HomeMy WebLinkAboutContract 43530 (2)CITY SECREi'ARY
OPTION AGREEMENT CONTRACT NO. _���
920 E. Peach St, Fort Worth, TX 76102
THIS OPTION AGREEMENT (this "Agreement") is entered into as of the Effective
Date (defined in Section 15 below) by and between the City of Fort Worth ("Seller"), a
municipal corporation of Tarrant County, Texas, on its own behalf and as trustee for the Fort
Worth Independent School District, the State of Texas, County of Tarrant, Tarrant County Water
Control & Improvement District No.1, Tarrant County Hospital District, and Tarrant County
Junior College District (collectively with Seller, the "Seller Parties"), and BNSF RAILWAY
COMPANY, a Delaware corporation ("Purchaser").
In consideration of the mutual covenants set forth in this Agreement and for other
valuable consideration, which the parties acknowledge receiving, Seller and Purchaser agree as
follows:
Section 1. Option.
(a) In exchange for the sum of $500.00 (the "Option Fee"), to be paid to Seller
contemporaneously with the mutual execution and delivery of this Agreement as consideration
by Purchaser for such option, Seller hereby grants to Purchaser the option (the "Option") to
purchase the Property (defined below). The Option Fee will be non-refundable to Purchaser
immediately upon delivery thereof to Seller, but will be applicable to the Purchase Price (defined
below) if the Option is exercised pursuant to this Agreement.
(b) As used in this Agreement, "Option Period" means the period beginning on the
Effective Date and ending at 6:00 p.m. Central Time, on December 31, 2012. Purchaser may, at
Purchaser's sole discretion, extend the Option Period up to 2 time(s) for 30 days each by
providing Seller written notification on or before the expiration date of the Option Period, as it
may be extended, provided, however, that if the Option Period is extended and a New Appraisal
(as defined below) shows a change in value of the Property, the Purchase Price (defined below)
may be adjusted accordingly to reflect the fair market value of the Property as set forth in the
New Appraisal, but the Purchase Price payable under this Agreement shall in no event be less
than the amount set forth in Section 5(a) below. As used in this Agreement, "New Appraisal"
mean an appraisal ordered by Purchaser, at Purchaser's sole expense, prepared by the same
appraiser, and using the same methodology, as the appraisal obtained by Purchaser prior to the
Effective Date that served as the basis for determining the Purchase Price set forth in Section
5(a).
(c) In order to exercise the Option, Purchaser must send to Seller written notice of
such exercise (the "Option Exercise Notice"). The Option Exercise Notice will be effective only
if received (or deemed received) by Seller during the Option Period in accordance with the
notice provisions set forth below. The Option will lapse if not exercised during the Option
Period, as it may be extended, in accordance with the terms of this Agreement. If the Option
lapses, neither party will have any further rights or obligations under this Agreement except for
rights or obligations, if any, that expressly survive termination of this Agreement.
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Section 2. Option Period Due Diligence
(a) At the commencement of the Option Period, Seller will deliver to Purchaser
copies of all Plans and Studies (defined below).
(b) During the Option Period, Seller will permit Purchaser and its contractors and
agents to enter the Property to inspect and test the Property (including systems and structural
inspections, soil borings, and environmental tests) as Purchaser deems necessary or desirable.
Seller will cooperate with Purchaser in arranging the inspections and tests. Purchaser must repair
any damages to the Property resulting from any inspection or testing conducted by it or at its
direction, and will hold Seller harmless from any and all activities of Purchaser, its agents or
contractors for such inspections or testing.
Section 3. Title Commitment and Survey.
(a) During the Option Period, Purchaser will obtain, at its own expense, the
following:
(1) A TLTA Owner's Commitment for Title Insurance (the "Title
Commitment") from North American Title Company (` Title Company"). The Title
Commitment will set forth the status of title to the Property and will show all
Encumbrances (defined below) and other matters, if any, relating to the Property.
(2) Legible copies of all documents referred to in the Title Commitment,
including but not limited to lien instruments, plats, reservations, restrictions, and
easements.
(3) Copies of the tax statements covering the Property.
(b) Purchaser has obtained, or during the Option Period will obtain, at its own
expense, a survey (the "Survey") consisting of a plat and to the extent available, field notes
describing the Property. The Survey must be a current, on -the -ground, staked survey performed
by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The
Survey must comply with the standards of an ALTA survey and must (i) reflect the actual
dimensions of the Land (defined below) and the number of gross square feet and net square feet
contained in it; (ii) identify any nghts-of-way, easements, or other Encumbrances by applicable
recording reference; and (iii) include the surveyor's registered number and seal, the date of the
Survey, and a narrative certificate acceptable to Purchaser in favor of Purchaser, Title Company
and, if applicable, Purchaser's lender. Subject to the provisions of Sections 3(c) and 3(d) below,
the descnption of the Land shown on the Survey shall be used in all transaction documents
requiring a legal description of the Land, and Purchaser, provided that such description of the
Land is in substantial conformity with Seller's vesting deed, in Seller's sole but reasonable
discretion.
(c) Purchaser will give Seller written notice of any objections (the "Objections") to
the Title Commitment or the Survey (including, but not limited to the legal description) within
15 business days after the later to occur of (1) the Effective Date and (2) the date on which
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Purchaser receives the last of (i) the Title Commitment, (ii) the Survey, and (iii) all legible copies
of documents referred to in the Title Commitment and the Survey If the Option is exercised by
Purchaser, at the Closing (defined below), Seller will provide releases for any liens that
encumber the Property in favor of, or with the permission of, Seller or any other Seller Party*
provided, however, that if any such liens also encumber other property owned by Seller, Seller
will not be required to obtain releases as to such other property, so long as Seller appropriately
subdivides such other property from the Property.
(d) Seller will have no obligation to cure any Objections. If Purchaser has exercised
the Option at the time any such notice of Objections is delivered, then Purchaser is entitled
either:
(1) To terminate this Agreement by written notice to Seller and Title Company at
any time after delivery of such notice of Objections. Upon termination, Purchaser will be
entitled to the return of the Earnest Money (defined below), and neither party will have
any further rights or obligations under this Agreement except for rights or obligations, if
any, that expressly survive termination of this Agreement; or
(2) To waive the Objections and consummate the purchase of the Property subject
to those Objections, which will be deemed to be Permitted Encumbrances (defined
below).
In the event the Title Commitment and/or Survey are revised after Purchaser's initial receipt of
the same so as to include any additional exemptions or Encumbrances not shown on the initial
Title Commitment and Survey ("New Encumbrances"), the provisions above shall be applicable
to any such New Encumbrance, and Purchaser shall have the right to deliver Objections with
respect thereto in the same manner as Objections to the initial Title Commitment and Survey
except that the period for Objections with respect to any such New Encumbrance shall terminate
10 days after Purchaser's receipt of the revised Title Commitment or Survey which first refers to
or discloses such New Fncumbrance.
Section 4. Sale and Purchase After Option is Exercised.
(a) Subject to the terms and conditions set forth in this Agreement if (and only if)
Purchaser exercises the Option by delivery of the Option Exercise Notice, Seller agrees to sell
and convey to Purchaser (or its designee), and Purchaser (or its designee) agrees to purchase and
accept from Seller, for the Purchase Price (defined below):
(1) That certain tract of land (the "Land") in Tarrant County, Texas commonly
known as 920 E Peach St, Fort Worth, TX 76102 consisting of approximately (0.033)
acres in Tarrant County, Texas, more particularly described in the attached Exhibit A.
and to be more particularly described as provided in Section 3 above], together with all
strips and gores easements, rights -of -way, licenses, interests, rights, and appurtenances
appertaining to the Land, if any.
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(2) All rights, titles, and interests of Seller in and to any easements, rights -of -
way, or other interests m, on, or to any alley, highway, or street in, on, across or adjoining
the Land.
(3) All site plans, surveys, soil and substrata studies, environmental
assessments, plans and specifications, engineering plans and studies, landscape plans, and
other plans, studies or reports of any kind in Seller's or its contractors' or agents'
possession that relate to the Property (the "Plans and Studies").
(4) Any and all other rights, titles, interests, privileges, and appurtenances
owned by Seller and in any way related to, or used in connection with, the ownership of
the Land; provided that Purchaser desires to receive assignment of the same.
(b) The above listed items are collectively called the "Property." If Purchaser
exercises its Option pursuant to the terms set forth in this Agreement, the Property will be
conveyed, assigned, and transferred to Purchaser (or its designee) at the Closing (defined below)
as -is and subject to all liens, claims, easements, covenants, conditions, rights -of -way,
reservations, restrictions, encroachments, tenancies, mineral interests, royalty interests, oil, gas
or mineral leases, and any other type of encumbrance, whether or not appearing in the Title
Commitment, to the extent valid and subsisting as of the date of Closing (the "Permitted
Encumbrances").
Section 5. Purchase Price and Earnest Money.
(a) The purchase price (the "Purchase Price") for the Property is Twenty One
Thousand Three Hundred Forty Five Dollars ($21,345.00).
(b) The Purchase Price is payable in cash at the Closing (defined below).
(c) Within 3 business days after Purchaser delivers the Option Exercise Notice,
Purchaser shall deliver to Title Company (defined below) ($500.00) (the "Earnest Money"),
either by wire transfer or by a certified or cashier's check payable to the order of Title Company.
The Earnest Money will be held in escrow in an interest -bearing account in a financial institution
acceptable to Purchaser accruing to the benefit of the party entitled to the Earnest Money under
this Agreement If the contemplated transaction is consummated in accordance with this
Agreement, the Earnest Money (and all accrued interest) and the Option Fee will be applied to
the Purchase Price at the Closing. If the transaction is not so consummated, the Earnest Money
(and all accrued interest) will be held and delivered by the Title Company as provided below.
Section 6 Governmental Approvals. Variances and Permits. If Purchaser
exercises the Option, Purchaser may thereafter apply with the appropriate governmental
authorities to obtain necessary governmental approvals, variances, or permits for Purchaser's
contemplated use.
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Section 7. Termination. Default and Remedies.
(a) Purchaser will be in default under this Agreement if (i) after delivering the Option
Exercise Notice pursuant to Section 1 above, Purchaser fails or refuses to purchase the Property
at the Closing, or (ii) Purchaser fails to perform any of its other obligations either before or at the
Closing, and such failure is not cured within 5 business days after written notice of default from
Seller. Notwithstanding anything contained in this Agreement, Purchaser will not be rn default if
it elects to not exercise the Option, if it terminates this Agreement when it has an express right to
terminate, or when Seller fails to perform its obligations under this Agreement. If Purchaser is in
default, then Seller, as its sole and exclusive remedy, is entitled to terminate this Agreement by
giving written notice to Purchaser ("Seller's Termination Notice ) before or at the Closing.
Following delivery of Seller's Termination Notice, neither party will have any further rights or
obligations under this Agreement except for rights or obligations, if any, that expressly survive
termination of this Agreement If Purchaser's default (and Seller's rightful delivery of Seller's
Termination Notice) occurs after Purchaser has deposited the Earnest Money in escrow pursuant
to Section 5(c) above, Title Company will then deliver the Earnest Money to Seller as liquidated
damages, free of any claims by any person, including Purchaser. The Earnest Money to which
Seller may be entitled is the parties' reasonable forecast of just compensation for the harm that
Purchaser's breach would cause, which is otherwise impossible or very difficult to estimate
accurately.
(b) Seller will be in default under this Agreement if (i) after Purchaser has exercised
the Option, Seller fails or refuses to sell the Property at the Closing, or (ii) it fails to perform any
of its other obligations either before or at the Closing and such failure is not cured within 5
business days after written notice from Buyer. Seller will not be in default, however, if it
terminates this Agreement when it has an express right to terminate or when Purchaser fails to
perform its obligations under this Agreement and such failure is not cured within the cure period
described above. If Seller is in default, then Purchaser is entitled to terminate this Agreement by
giving written notice to Seller before or at the Closing, whereupon neither party will have any
further rights or obligations under this Agreement (except for rights or obligations, if any, that
expressly survive termination of this Agreement), and Title Company will then return the harnest
Money to Purchaser, free of any claims of any person, including Seller. Nothing herein shall
limit any remedy at law, in equity or otherwise that Purchaser may have against Seller in the
event of a breach by Seller of (i) any warranty of Seller set forth herein that is first discovered by
Purchaser after the Closing, or (ii) an obligation to be performed by Seller after Dosing.
(c) If either Seller or Purchaser becomes entitled to the Earnest Money upon
termination of this Agreement, Purchaser and Seller shall deliver an instruction letter to Title
Company directing disbursement of the Earnest Money to the entitled party If either party fails
or refuses to sign or deliver such an instruction letter, the refusing party shall pay all reasonable
attorneys' fees and court costs incurred by the party so entitled to the Earnest Money
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Section 8. Closing.
(a) If Purchaser exercises the Option, the closing (the "Closing") of the sale of the
Property by Seller to Purchaser will occur in. the Title Company's office on or before March 31,
2013, (the "Closing Date '). Purchaser may, at Purchaser's sole discretion, extend the Closing
Date up to 2 time(s) for 30 days each by providing Seller written notification on of before the
then -scheduled Closing Date.
(b) At the Closing, all of the following must occur, all of which are concurrent
conditions
(1) Seller, at its expense, shall deliver or cause to be delivered to Purchaser the
following•
(i) A Tax Resale Deed Without Warranty in the foil!' attached hereto
as Exhibit B and incorporated herein by reference.
(iii) Evidence satisfactory to Purchaser and Title Company that the
person executing the Closing documents on behalf of Seller has full right, power,
and authority to do so.
(iv) Seller's affidavit setting forth its U.S. Taxpayer Identification
Number, its office address, and its statement that it is not a "foreign person ' as
defined in Internal Revenue Code § 1445, as amended.
(v) Any other document or instrument that may be necessary or
reasonably required by Purchaser or Title Company to consummate the
transaction.
(2) Purchaser, at its expense, shall deliver or cause to be delivered to Seller
the following:
(i) Immediately available funds via wire transfer in an amount equal
to the Purchase Price less the Earnest Money and all accrued interest thereon.
(ii) Evidence reasonably satisfactory to Seller and Title Company that
the person executing the Closing documents on behalf of Purchaser has full right,
power, and authority to do so.
(3) Seller and Purchaser shall each pay their respective attorneys' fees, and
Purchaser shall pay all escrow and recording fees.
(4) Purchaser shall pay the premium for a TLTA Owner's Policy of Title
Insurance with all endorsements required by Purchaser ("Owner Policy") issued by Title
Company to Purchaser for the Purchase Price insuring that, upon Closing, Purchaser is
the owner of good and indefeasible fee simple title to the Property subject only to the
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Permitted Encumbrances, and to the lien of current, non -delinquent real property taxes
and assessments for the year in which the Closing occurs.
(c) Seller is a tax exempt municipality and, as such, is not and will not be liable for
payment of any ad valorem and similar taxes and assessments relating to the Property.
(d) Upon completion of the Closing, Seller shall deliver to Purchaser possession of
the Property free and clear of all tenancies and parties in possession.
Section 9. Intentionally deleted.
Section 10. Conditions to Closing.
(a) Notwithstanding anything to the contrary in this Agreement, until the Closing the
following matters are conditions precedent to Purchaser's obligations under this Agreement
(1) The Property must be in as good a condition and repair as exists on the
Effective Date, except for normal wear and tear.
(2) No new liens, easements, or conditions affecting all or part of the Property
(other than those disclosed in the Title Commitment and/or the Survey) shall have been
created or asserted against the Property without Purchaser s permission, and no third
party shall have asserted any right or claim to all or any part of the Property, including,
without limitation, any right to purchase, occupy, or use all or any part of the Property.
(3) The City Council of the City of Fort Worth must approve the sale of the
Property pursuant to and in accordance with the tenus of this Agreement.
(4) Seller must deliver perform, observe, and comply with all of the items,
instruments, documents, covenants agreements, and conditions required of it by this
Agreement.
(5) Seller must not be in receivership or dissolution, nor have made any
assignment for the benefit of creditors nor admitted in writing its inability to pay its
debts as they mature, nor have been adjudicated a bankrupt, nor have filed a petition in
voluntary bankruptcy, or a petition or answer seeking reorganization or an arrangement
with creditors under state or federal bankruptcy law or any other similar law or statute,
nor may any such petition have been filed against it.
(6) The Title Company shall be prepared, upon Purchaser s payment of the
premium therefor, to issue the Owner Policy in the form and of a substance approved by
Purchaser.
(b) Nothing set forth in Section 10(a) above shall be deemed or interpreted to create
any obligation on Seller's part with respect to the Property s condition or any liens or
encumbrances thereon. The sole effect of the failure of any condition precedent set forth in this
Section 10 shall be to entitle Purchaser, at its sole and exclusive option, to terminate this
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Agreement pursuant to this Section 10(b). Purchaser may waive any of the conditions set forth in
Section 10(a) (except Section 10(a)(3)) in its sole discretion, at or before the Closing. If any of
the conditions (including, but not limited to, Section 10(a)(3)) are not satisfied or waived,
Purchaser may terminate this Agreement by giving written notice to Seller at or before the
Closing, and neither party will have any further rights or obligations under this Agreement
except for rights or obligations, if any, that expressly survive termination of this Agreement, and
Title Company will return the Earnest Money to Purchaser.
Section 11. Brokers. Each party represents and warrants to the other that it has not
engaged, or become liable to, any agent, broker, or other similar party in connection with this
transaction EACH PARTY AGREES TO RELEASE THE OTHER FROM AND
AGAINST ANY CLAIMS, DEMANDS, CAUSES OF ACTION, OR OTHER LIABILITY
OF ANY AGENT, BROKER, OR OTHER SIMILAR PARTY ARISING FROM OR
RELATED TO ANY BREACH OF SUCH PARTY'S REPRESENTATIONS IN THIS
SECTION 11. The provisions of this Section 11 shall survive the Closing and any termination
of this Agreement
Section 12. Notices.
(a) Any notice under this Agreement must be written Notices must be either (i) hand -
delivered to the address set forth below for the recipient; or (ii) placed in the United States
certified mail, return receipt requested, addressed to the recipient as specified below;
(iii) deposited with an overnight delivery service addressed to the recipient as specified below;
or (iv) telecopied by facsimile transmission to the party at the telecopy number listed below,
provided that the transmission is followed with a copy sent by overnight delivery or regular mail
to the address specified below Any notice is effective upon deposit with the U.S. Postal Service
or with the overnight delivery service, as apphcable; all other notices are effective when
received.
(b) Seller's address for all purposes under this Agreement is:
City of Fort Worth
1000 Throckmorton St, Fort Worth, TX 76102
Attention- Leann D. Guzman, City Attorney's Office
Telephone* (817) 392-8973
Telecopy: (817) 392-8359
(c) Purchaser's address for all purposes under this Agreement is:
BNSF Railway Company
2500 Lou Menk Drive AOB-3
Fort Worth, Texas 76131-2830
Attention: Ms Luddy Maria Arias
Telephone* (817) 352-6424
Telecopy: (817) 352-7797
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with a copy to:
BNSF Railway Company
2500 Lou Menk Drive
Fort Worth, Texas 76131-2828
Attention: Mr Richard P. Chamberlain
Telephone: (817) 352-2308
Telecopy: (817) 352-2398
(d) Either party may designate another address for this Agreement by giving the other
party at least 5 business days' advance notice of its address change. 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.
Section 13. Entire Agreement. This Agreement (including its exhibits) contains the
entire agreement between Seller and Purchaser. Oral statements or prior written matter not
specifically incorporated into this Agreement has no force or effect. No variation, modification,
or change to this Agreement binds either party unless set forth in a document signed by the
parties or their duly authorized agents, officers, or representatives.
Section 14. Assigns. This Agreement inures to the benefit of and binds the parties and
their respective legal representatives, successors and permitted assigns. Purchaser may assign its
rights or obligations under this Agreement without Seller s consent, but with notice to Seller,
including (but not limited to) assignment to another entity for purposes of a 1031 tax exchange.
Section 15. Effective Date. The date on which the last of Seller and Purchaser signs
this Agreement is the "Effective Date" of this Agreement.
Section 16. Time of the Essence. Time is of the essence in this Agreement. Whenever
a date specified in this Agreement falls on a Saturday, Sunday, or federal holiday, the date will
be extended to the next business day.
Section 17. Destruction, Damage, or Taking Before the Closing. If, before the
Closing, the Property or any substantial portion of it is damaged or destroyed or becomes subject
to a taking by eminent domain, Purchaser may either (i) terminate this Agreement and receive
back the Earnest Money, and neither party will have any further rights or obligations under this
Agreement except for rights or obligations, if any, that expressly survive termination of this
Agreement; or (ii) proceed with the Closing of the Property, and Seller will assign to Purchaser
all condemnation or insurance proceeds available as a result of such damage, destruction, or
taking.
Section 18. Tax -Deferred Exchange Under I.R.C. 1031. Purchaser may restructure
its purchase of the Property as part of a "deferred" like -kind exchange under Internal Revenue
Code § 1031, as amended. Seller agrees to cooperate with Purchaser to permit Purchaser to
accomphsh the tax -deferred exchange, but at no additional expense or liability to Seller for the
tax -deferred exchange, and with no delay in the Closing. Seller's cooperation will include,
without limitation, executing such supplemental documents as Purchaser may reasonably
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031432 000407 DALLAS 2805798.4
request, which may include, without limitation, an assignment of Purchaser's rights and
obligations under this Agreement to a tax -deferred exchange inteiinediary.
Section 19. Terminology. The captions beside the section numbers of this Agreement
are for reference only and do not modify or affect this Agreement Whenever required by the
context, any gender includes any other gender, the singular includes the plural, and the plural
includes the singular.
Section 20. Governing Law. This Agreement is governed by and must be construed
in accordance with Texas law.
Section 21. Severability. If any provision in this Agreement is found to be invalid,
illegal, or unenforceable, its invalidity, illegality, or unenforceability will not affect any other
provision, and this Agreement must be construed as if the invalid, illegal, or unenforceable
provision had never been contained in it
Section 22. Rule of Construction. Each party and its counsel have reviewed and
revised this Agreement The parties agree that the rule of construction that any ambiguities are to
be resolved against the drafting party must not be employed to interpret this Agreement or its
amendments or exhibits.
Section 23. Attorneys' Fees. If any action at law or in equity is necessary to enforce
or interpret this Agreement, the prevailing party will be entitled to reasonable attorneys' fees,
costs, and necessary disbursements in addition to any other relief to which that party may be
entitled.
Section 24. Counterparts. To facilitate execution this Agreement may be executed in
as may counterparts as may be convenient or required. It shall not be necessary that the signature
or acknowledgement of, or on behalf of, each part, or that the signature of all persons required to
bind any party or the acknowledgment of such party, appear on each counterpart. All
counterparts shall collectively constitute a single instrument. It shall not be necessary in making
proof of this Agreement to produce or account for more than a single counterpart containing the
respective signatures of, or on behalf of, and the respective acknowledgments of, each of the
parties hereto. Any signature or acknowledgment page to any counterpart may be detached from
such counterpart without impairing the legal effect of the signatures or acknowledgments thereon
and thereafter attached to another counterpart identical thereto except having attached to it
additional signature or acknowledgment pages.
EXECUTED as of the Effective Date.
[Remainder of page intentionally left blank; signatures follow]
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Signature Page for Option Agreement
920 E. Peach St, Fort Worth, TX 76102
SELLER
THE CITY OF FORT WORTH,
a Texas municipal corporation
By: l � .
Fernando Costa, Assistant City Manager
Date: SArAZ
PURCHASER
BNSF RAILWAY COMPANY,
a Delaware corpora ion
By:
ty
Name:
Title:
Date:
Il �` R'i&cc SQUIRED
i�._..i �:_ - .a. Y___1 .-)Pj• - -
031432 000407 DALLAS 2805798.4
r
if/ 4-1 7en-r—
Senior Manager Real Estate
5 52 24/e---o-
ass
OFFICIAP RECORD
CITY SECRETARY
F• a it irK
ect BNSF T
nt,' Tarrant
it No, 1
r. City a# Fo
48 1 of 2
EXHIBIT A
Legal Description of Pronertv
'H STREET EXHIBIT
PROPERTY DESCRIPTION FOR PARCEL 1
A FOR TION OF LOT 1, BLOCK 124, ORIGINAL TOWN OF FORT WORTH, TARRANT COUNTY
TEXAS SAVE AND EXCEPT THE NORTHWEST CORNER THEREOF, CONVEYED TO 1'HE GULF,
COL ORADO AND SANTA FE RA±LJVAY COMPANY BY DEED RECORDED IN VOLUME 59, PAC;
DEED RECORDS, TARRANT COUNTY, TEXAS BEING MORE PAR rICULARLY DESCRIBED AS
FOLLOWS,
COMME'NC1NG AT A FOUND T-RAIL LOCATED ON THE EXISTING EASTERLY BNSF RIGHT OF
1A/AY LINE, NEAR rHE SOUTHERLY RIGHT OF'AAY LINE OF PEACH STREET ei0 FOOT OW);.
THENCE S O4° 26' 22" E, ALONG SAID EASTERLY RIGHT OF WAY LINE, A DISTANCE OF 0.92
FEET TO THE POINT OF IN rERSECTION OF SAID EASTERLY BNSF RIGHT OF 'NAY LINE, AND
THE SOU T r1ERLY PEACH STREET RIGHT OF WAY LINE, NIARKEL) BY A SET #5 REBAR WITH
PLASTIC CAP RPLS 6129, AND THE POINT OF BEGINNING,
THENCE N 591331' 5s" E. ALONG SAID SOUTHERLY RIGHT OF WAY LINE. A DISTANCE OF 34,45
FEET, 10 A SET #5 REBAR WITH PLASTIC CAP RPLS 610
THENCE S 29° a6' 381 E, LEAVING SAID SOUTHERLY RIGHT OF WAY LINE A 0 STANCE OF 38 64
FEET, TO A POINT ON THE NORTHERLY LINE OF THAT REAL PROPERTY DESCRIBED IN
VOLUME 4631, PAGE 702, A SET #5 REBAR WITH PLASI IC CAP RPLS 6129;
THENCE 6O 21 22' W. ALONG SAID NORTHERL'( LINE, A DISTANCE OF 37.01 FFFT TO A
#5 REBAR WITH PLASTIC CAP RPLS 6129
THENCE N 30144` 311 W, A DIS rANCE OF 31.42 FEET, TO SAID EASTERLY BNSF RIGHT OF WAY
LINT, A SI71 #5 RFBAR WITH PLASTIC CAP RPLS 6129;
THENCE N 04" 26' 22'" iN, ALONG SAID EASTERLY RIGHT OF WAY I,INF, A E ISTANC F OF 7 44
FEET, TO TI IF POINT OF BEGINNING;
CONTAINING ACRES. (1423 SO. FEET), MORE OR LESS.
Exhibit A
Page A-1
031432 000407 DALLAS 2805798.4
EXHIBIT B
Foiui of Tax Resale Deed Without Warranty
NOTICE OF CONFIDhNTIALITY 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.
After Recording Return To:
Thompson & Knight LLP
One Arts Plaza
1722 Routh Street, Suite 1500
Dallas, Texas 75201
Attention* Michelle Vincent Parker
TAX RESALE DEED WITHOUT WARRANTY
THE STATE OF TEXAS §
COUNTY OF TARRANT §
KNOW ALL MEN BY THESE PRESENTS THAT:
THE CITY OF FORT WORTH, a municipal corporation of Tarrant County, Texas,
Grantor, acting by and through T. M Higgins, its duly authorized Assistant City Manager, acting
for the use and benefit of itself and the Fort Worth Independent School District, the State of
Texas, County of Tarrant, Tarrant County Water Control & Improvement District No.1, Tarrant
County Hospital District, and Tarrant County Junior College District (collectively, `Grantor"),
for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid
to Grantor by BNSF RAILWAY COMPANY, a Delaware corporation ("Grantee"), the receipt
and sufficiency of which are hereby acknowledged, does hereby convey to Grantee all of
Grantor's right, title, and interest in and to the following described real property situated in
Tarrant County, Texas:
(a) the real property (the "Land") described in Exhibit A attached hereto and made a
part hereof, together with all strips and gores, easements, rights -of way, licenses,
interests, rights, and appurtenances appertaining to the Land if any;
(b) any easements, rights -of -way, or other interests in, on, or to any alley, highway,
or street in, on, across or adjoining the Land;
(c) all site plans, surveys, soil and substrata studies, environmental assessments, plans
and specifications, engineering plans and studies, landscape plans, and other
Exhibit B
Page B-1
031432 000407 DALLAS 2805798.4
plans, studies or reports of any kind in Grantor's or its contractors' or agents'
possession that relate to the Property (defined below); and
(d) any and all other rights, titles, interests, privileges, and appurtenances owned by
Grantor and in any way related to, or used in connection with, the ownership of
the Land, provided that Grantee desires to receive assignment of the same
(all of the foregoing collectively, the "Property").
The City of Fort Worth was named grantee on its own behalf and on behalf of the taxing
entities named above pursuant to and in accordance with a deed dated June 2, 1970, which was
recorded in Volume 4895, Page 519, County Records, Tarrant County, Texas, on June 23, 1970.
This Tax Resale Deed Without Warranty is made subject to, and Grantee acknowledges,
the right of redemption as provided in the Texas Tax Code, V T.C.A.
Grantee acknowledges that Grantor has not made and does not make any representations
as to the physical condition, or any other matter affecting or related to the property or any
improvements thereon
BY THE ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES AND
AGREES THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS,
WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF
ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED,
ORAL OR WRITTEN PAST, PRESENT OR FUTURE, OF, AS, TO, CONCERNING OR
WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE
PROPERTY INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES
WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY
THE PROPERTY OR ITS OPERATION WITH ANY LAWS RULES, ORDINANCES
OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR
BODY, (E) THE HABITABILITY MERCHANTABILITY, MARKETABILITY,
PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE
PROPERTY, (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR
MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER,
QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY, OR
(H) ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND
SPECIFICALLY, THAT GRANTOR HAS NOT MADE, DOES NOT MAKE AND
SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING
COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR
LAND USE LAWS, RULES, REGULATIONS, ORDERS OF REQUIREMENTS,
INCLUDING SOLID WASTE, AS DEFINED BY THE U. S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE
DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY HAZARDOUS
Exhibit B
Page B-2
031432 000407 DALLAS 2805798.4
SUBSTANCE AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL
RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, AND
REGULATIONS PROMULGATED THEREUNDER. GRANTEE FURTHER
ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY INFORMATION
PROVIDED OR TO BE PROVIDED BY GRANTOR RELATING TO THE PROPERTY.
AS A MATERIAL PART OF THE CONSIDERATION FOR THIS DEED, GRANTOR
AND GRANTEE AGREE THAT GRANTEE IS TAKING THE PROPERTY "AS IS'
WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE IS NO
WARRANTY BY GRANTOR THAT THE PROPERTY IS FIT FOR A PARTICULAR
PURPOSE. GRANTEE ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
REPRESENTATIONS, STATEMENTS, ASSERTIONS OR NON -ASSERTIONS BY THE
GRANTOR WITH RESPECT TO THE PROPERTY CONDITION. GRANTEE TAKES
THE PROPERTY UNDER THE EXPRESS UNDERSTANDING THAT THERE ARE NO
EXPRESS OR IMPLIED WARRANTIES. IT IS UNDERSTOOD AND AGREED THAT
THE PURCHASE PRICE PAID BY GRANTEE HAS BEEN ADJUSTED TO REFLECT
THAT ALL OF THE PROPERTY IS SOLD BY GRANTOR AND PURCHASED
GRANTEE SUBJECT TO THE FOREGOING. GRANTEE ACKNOWLEDGES AND
ACCEPTS ALL THE TERMS AND PROVISIONS BY HIS ACCEPTANCE HEREOF.
This Tax Resale Deed Without Warranty is expressly made by Grantor and accepted by
Grantee subject to any and all restrictions, existing easements, rights -of -way and prescriptive
rights, whether of record o1 not, all presently recorded and validly existing instruments,
covenants, conditions, zoning laws, regulations, ordinances of municipal and other
governmental authorities and reservations, including, but not limited to, minerals previously
reserved or conveyed, if any, relating to the property, but only to the extent that they are still in
effect.
TO HAVE AND TO HOLD all of its right, title and interest in and to the above
described premises, together with, all and singular, the rights and appurtenances thereto in any
manner belonging unto Grantee, and assigns, forever, so that neither Grantor nor its successors
and assigns, nor any person or persons claiming under it, shall at any time hereafter have, claim
or demand any right, title, or interest to the aforesaid property premises, or appurtenances, or
any part thereof. When the context requires, singular nouns and pronouns include the plural
IN WITNESS WHEREOF, this instrument is executed by Grantor on this g7 day of
2012.
The address of
Grantee is:
BNSF Railway Company
2500 Lou Menk Drive AOB-3
Fort Worth, Texas 76131-2830
Attention: Ms Luddy Maria Arias
**[insert appropriate signature and acknowledgment blocks and exhibits]**
Exhibit B
Page B-3
031432 000407 DALLAS 2805798.4
Title Company's Acknowledgment of Receipt of Option Agreement
920 E. Peach St, Fort Worth, TX 76102
North American Title Company (Title Company) acknowledges receipt of this
Agreement on
6) 2,7 , 2012. Upon receipt of the Earnest Money provided for in
this Agreement, Title Company agrees to notify Seller and Purchaser, to hold the Earnest Money
in accordance with this Agreement, and to abide by and perform in accordance with the escrow
provisions contained in this Agreement.
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031432 000407 DALLAS 2805798.4