by Grantor;
d. sanitary landfills;
e. any sexually-oriented business (as used in this Exhibit "C", "sexualiy-
oriented business" means a commercial enterprise the primary business of which is the
offering of a service or the selling, renting, or exhibiting of devices or any other items
intended to provide sexual stimulation or sexual gratification to the customer);
f. slaughterhouses or facilities for the rendering of animal substances or for
the skinning or tanning of animal hides;
g. prisons,jails or other detention or correctional facilities; and
h. residential trailer or mobile homes, including, but not limited to, mobile
home parks.
3. Notwithstanding anything to the contrary, these Use Restrictions shall in no way
restrict or prohibit the following:
a. Playground;
EXHIBIT"C"to Deed --Page 1
b. Picnic tables w/out cookers;
C. Multi-use court;
d. Park security lights;
C. Practice backstop w/slab;
f. Ballfield w/lights, irrigation, slab and bleachers/fencing;
g. Soccer goals;
h. Parking (20-30 spaces);
i. Hike and Bike concrete trail;
j. In-Line Skate Rink;
k. Park benches;
1. Water Fountains;
in. Picnic tables w/cookers;
n. Passive non-structured use;
o. Picnic shelter; and
P. Fishing (where applicable).
4. All development activities, including, but not limited to, the design, construction,
installation or planting (as the case may be) of buildings, signage, landscaping, and other
facilities and improvements shall be undertaken and carried out in strict compliance with any and
all municipal, county and other governmental rules, regulations, ordinances and other
requirements that may be applicable to the Property and development activities thereon.
5. No dangerous, noxious, offensive or nuisance activities (as determined in good
faith by Grantor) or any activities which violate any applicable laws shall be conducted or
permitted to occur by the owner of a site on its portion of the Property.
6. The owner of each portion of the Property shall have the duty and responsibility,
at its sole cost and expense, to keep its portion of the Property and buildings and improvements
thereon in a well-maintained, safe, clean, neat, orderly and attractive condition at all times. Such
maintenance includes, but is not limited to, the following: prompt removal of all litter, trash,
refuse and wastes; lawn mowing; tree and shrub care; watering; other landscaping maintenance;
keeping exterior lighting and mechanical facilities in working order; keeping lawn and garden
areas, driveways and private roads in good repair; keeping all signs in good repair; complying
with all applicable government, health and police requirements; repairing exterior damage to
improvements and striping of parking areas and repainting of improvements. Grantor
EXHIBff"C"to Deed --Page 2
acknowledges that Grantee will maintain the Property in accordance with its standard
maintenance for municipal parks in Fort Worth, and no greater maintenance obligation shall be
required.
7. Grantee, its successors and assigns, and their respective affiliates, tenants,
invitees, and occupants of the Property or any portion thereof, shall not be authorized to use the
- names "Alliance", "AllianceTexas", "Hillwood" or"Heritage", nor the registered logos or marks
of such names, including without limitation, in the name of any building or project or in any
advertising or promotional material without first obtaining a license to use such names from
Grantor or Grantor's affiliate who owns rights to such names.
S. These Use Restrictions shall remain in effect for a period of 75 years from and
after the date of the recording hereof. These Use Restrictions shall be binding upon and
enforceable against not only the owner of each portion of the Property but also all lessees,
tenants or other occupants of the Property or any portion thereof.
9. These Use Restrictions shall be given full force and effect notwithstanding the
existence of any zoning ordinance or building codes that are less restrictive. The owner of any
portion of the Property at all times shall comply in every respect with these Use Restrictions and
with any and all applicable laws, ordinances, policies, rules, regulations and orders of all federal,
state, county and municipal governments or their agencies having jurisdictional control over the
Property, specifically including, but not limited to, applicable zoning restrictions placed upon the
Property as they exist from time to time. IN SOME INSTANCES APPLICABLE
GOVERNMENTAL REQUIREMENTS MAY BE MORE OR LESS RESTRICTIVE
THAN THESE USE RESTRICTIONS. IN THE EVENT A CONFLICT EXISTS
BETWEEN ANY SUCH APPLICABLE GOVERNMENTAL REQUIREMENT AND ANY
REQUIREMENT OF THESE USE RESTRICTIONS, THE MOST RESTRICTIVE
REQUIREMENT SHALL PREVAIL. WHERE AN APPLICABLE GOVERNMENTAL
REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE
RESTRICTIONS BUT PERMITS ACTION THAT IS DIFFERENT FROM THAT
REQUIRED BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL
PREVAIL. These Use Restrictions shall be construed under and in accordance with the laws of
the State of Texas. Invalidation of any one or more of the provisions hereof, or any portions
thereof, by a judgment or court order shall not affect any of the other provisions or covenants
herein contained, which shall remain in full force and effect.
10. Grantor shall have the right, but not the obligation., to enforce these Use
Restrictions. Enforcement may be made by any proceedings at law or in equity against any
person or entity violating or attempting to violate any part of these Use Restrictions either to
restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate
compensation for any breach or violation of any provision hereof, and the enforcing party shall
be entitled to relief by way of injunction as well as any other remedy either at law or in equity.
The rights, powers and remedies provided herein shall be cumulative and not restrictive of other
remedies at law or in equity, and the exercise of any particular right, power or remedy shall not
be deemed an election of remedies or to preclude resort to other rights, powers or remedies. No
delay or failure to invoke any available right, power or remedy in respect to a breach of these
Use Restrictions shall be held to be a waiver of(or estop a party from asserting) any right, power
EXHIBIT"C"to Deed --Page 3
or :remedy available upon the recurrence or continuance of said breach or the occurrence of a
different breach. No other person or entity besides Grantor (or its assignees as provided in
Section 13 below) has a right to enforce these Use Restrictions.
11. Any notice, demand or other communication required to be given or to be served
upon any party hereunder shall be void and of no effect unless given in accordance with the
provisions of this section. All notices, demands or other communications must be in writing and
delivered to the person to whom it is directed, either (i) in person or (ii) delivered by a reputable
delivery service that provides a delivery receipt. Any notice, demand or other communication
shall be deemed to have been given and received when delivered to the below stated address of
the party to whom it is addressed. All notices, demands and other communications shall be
given to the parties hereto at the following addresses:
Grantor: AIL Investment,L.P.
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn: Robert Folzenlogen
with copy to: Hillwood Development Company, LLC
9800 Hillwood Parkway, Suite 300
Fort Worth, Texas 76177
Attn: Don Reid
with copy to: Kelly Hart&Hallman LLP
201 Main Street, Suite 2500
Fort Worth,Texas 76102
Attn: Chad Key
Grantee: City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400
Fort Worth, Texas 76102
Attn: Roger Venables
with copy to: City Attorney
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
Attn: Leann Guzman
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
12. These Use Restrictions may be amended or terminated only by written document,
recorded in the Real Property Records of Denton County, Texas, executed by (i) Grantor (or its
successors or assigns), and (ii) the parties who, at the time involved, own fee title to at least 75%
in the aggregate of the gross square footage of land area (as distinguished from the square
footage of any improvements) of the Property.
EXHIBIT"C"to Deed --Page 4
13. Grantor may freely assign its rights hereunder to any third party; provided,
however, no party shall succeed to the rights of Grantor under these Use Restrictions unless
Grantor expressly and specifically assigns its rights as Grantor tinder these Use Restrictions in an
assignment executed expressly and specifically for such purpose and such assignment is recorded
in the Real Property Records of Denton County, Texas. Upon any such assignment, the assignor
of the rights of Grantor shall have no further rights under these Use Restrictions. In addition, at
any time Grantor may voluntarily terminate its rights in whole or in part under these Use
Restrictions by filing notice of such voluntary termination in the Real Property Records of
Denton County, Texas.
EXHIBIT"C to Deed --Page 5
EXHIBIT "E"TO CONTRACT OF SALE
DEVELOPMENT FUNDS ESCROW AGREEMENT
[see following pages]
EXHIBIT"E"to Contract --Page 1
DEVELOPMENT FUNDS ESCROW AGREEMENT
THIS DEVELOPMENT FUNDS ESCROW AGREEMENT ("Agreement") is executed to be
effective as of the day of , 201_, ("Effective Date") by and among Hillwood
AIliance Services, LLC, a Texas limited liability company ("HAS"), the City of Fort Worth, a municipal
corporation of Tarrant County, Texas ("Buyer"} and American Escrow Company, a Texas corporation
("Escrow Agent").
RECITALS:
A. HAS's affiliate, AIL Investment, L.P., a Texas limited partnership ("Seller"} and Buyer
entered into that certain Contract of Sale dated , 2019 (as amended, the "Purchase
Agreement"), providing for the acquisition of the property described on Exhibit "A" to this Agreement
(the "Pry"). The Purchase Agreement provides for the completion of certain infrastructure
improvements more particularly described on Exhibit `B" to this Agreement. The capitalized terms not
otherwise defined herein shall have the same meanings as in the Purchase Agreement.
B. HAS has agreed to construct the Infrastructure Improvements (as defined below in
Section 1.1 of this Agreement) subject to the terms and conditions set forth in this Agreement. HAS has
agreed to place into an escrow account the amount of and 1100 Dollars
($ ) [the net sales proceeds received by Seller at the Closing of the sale of the Property to
Buyer, after reimbursement to Seller of the Reimbursable Costs as set forth in Section 12.1 of the
Purchase Agreement] (the "HAS Escrow Deposit"). The parties desire to enter into this Agreement to
document the parties' respective agreements regarding the design, engineering and construction of the
infrastructure improvements and to document the terms for the corresponding escrows for same.
C. The Escrow Agent has agreed to receive, hold and disburse the HAS Escrow Deposit
(which together with any interest accrued thereon shall be referred to collectively as the "Escrow
Funds") in accordance with this Agreement.
NOW THEREFORE,for and in consideration of the mutual promises, covenants and agreements
herein contained, and other good and valuable consideration to each of the parties in hand paid by each of
the other parties hereto, the receipt and sufficiency of which are hereby acknowledged, HAS, Buyer and
the Escrow Agent do hereby mutually consent and agree that the following provisions shall govern with
respect to the rights, duties and obligations of the parties hereto with respect to the subject matter hereof.
AGREEMENT:
I.
INFRASTRUCTURE IMPROVEMENTS
1.1 Infrastructure Improvements.
(a) Improvements to be constructed by HAS. It is acknowledged that as a part of the
purchase and sale transaction contemplated by the Purchase Agreement, Buyer and Seller
required that certain improvements more particularly described in Exhibit "B" attached to this
Agreement(collectively, the"Infrastructure Improvements") be constructed as provided in this
Section I.I. Subject to Section 1.1(c) below, HAS shall complete construction, or cause
completion of construction, of the Infrastructure Improvements, on or before the deadline listed in
Exhibit`%" attached to this Agreement for the Infrastructure Improvements subject to extension
for Force Majeure as set forth in Section 1.4 below(such deadline, as extended by Force Majeure,
being referred to respectively herein as a"Deadline").
2526354_tO
(b) Notwithstanding anything to the contrary,.HAS may, in its sole discretion, elect
to construct all or any portion of the Infrastructure Improvements earlier than the Deadlines for
same set forth in this Agreement, and may draw down on the Escrow Funds in connection
therewith.
(c) Attached hereto as Exhibit "C" is a "Preliminary Budget" showing the
anticipated cost of the Infrastructure Improvements. Notwithstanding anything to the contrary, (i)
HAS shall have no obligation to commence construction on the Infrastructure Improvements or to
incur any costs in connection therewith until(A) HAS and Buyer have agreed upon a final budget
for the Infrastructure Improvements (the "Final Budget") and any changes to the plans for the
Infrastructure Improvements set forth on Exhibit "B" (the "Final PIans"), (B) Buyer has placed
in escrow any amount by which the Final Budget for the Infrastructure Improvements exceeds the
amount of the Escrow Funds then being held in escrow, and (C) Buyer's delivery to HAS of the
Commencement Notice, (ii) at any time HAS shall have no obligation to undertake additional
work or spend additional funds for the Infrastructure Improvements if HAS determines, in its
reasonable judgment, that the estimated cost to complete the Infrastructure Improvements will
exceed the amount of the Escrow Funds then being held in escrow, (iii) if HAS determines that
the estimated cost of the Infrastructure Improvements will exceed the HAS Escrow Deposit (or
the amount of Escrow .Funds then being held in escrow), HAS may provide one or more notices
to Buyer requesting Buyer to place additional funds in escrow pursuant to this Agreement, in
which event such additional funds may be drawn upon by Buyer in the same manner as the
Escrow Funds pursuant to Article III below, and (iv) Buyer shall be solely responsible for any
cost of the Infrastructure Improvements in excess of the HAS Escrow Deposit.
(d) Notwithstanding anything to the contrary, except for the specific Infrastructure
Improvements to be constructed by HAS pursuant to this Agreement, Buyer shall be responsible,
at its sole cost and expense, for(i) extending any utilities and infrastructure improvements to the
Property and/or from the boundary of the Property into the Property, (ii) any additional work
which is not expressly included as part of the Infrastructure Improvements and which is required
or desired by Buyer to serve the Property, (iii) obtaining or granting any required service
easements to effectuate such extensions, and (iv) any impact fees, tap-in fees, user fees, meter
installation fees, connection fees, or similar fees and related construction costs incurred in
connection with Buyer's use or development of the Property.
1.2 Additional Obligations. Buyer will coordinate its design, engineering and construction
of the on-site storm drainage facilities, sanitary sewer facilities and water lines with HAS to allow for
connection points that are mutually agreed upon by Buyer and HAS.
1.3 Plans. The Infrastructure Improvements shall be constructed in accordance with the
plans and specifications set forth or referenced on Exhibit`B"attached hereto(the "Plans").
1.4 Force Ma'eure. In the event performance by any party of any covenant or obligation
contained in this Agreement is delayed or prevented by any war, national emergency, accident, Act of
God, strike, lockout, civil riot, any act or omission of the other party, the City, any other governmental
entity or a utility company (including a refusal or delay in granting a reasonable temporary construction
or maintenance easement), weather or flood, fire or damage by other casualties, a delay or inability in
obtaining governmental or utility company permits and/or authorizations, shortage of materials, a delay in
funding costs of the Infrastructure Improvements described in Section 1.1(c) above, or any other reason
beyond the reasonable control of such party (collectively, "Force Maieure"), the period for performance
of such covenant or obligation including, without limitation, any Deadline, shall be extended for a period
equal to the period such party is so delayed or hindered.
2
1.5 Subro ation Waivers. HAS and Buyer, and all parties claiming by, through or under
them hereby waive any and all right of recovery, claim, action or cause of action against the other and
against the general contractor, all subcontractors and all sub-subcontractors, and each of their respective
principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or damage that
- may occur to HAS or Buyer or any party claiming by, through or under them with respect to their
respective personal property, the Property, the Infrastructure Improvements or any additions or
improvements thereto, or any contents therein, by reason of fire, the elements or any other cause or
casualty, regardless of cause or origin, INCLUDING THE NEGLIGENCE OF ANY OF THE
FOREGOING PARTIES, or their respective principals, beneficiaries, partners, officers, directors,
agents and employees to the extent that such loss or damage is covered by property insurance. Since this
mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an
insurance company (or any other person), HAS and Buyer agree to give each insurance company which
has issued, or in the future may issue, policies of insurance, with respect to the items covered by this
waiver, written notice of the terms of this mutual waiver and to have such insurance policies properly
endorsed, if necessary, to prevent the invalidation of any of the coverage provided by such insurance
policies by reason of such mutual waiver. The terms of this paragraph shall survive the expiration or
termination of this Agreement.
II.
OPENING OF ESCROW
21 Appointment of the Escrow Agent. Subject to the terms, provisions and conditions of
this Agreement, HAS and Buyer hereby designate Escrow Agent as the escrow agent with respect to the
escrow of the HAS Escrow Deposit. Escrow Agent hereby accepts the obligations and duties of escrow
agent with regard to the retention and disposition of the Escrow Funds in accordance with the terms,
provisions and conditions of this Agreement and agrees to serve as escrow agent hereunder.
2.2 Deposit and Administration of Escrow Funds. During the term of the escrow created
hereby, Escrow Agent shall invest the Escrow Funds in certificates of deposit, money market funds, or
United States Treasury Certificates at Texas Capital Bank or as otherwise directed by HAS,provided that
such investments will enable the parties hereto to obtain delivery and payment of the Escrow Funds on
notice of not more than seven days. All income derived from the principal of the Escrow Funds during
the term hereof shall become part of the Escrow Funds.
III.
DISTRIBUTION FROM THE ESCROW FUNDS
FOR INFRASTRUCTURE IMPROVEMENTS
3.1 Disbursements to HAS From the Escrow Funds. In connection with the construction
of the Infrastructure Improvements, as set forth in Section 1.1 of this Agreement,HAS shall be authorized
to receive the Escrow Funds upon completion of the Infrastructure Improvements and receipt by Buyer
and Escrow Agent of the following(collectively, the"Work Evidence"):
(a) A certification from HAS stating that the Infrastructure Improvements have been
completed in compliance with Section 1.1 of this Agreement, which shall be verified by Buyer's
inspection(s) thereof (such verification not to be unreasonably withheld or delayed, and if such
verification or a notice of noncompliance (a "Notice of Noncompliance") is not delivered to
HAS and Escrow Agent in writing within ten.(10) business days following HAS's delivery of the
certification,compliance shall be deemed to be verified by Buyer and Buyer's civil engineer);
3
(b) Delivery to Buyer only of lien waivers and contractor's affidavits evidencing
payment in full of all costs incurred by contractors, sub-contractors and suppliers with respect to
the Infrastructure Improvements.
3.2 Partial Release of Escrow Funds to HAS. In addition to the foregoing, HAS shall be
authorized to mare periodic withdrawals from the Escrow Funds in amounts equal to the actual cost of
the relevant portion of the Infrastructure Improvements (including design costs, engineering costs and
other costs associated with preparation of the plans and specifications for the Infrastructure
Improvements) being constructed or installed through the date of such withdrawal, upon delivery to
Buyer and Escrow Agent of:
(a) a certification from HAS as to the cost of the Infrastructure Improvements
incurred to date (including the amounts requested for disbursement), the amount then owing
under the design and construction contracts for completion of the Infrastructure Improvements,
and the estimated remaining cost of the Infrastructure Improvements, and
(b) the items set forth in subparagraphs (a) and (b) of Section 3.1 above, modified as
to subparagraph (a) to reflect certification only as to the portion of the Infrastructure
Improvements completed, and modified as to subparagraph (b) to reflect final lien waivers and
affidavits as to only the portion of the Infrastructure Improvements completed.
Upon satisfaction of the foregoing conditions, and after ten (10) business days prior written notice to
Buyer of the pending disbursement by Escrow Agent, Escrow Agent shall be authorized and instructed to
make disbursements to HAS from the Escrow Funds upon HAS's request therefor, in the amount
requested (or, if Buyer has a good faith, reasonable objection to such request as to the amount due and
owing, then in the amount, if any, that is not in controversy), and upon satisfaction of the above
conditions. Upon any such distribution from the Escrow Funds to pay such amount, Escrow Agent shall
notify Buyer and HAS of the amount of such distribution and of the remaining balance of the Escrow
Funds after such distribution.
3.3 Disbursements to Buyer From the Escrow Funds. Notwithstanding anything to the
contrary, if HAS fails to complete any of the Infrastructure Improvements by the applicable Deadline set
forth in Exhibit `B" to this Agreement, subject to Force Majeure and Section 1.1(c) above, then Buyer,
as its sole and exclusive remedies,has the right to:
(a) upon Buyer's completion of all of the Infrastructure Improvements, direct
Escrow Agent in writing to disburse all or part of the remaining Escrow Funds (the amount
remaining at the time of the applicable Deadline after any amounts HAS may be entitled to have
disbursed hereunder and less amounts for the cost of work completed, but not yet paid) to Buyer
after ten (10) business days prior written notice by Escrow Agent to HAS of the pending
disbursement by Escrow Agent to Buyer. Except for any portion of the Escrow Funds for which
Escrow Agent has received an objection from HAS to such release, the Escrow Funds shall be
paid to Buyer on the business day following the expiration of such ten (10) business day notice
period;
(b) at its election, construct the remaining Infrastructure Improvements that HAS has
failed to timely construct;
(c) in connection with Buyer's construction of the Infrastructure Improvements(if so
elected) that HAS has failed to timely construct, HAS shall, within three (3) business days
following Buyer's written request therefor, (i)assign to Buyer any design contract and/or
construction contract that has previously been entered into by HAS for the design and
4
construction of such portion of the Infrastructure Improvements, and (ii)assign to Buyer HAS's
rights to the plans and specifications for such portion of the Infrastructure Improvements; and
(d) if the cost to Buyer of constructing the Infrastructure Improvements that HAS has
failed to timely construct exceeds the Escrow Funds, HAS shall have no obligation to fund any
such additional costs beyond the HAS Escrow Deposit originally placed in escrow as of the
Effective Date of this Agreement.
3.4 Release of Escrow Funds After Completion of the Infrastructure Improvements. If
there are any Escrow Funds remaining in escrow after (i) the Infrastructure Improvements have been
completed, and (ii) the Work Evidence has been delivered and all sums requested by HAS have been
delivered to HAS,then Escrow Agent shall deliver to Buyer the remaining funds escrowed.
IV.
CONCERNING ESCROW AGENT
4.1 Receipt of Escrow Deposit, Escrow Agent hereby, by its execution of this Agreement,
acknowledges receipt of the Escrow Deposit.
4.2 Obligations of Escrow A ent. Escrow Agent, by its execution of this Agreement,
covenants and agrees to faithfully perform and fulfill the terms of the escrow created hereby, pursuant to
the terms, provisions and conditions hereof. The obligations of Escrow Agent hereunder are performable
at the offices of Escrow Agent specified below. Escrow Agent shall not be required to take or be bound
by notice of any default of any person, or to take any action with respect to such default involving any
expense or liability, unless notice in writing is given to an officer of Escrow Agent of such default and
unless it is indemnified in a manner satisfactory to it against any such expense or liability. The
instructions to Escrow Agent herein shall not be subject to rescission or modification except upon receipt
by Escrow Agent of written instructions of all the parties hereto or their successors in interest, and no
such modification shall be effective unless and until consented to in writing by Escrow Agent.
4.3 Compensation. Escrow Agent shall be paid a fee of$ . HAS and Buyer
shall each be responsible for paying one-half(1/2) of the fee charged by Escrow Agent.
4.4 Accounting. Upon request of HAS or Buyer, Escrow Agent shall provide to HAS or
Buyer an accounting of the Escrow Funds not more frequently than once each month.
4.5 Disinterested Party. It is specifically understood and agreed by HAS and Buyer that
Escrow Agent has no interest in and is not a party to any agreement under which the escrow created
hereby may arise, other than Escrow Agent's strict obligation to fully perform its duties as set forth
herein. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency of the
Escrow Deposit.
4.6 Litigation. In the event that Escrow Agent becomes involved in litigation in connection
with the escrow created hereby, HAS and Buyer shall be jointly responsible, to the extent permitted by
law, to indemnify and hold the Escrow Agent harmless from any and all liabilities, losses, costs, damages
and expenses, including, without limitation, attorneys' fees and costs of investigation, suffered and/or
incurred by Escrow Agent as a result thereof; unless such litigation is between HAS and Buyer, in which
event the losing party shall be required to reimburse Escrow Agent for all of the aforementioned losses,
costs, damages and expenses. Notwithstanding the foregoing, in the event that Escrow Agent shall fail to
fully perform its obligations under this Agreement as a result of an occurrence described in Section 4.8
below, neither HAS nor Buyer shall have any obligations to indemnify Escrow Agent under this
Section 4.6. Deposit by Escrow Agent of the instruments and funds (less its charges and expenses
s
incurred herein) comprising this escrow with a court of competent jurisdiction, shall relieve Escrow
Agent of all further responsibility and liability accruing after such date. Escrow Agent is hereby
expressly authorized to comply with and obey any and all orders,judgments or decrees entered or issued
by any court, and if Escrow Agent obeys or complies with any such order, judgment or decree of any
court, Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, notwithstanding any determination that any such order,
judgment or decree was entered without jurisdiction or was subsequently reversed,modified, annulled,set
aside or vacated. Escrow Agent is hereby expressly authorized to disregard any and all notices or
warnings given by any of the parties hereto, or by any other person or corporation to the extent such
notices or warnings conflict with an order,judgment or decree of any court. Escrow Agent may consult
with legal counsel in the event of any dispute or questions as to the construction of the instructions to
Escrow Agent set forth herein,or Escrow Agent's duties hereunder.
4.7 Reliance. Escrow Agent shall be protected and shall have the right to act upon any
written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other
paper or document which Escrow Agent, in good faith believes to be genuine. Escrow Agent shall be
entitled to rely and act solely upon, any written notice for which provision is made herein; and in the
event Escrow Agent receives conflicting or contravening instructions from the parties hereto with respect
to the subject matter hereof, Escrow Agent shall be entitled to rely upon the instructions contained herein,
notwithstanding a conflicting or contravening instruction.
4.8 Limitation on Liability. Escrow Agent shall not be liable for any act which Escrow
Agent may do or refrain from doing in connection with the conduct and consummation of the escrow
created hereby, except for Escrow Agent's gross negligence, willful misconduct, violation of the terms
and provisions hereof, or violation of law. Subject to the immediately preceding sentence, the parties
hereto further agree that Escrow Agent assumes no liability for and is expressly released from any claim
or claims whatsoever in connection with the receiving, retaining and delivering of the above instruments
and funds except to account for payment and/or delivery made thereon.
4.9 Removal. HAS and Buyer,jointly, may remove Escrow Agent, with or without cause
and appoint a substitute Escrow Agent in which event Escrow Agent shall deliver the Escrow Funds as
directed in writing by HAS and Buyer.
VI.
GENERAL PROVISIONS
5.1 Legal Disability. The bankruptcy, insolvency or other legal disability of any of the
parties hereto shall not affect the terms of the escrow created hereby or prevent the performance by
Escrow Agent of the duties of Escrow Agent hereunder.
5.2 Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement
shall not be affected thereby.
5.3 Notice. Any notice, demand or communication required, permitted, or desired to be
given hereunder (except for emails which are for convenience only) shall be in writing and shall be
deemed effectively given when received or refused if delivered by personal delivery, overnight
messenger, or mailed by prepaid certified mail,return receipt requested, as follows:
6
HAS: Hillwood Alliance Services, LLC
c/o Hillwood Development Company,LLC
9800 Hillwood Parkway, Suite 300
Fort Worth,Texas 76177
Attn: Robert Folzenlogen
Telephone: (817) 224-6021
Email: robert.folzenlogen@hillwood.corn
with copy to: Hillwood Development Company,LLC
9800 Hillwood Parkway,Suite 300
Fort Worth,Texas 76.177
Attn: Don Reid
Telephone: (817)224-6007
Email. don.reid@hillwood.com
with copy to: Kelly Hart&Hallman LLP
201 Main Street,Suite 2500
Fort Worth,Texas 76102
Attn: Chad Key
Telephone: (817) 878-3535
Email: chad.key@kellyhart.com
Buyer: City of Fort Worth
Property Management Department
900 Monroe Street, Suite 400
Fort Worth,Texas 76.102
Atm Roger Venables
Telephone: (817) 392-7600
Email: roger.venables@fortworthtexas.gov
with copy to: City of Fort Worth
City Attorney's Office
200 Texas Street
Fort Worth,Texas 76102
Attn. Leann Guzman
Telecopy: (817)392-7600
Email: leanD.guzman@fortworthtexas.gov
Escrow Agent: American Escrow Company
2626 Howell Street, loth Floor
Dallas,Texas 75204
Attn: Bill Kramer
Telephone: (214) 855-8850
Email: bkramer@republictitle.com
5.4 Captions. Captions contained in this Agreement are for reference and identification
purposes only and shall not affect in any way the meaning or interpretation of any provision of this
Agreement.
5.5 Amendment. This Agreement may not be amended except by the written agreement of
all of the parties hereto.
7
5.6 Multiple Counterparts. This Agreement has been executed in multiple counterparts,
each of which shall be deemed to be one and the same original.
5.7 Meraer. This Agreement contains the entire agreement of the parties hereto with respect
to the subject matter hereof and shall not be varied, amended, or superseded except by the written
agreement among the parties hereto.
5.8 Successors and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
5.9 No Assignment. HAS shall not assign its rights and/or its obligations under this
Agreement, or pledge or otherwise encumber its interest in the Escrow Funds or any portion thereof, and
any such attempted assignment,pledge or encumbrance shall be null and void.
5.10 No Liability. Neither party shall have any liability to any other party to this Agreement
for the selection of a depository institution to hold the Escrow Funds or for any act or omission of such
depository institution or for any loss or impairment of the Escrow Funds or other funds that are subject to
this Agreement.
5.11 No Waiver. No failure on the part of any party at any time to require the performance by
any other party of any provision of this Agreement shall in any way affect such party's rights to require
such performance, nor shall any waiver by any party of any provision hereof be taken or held to be a
waiver of any other provision hereof
5.12 Dates. If, pursuant to this Agreement, any date indicated herein falls on a holiday or a
Saturday or Sunday,the date so indicated shall mean the next business day following such date. The term
"holiday" shall mean any day on which state or national banks are not open for business in the State of
Texas. In calculating the number of days in a time period required under this Agreement, the date on
which the notice is received or rejected shall not be counted, and the notice period shall run through 5:00
p.m.,Fort Worth,Texas time,on the last day of the applicable notice period.
5.13 Prevailing Party. In the event either party files a lawsuit in connection with this
Agreement or any provisions contained herein, then the party that prevails in such action shall be entitled
to recover from the non-prevailing party, in addition to all other remedies or damages as limited herein,
reasonable attorneys' fees and costs of court incurred in such lawsuit.
[signatures on following page]
s
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement to be effective
as of the Effective Date.
HAS:
HILLWOOD ALLIANCE SERVICES, LLC,
a Texas limited liability company
By:
Name:
Title:
BUYER:
CITY OF FORT WORTH,
a municipal corporation of Tarrant County,Texas
By:
Name:
Title:
ESCROW AGENT:
AMERICAN ESCROW COMPANY,
a Texas corporation
By:
Name:
Title:
EXHIBIT"A"TO DEVELOPMENT FUNDS ESCROW AGREEMENT
DESCRIPTION OF THE PROPERTY
A Description of a
163.75 Acre tact of Laud
BE G a potdon of the redder of that tract of land situated in the A.Headmon,Spy,
Abstract Number 596,the.A..Robinson Spy,.Abstract Number 1119,the H.Perry Smey,
Abstract Number 1422 and the M-E.P_&PAYL Co_Survey,Abstract Number 906,Denton
Counrl,Tom as describedhy deed to AIL,Investment,LP(parcel 1)recorded.in lustrummt
Dumber 199&-117441,Real Property Records,Deinton Cow Texas and being more
pact larly described as follows,
BEGINN9`G at a 518 inch iron rod with plasfic cap staged"PelotorC f md at the southeast
corer of Eagle Parkway a��ble vndt.n t of-way d€&cated to the CAy of Port W"th as
recorded in Instrument Number 2013-148190,said County RecoW,
THENCE N 88'40'35'T,S60_49 feet to a 519 inch iron:found at the southeast corner of the
aforementioned AIL Investment:L.P.deed tercel 4),
THENCE N 00'33C38-W,5S.o1 feet with'the east Bite of said pamd 4,
THENCE S 89°48'44',, 52.64 feet departing said cast line to the POINT OF BEGINNING,
THENCE N 00"33'52-W 791.24 feet
THENCE N 88°23'09712, 702.83 feet,
THENCE N 55-35.47"E,212.57 fit;
THENCE N ill° '39'W, 1602.dI feet;
NTREINCE 98"5 '5il E,235.19 feet
THENCE N 00041.'a7W,765-91 feet;
THENCE N 99°37'14"E, 1652.89 feet,
THENCE S 7597'20 E,44-24 filet
THENCE N 98051'3974..663.77 fit;
THENCE S 41023'07-W,777.67 feet,
THENCE S 64"40'1VW, 1157-75 few
THENCE S W0056 nk 62.35 feet
FeJdtom Job No.HW'AI3005 Tag No ACH 6703
COFW September 30,2t115
G-VOEWWA13005-COFW 'ARKSMM 1EGALSWA.3005 EU MOCX Pap I Of3
THENCE S 51005'17"F,67114 feet,
THENCE S 20*555 I M' 492-93 feet;
THENCE 8 Off? W447E,37737 ket,
THENCE 5 25-25'16-W,810.71Let;
THENCE N 89°4814rlV,2361.62 t to ft Pohtt of Beghudag and co g 7,133,018
sqwm few or 163_75 aaes of bnd move or less-
"Iftte,gal parts of t1»docwne.tom
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`°1relininay,this document sha not be recorded for=y purpose and shatt not be used or
viewed or retied upon as a 1M survey domment"22'1:AC 663.18
Ted A.Gossett,RPLS 5991
Date-9-30.2015
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1
EXHIBIT` 3"TO DEVELOPMENT FUNDS ESCROW AGREEMENT
INFRASTRUCTURE IMPROVEMENTS AND DEADLINES
HAS will perform the design and engineering work and cause to be constructed the following
(collectively, the"Infrastructure_Improvements"):
I. Street Improvements: A paved three (3)-lane reinforced portland cement concrete street
extension of Litsey Road and related improvements in the location and as otherwise generally
depicted on Exhibit `B-I" attached hereto. The Infrastructure Improvements shall also have the
following specifications: The Infrastructure Improvements shall be constructed to City of Fort
Worth (COFW) specifications and in accordance with applicable COFW ordinances. The
Infrastructure Improvements shall include such drainage systems required for construction of the
Infrastructure Improvements. Not included in the Infrastructure Improvements are any required
utility relocations (i.e., electric, communications, telephone, cable, natural gas, etc. lines) or any
water line or sewer line extensions.
2. Deadlines: HAS shall complete the Infrastructure Improvements on or before the date that is six
(6) months after all of the following have occurred (the "Deadline"): (i) the Final Plans and the
Final Budget for the Infrastructure Improvements has been approved by both HAS and Buyer, (ii)
Buyer has placed in escrow any amount by which the Final Budget for the Infrastructure
Improvements exceeds the amount of the Escrow Funds then being held in escrow, and (iii)
Buyer's delivery to HAS of the Commencement Notice (defined below). The "Commencement
Notice" shall consist of written notice to HAS from Buyer that Buyer has commenced
development of the park improvements shown on its general park plan,on the Property(the"Park
Facilities"), which shall be evidenced by and must include copies of(x) a building permit for the
construction of the Park Facilities on the Property, and (xx) a written notice from Buyer to its
contractor instructing such contractor to commence physical construction of the Park Facilities on
the Property. The Commencement Notice may not be sent earlier than the Effective Date of this
Agreement or the date on which the conditions set forth.in clauses (x) and (xx) of the previous
sentence have been satisfied.
i
I
EXHIBIT`B-1"TO DEVELOPMENT FUNDS ESCROW AGREEMENT
DEPICTION OF LOCATION OF INFRASTRUCTURE IMPROVEMENTS
74
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y:l.'k7l,11113l TG77-1 _ i15�./lrpp„A1cgi+�.�{afiFYL{8+"8ivi.FSF3+I M4.�{aid Gi I.t{90]1G'y -. fln 61{.gyp. iSfi I is/ 9 P5!
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EXHIBIT"C"TO DEVELOPMENT FUNDS ESCROW AGREEMENT
PRELIMINARY BUDGET FOR THE INFRASTRUCTURE IMPROVEMENTS
= ALLE VICE PARK
LfiSEY ROAD-3 s9E 4 LAMES
PRELIMMARY ESTIMATE
DESCRIPTION OF ffa#S E�11MATE SUBTOTAL
If�t�s,
Frtlimissr,:y antimate o"ss inva:
4)11+�#;.luclii��uiifity i�i fail3S�x:►�or r�tl czti#I+st =.i fs
2).No addi#ioalli pubtle Utilities
3)No right-ef-way costs,H appli"bla.
�#fto Irrigatloss or landicope cxcapi far 101 anti+aired
�al�blialsrisess#hjfdwAlxltrh per City apc-Aticatlon&.
6)Aoss:rsrass sourer Base wilhfa Litsey paid for by othem.
PAVING $5e9,478.50
PAVEMENT MARKINGS&SIGUAGE T-8,209
$TOM DRAIN $93,022
STREULiGHTS �A 14,520
SEWER $(l
SUBTOTAL $7A226
Ca,�iin aEtaas{1P j #79,322
E13 :'a lstsg f Turk-ayinrg(12PA) SF487
'fie: -,q#Cbfsem&n#4%) S3#1729
PerissNIM9(4%) Ss ,729
TOTAL S7#13l#92
AWants Park Litsty Rood Budget.x v 10/912018
utmy Road Page 2 of 1 6.22 P+ll
I
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FART H
Ir-
COUNCIL ACTION: Approved on 8/7/2018
DATE: 8/7/2018 REFERENCE NO.: "*L-16131 LOG NAME: 21 PMD ALLIANCE PARK
CODE: L TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize the Acquisition of Approximately 39.22 Acres of Land for the Amount of
$1,000,000.00 from AIL Investment,LP,Authorize the Dedication of Approximately 32.33
Acres of Park Land Under the Neighborhood and Community Park Dedication Policy and
the Donation of 92.202 Acres of Land from AIL Investment,LP and Dedicate the Property
as Public Parkland Upon Conveyance for Alliance Park(COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the acquisition of approximately 39.22 acres of land from AIL Investment,LP in the
amount of$1,000,000.00;
2. Authorize the acceptance of approximately 32.33 acres of land under the Neighborhood and
Community Park Dedication Policy from AIL Investment,LP;
3. Accept the donation of approximately 92.202 acres of land from AIL Investment,LP;
4. Authorize the City Manager or his designee to execute the purchase contract and record the
appropriate instruments required to accept the land;and
5. Dedicate the property as public parkland upon conveyance as Alliance Park.
DISCUSSION:
The Park and Recreation Department intends to purchase land utilizing Park Dedication Fees funds,
for the creation of Alliance Park. The land acquisition,combined with park land dedication and a land
donation from AIL Investments,LP,will result in the creation of an approximate 163-acre park.
On March 24,2015,the City Council adopted Resolution No.4429-03-2015 to approve the
application for a Texas Parks and Wildlife Urban Outdoor Recreation Grant. As a match for the$1 M
grant,the Park and Recreation Department proposed the purchase of$1 M of land from AIL
Investments,LP. Texas Parks and Wildlife Department approved the application and on March 24,
2016,the City was awarded the$1 M+grant for the development of Alliance Park,Phase I.
On April 19,2016,(M&C G-18721)the City Council adopted Ordinance No.22175-04-2016,enacting
the Park&Recreation Department's Five Year Capital Improvement Plan that included the
appropriation of$1.25M in Park Dedication Fees funds for this acquisition.
On September 19,2017,the City Council adopted Resolution No.4848-09-2017 to approve the
application for a second Texas Parks and Wildlife Department Urban Outdoor Recreation Grant. As a
match for the$1 M grant,the Park&Recreation Department utilized the$1 M in value of land to be
donated from AIL Investments,LP. Texas Parks and Wildlife Department approved the application
and on March 22,2018,the City was awarded a second$1 M grant for the development of Alliance
Park,Phase II.
Upon approval of this M&C,the City will acquire approximately 39.22 acres of land from AIL
Investment,LP in the amount of$1,000,000.00,accept the dedication of approximately 32.33 acres
of land under the Neighborhood and Community Park Dedication Policy from AIL Investment,LP,and
accept the donation of approximate 92.202 acres of land from AIL Investment,LP.
The 92.22 acres of donated property includes three gas well sites that are currently leased and in
operation.
The annual cost to maintain the property while in reserve status is estimated to be$6,000.00. The
maintenance impact is expected to be minimal while the park is under construction and will not
require the appropriation of additional funds in the Fiscal Year 2018 Budget.
This project is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget,as
appropriated,of the Park Dedication Fees Funds. The Finance Director also certifies that parkland
maintenance costs will not result in any additional appropriations in the Fiscal Year 2018 budget.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# I Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by_ Jay Chapa(5804)
Ori matin De artment Head: Richard Zavala(5704)
9 9—P Steve Cooke(5118)
Additional Information Contact: Deanna Cody(8379)
Roger Venables(6334)
ATTACHMENTS
Alliance Gateway Park Form 1295 Certificate 100372417.pdf
Alliance Gateway Park Masterplan Draft.pdf