HomeMy WebLinkAboutContract 59312CSC No. 59312
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and
between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of
Texas ("Purchaser"), acting by and through its duly authorized City Manager or Assistant City Manager,
and SOUTHWEST PASTURE, LTD., a Texas limited partnership ("Seller"), as of the date on which
this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date").
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and
accept from Seller, on and subject to the terms and conditions set forth in this Contract, the SURFACE
ESTATE ONLY of a tract of land consisting of approximately 1.90 acres situated in the Rueben Burnett
Survey, Abstract 1922, Tarrant County, Texas, being a portion of the same tract of land as conveyed by
Special Warranty Deed dated December 28, 2012 and recorded as Instrument No. D212318326 in the
Official Real Property Records of Tarrant County, Texas (the "Land"), as more particularly
described/depicted on the preliminary ALTA/NSPS land title survey of the Land dated December 9,
2022, prepared by Todd A. Bridges, RPLS 4940 (the "Preliminary Survey") attached hereto as Exhibit
"A," which is attached hereto and incorporated herein by reference for all purposes, together with Seller's
right, title and interest in and to the rights and appurtenances pertaining exclusively to the Land and not
to any adjacent lands owned by Seller, Edwards Geren Limited or any of their affiliates, including,
subject to the foregoing limitation, all right, title and interest of Seller, if any, in and to (i) any strips or
gores adjoining the Land; (ii) all roads, alleys, rights -of -way, easements, streets and ways adjacent to or
serving the Land; (iii) any land lying in the bed of any street, road or access way, opened or proposed,
in front of, at a side of or adjoining the Land, to the centerline of such street, road or access way; and (iv)
all licenses, interests, and rights appurtenant to the Land, SAVE AND EXCEPT the Mineral and Water
Reservations (defined in Section 30). The Land and Items (i)-(iv), SAVE AND EXCEPT the Mineral
and Water Reservations, are collectively referred to as the "Property."
(b) Seller shall convey the Property to Purchaser at Closing free and clear of all liens,
claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other
encumbrances (collectively, the "Encumbrances") except (i) the Encumbrances appearing in the Title
Commitment and the Survey (each hereinafter defined) that either are not objected to, or, if objected to,
are not cured and that are subsequently waived or deemed to have been waived pursuant to Section
3; (ii) local, state and federal laws, ordinances or governmental regulations, including, but not limited to,
building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property,
(iii) the Mineral and Water Reservations; (iv) matters created by, through or under Purchaser; (v) real
estate taxes not yet due and payable; (vi) the Reservations, Restrictions and Covenants Running with the
Land described in Exhibit C to the Deed (defined in Section 8(a)(06)); (vii) the Oil and Gas Lease
(defined below); and (viii) those other matters described herein as being Permitted Encumbrances
(collectively referred to as "Permitted Encumbrances").
(c) The Property is currently subject to that certain Amended and Restated Lease Agreement
executed effective as of October 31, 2022, by and between Seller, as landlord, and EG Cattle Co., LLC, a
Texas limited liability company, as Tenant, which shall be partially terminated as to the Property only at
or before Closing.
OFFICIAL RECORD
CITY SECRETARY
Contract of Sale and Purchase — 4915 South Drive W. FT. WORTH, TX Page - 2 - of 39
I:\10639\0001 \161731806.DOCX
(d) The Property may be subject to that City Secretary Contract No. 31707 (South Tract
Development Agreement) between Edwards Geren Limited and Purchaser, authorized by City Council by
M&C C-20436 on December 2004, as amended by that Amendment to Secretary Contract No. 31707
South Tract Development Agreement between Seller (as successor to Edwards Geren Limited) and
Purchaser dated December 23, 2014, recorded as Instrument No. D215012075 in the Tarrant County Real
Property Records (collectively, the "Development Agreement"). The Development Agreement will be a
Permitted Encumbrance; however, during the Title Review Period (defined below) Seller and Purchaser
will endeavor to reach mutual agreement as to whether the Development Agreement is in force and effect
and affects the Property, and Seller and Purchaser will also endeavor to reach mutual agreement as to
whether to (i) execute a mutually acceptable partial assignment and assumption agreement at Closing
whereby Seller assigns, and Purchaser assumes, Seller's rights, duties, and obligations under the
Development Agreement as to the Property only, or (ii) execute a mutually acceptable partial termination
of the Development Agreement at Closing terminating the Development Agreement as to the Property
only. In any event, however, with respect to subclauses (i) and (ii) above, Seller shall have no obligation
to incur any expense, liability or to impair in any manner any right or interest of Seller or any of Seller's
affiliates in or with respect to the Property (or other land or property owned by Seller or Seller's affiliates)
and Seller shall have no continuing obligations or liability with respect to the Development Agreement
after Closing as it relates to the Property.
(e) The Property is currently subject to an Oil, Gas and Mineral Lease between Edwards
Geren Limited and XTO Energy (or its successor in interest), a Memorandum of which was recorded as
Instrument #D207329186, Tarrant County Real Property Records. Notwithstanding anything to the
contrary contained herein, such lease and the memorandum thereof (collectively, the "Oil and Gas
Lease") will be a Permitted Encumbrance.
Section 2. Earnest Money and Purchase Price.
(a) Within five (5) days after the Effective Date, Purchaser must deliver to the Title
Company's escrow agent an Earnest Money deposit of Ten Thousand and 00/100 Dollars ($10,000.00)
in Good Funds (the "Earnest Money"), which sum shall be held by Title Company in an interest
bearing account if requested by Purchaser; otherwise in a non -interest bearing account. Any interest
earned, if applicable, will become part of the Earnest Money. In the event Purchaser fails to timely
deposit the Earnest Money as herein required, Seller may terminate this Contract by written notice
given to Purchaser at any time prior to the delivery of the Earnest Money to the Title Company. Upon
Closing (as hereinafter defined), if Closing occurs, the Earnest Money shall be applied as a credit toward
the Purchase Price (as hereinafter defined). All Earnest Money will be (i) refunded to Purchaser if
Purchaser terminates the Contract prior to expiration of the Contract's Option Period or (ii) forfeited
to Seller if Purchaser does not terminate the Contract prior to the expiration of the Contract's Option
Period and Seller terminates this Contract due to a Purchaser default; provided, however,
notwithstanding anything herein to the contrary, in the event the Contract is terminated by Purchaser
during the Option Period or otherwise, or if Seller terminates this Contract pursuant an express right of
termination hereunder and Purchaser is expressly entitled to the return of the Earnest Money in
connection with said termination by Seller, $5,000.00 ("Preliminary Survey Costs") of the Earnest
Money will nonetheless be disbursed to Seller as reimbursement for costs incurred by Seller in connection
with the Preliminary Survey and the remainder of the Earnest Money will then be refunded to Purchaser.
(b) Contemporaneously with the execution of this Contract, Purchaser hereby delivers to
Title Company a check payable to Seller in the amount of One Hundred Dollars ($100.00)
("Independent Contract Consideration"), which amount the parties bargained for and agreed to as
consideration for Seller's execution, delivery and performance of this Contract and granting Purchaser
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
the right to inspect and evaluate the Property during Purchaser's Option Period (as defined below). This
Independent Contract Consideration is in addition to and independent of any other consideration or
payment provided for in this Contract, is nonrefundable, and shall be retained by Seller notwithstanding
any other provision of this Contract.
(c) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller
at Closing in Good Funds, is ONE MILLION ONE HUNDRED AND SIXTY THOUSAND AND
00/100 DOLLARS ($1,160,000.00).
(d) "Good Funds" as used herein means currently available funds, in United States dollars,
paid in the form of a certified check, cashier's check, or wire transfer acceptable to the Title Company,
such that the payment may not be stopped by the paying party. Any reference in this Contract to "cash"
means Good Funds.
Section 3. Title Commitment and Survey.
(a) Within ten (10) days after the Effective Date, Seller shall obtain, at Purchaser's sole
cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title Company,
2900 South Hulen Avenue, Fort Worth, Texas 76109, Attention: Lavonne Keith (the "Title
Company"). The Title Commitment shall be effective as of a date which is on or after the Effective
Date, showing the record title owner of the Land, and shall show Encumbrances and other matters
recorded in the real property records of the county in which the Land is located, if any, relating to the
Land. The Title Company shall also deliver contemporaneously with the Title Commitment legible (as
legible as the Title Company can provide) copies of all recorded documents referred to in the Title
Commitment, including but not limited to, plats, reservations, restrictions, and easements.
(b) Purchaser acknowledges that as of the Effective Date Seller has provided Purchaser
the Preliminary Survey (hereinafter the "Survey"), which was facilitated by Seller, but is to be at
Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the
Property, prepared pursuant to a current on -the -ground staked survey performed by a registered public
surveyor or engineer satisfactory to Purchaser and Title Company. Purchaser acknowledges and agrees
that the surveyor that prepared the Preliminary Survey is satisfactory to Purchaser. Prior to finalization,
the Survey shall (i) be certified to Purchaser, its successors and assigns, Title Company, and Seller, (ii)
reflect the actual dimensions of and the total number of square feet within the Property , (iii) identify
any recorded rights -of -way, easements, or other Encumbrances referenced in the Title Commitment by
reference to applicable recording data, and (iv) include the Surveyor's registered number and seal and
the date of the Survey. The description of the Property prepared as a part of the Survey, once mutually
agreed to by Seller and Purchaser during the Title Review Period (defined below), will be used in all of
the documents set forth in this Contract that require a legal description of the Property.
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending thirty (30) calendar days after Purchaser's receipt of the Title Commitment
in which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown
on the Title Commitment (including if the Title Commitment fails to show indefeasible fee simple title
to the Property to be in Seller) or the Survey.
(d) Seller shall have the option, but not the obligation, to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing, Seller
having no obligation to do so) during the period of time (the "Cure Period") ending on the tenth day
after Seller's receipt of Purchaser's timely notice of Purchaser's Objections. Except to the extent that
Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy
or cause the removal of any Objections (or agree irrevocably in writing to do so at or prior to Closing)
within the Cure Period, then either (i) this Contract may be terminated in its entirety by Purchaser by
giving Seller written notice to such effect during the period of time (the "Termination Period") ending
on the fifth business day after the earlier of (1) the last day of the Cure Period, or (2) the date on which
Seller gives Purchaser written notice that Seller is unable or unwilling to cure Purchaser's Objections,
and neither party hereto shall have any further rights or obligations except for those which by the terms
of this Contract survive termination; or (ii) any such Objections may be waived by or on behalf of
Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is
not given on or before the last day of the Termination Period. Any title encumbrances, exceptions, or
other matters which are disclosed in the Title Commitment or the Survey and to which Purchaser
does not object within Title Review Period (or which are thereafter waived or deemed to be waived
by Purchaser) shall be deemed to be Permitted Encumbrances.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions or
encumbrances to title voluntarily created by, through or under Seller after the Effective Date without
Purchaser's consent disclosed in the Title Commitment (or any subsequent commitment), and which
may be cured by the payment of money, and (ii) all Objections that Seller agrees in writing to cure at
or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured or removed by
Seller, at Seller's sole cost and expense, at or prior to Closing, with Seller having the right to apply the
Purchase Price or a portion thereof for such purpose.
Section 4. Due Diligence Documents.
(a) Within five (5) days after the Effective Date, Seller shall deliver to Purchaser for
Purchaser's review, to the extent in Seller's possession, to Seller's knowledge, (i) any and all tests, studies
and investigations relating to the Property, including, without limitation, any soil tests, engineering
reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; and
(ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the
Property (the "Due Diligence Material").
(b) Purchaser acknowledges that, except as expressly set forth in this Contract, Seller has not
made and does not make any warranty or representation regarding the truth, accuracy or completeness of
the Due Diligence Material or the source(s) thereof. Purchaser further acknowledges that some if not all
of the Due Diligence Material were prepared by third parties other than Seller. Seller expressly disclaims
any and all liability for representations or warranties, express or implied, statements of fact and other
matters contained in such information, or for omissions from the Due Diligence Material, or in any other
written or oral communications transmitted or made available to Purchaser. Purchaser shall rely solely
upon its own investigation with respect to the Property, including, without limitation, the Property's
physical, environmental or economic condition, compliance or lack of compliance with any ordinance,
order, permit or regulation or any other attribute or matter relating thereto. Seller has not undertaken any
independent investigation as to the truth, accuracy or completeness of the Due Diligence Material and is
providing the Due Diligence Material solely as an accommodation to Purchaser.
Section 5. Tests.
(a) Subject to the terms and conditions of this Section 5, commencing on the Effective Date
and continuing until the Closing or earlier termination of this Contract, Purchaser and Purchaser's
employees, representatives, contractors, consultants, and agents ("Purchaser's Representatives"), at
Purchaser's sole cost and risk, shall have the right to go on to the Property, including any improvements
thereon, to make reasonably necessary inspections, surveys, test borings, soil analysis, and other tests,
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
studies and surveys, including, without limitation, environmental and engineering tests, borings,
analysis, and studies ("Tests"), provided that with respect to any intrusive Test (e.g., borings) Purchaser
must obtain Seller's prior written consent, which consent may be given, withheld or conditioned in Seller's
sole discretion. Any Tests shall be conducted at Purchaser's sole expense and Purchaser shall be
responsible for and act as the generator with respect to any wastes generated by those Tests,
including signing any required manifests, which obligation shall survive the termination of
this Contract.
(b) At the conclusion of the Tests, Purchaser shall, at Purchaser's sole expense, promptly
repair any damage caused to the Property by Purchaser or Purchaser's Representatives in connection with
Purchaser's Tests and promptly return the Property, at Purchaser's sole expense, to substantially the
same condition and cleanliness as existed before entry upon the Property. Purchaser shall not change the
grades of the Land, remove or damage any trees or improvements or otherwise change the physical
condition of the Property without the prior written consent of Seller, which may be withheld or conditioned
in Seller's sole discretion.
(c) Purchaser shall promptly pay when due all costs and fees associated with Purchaser's
Tests and shall keep the Property free and clear of any liens or encumbrances for any such Tests. If any
such lien shall at any time be filed, Purchaser shall, at its sole expense, cause the same to be discharged
and it shall be discharged of record within ten (10) days after knowledge thereof by Purchaser thereof by
satisfying same. Failure by Purchaser to discharge such lien within said 10-day period shall be a material
breach of this Contract and shall entitle Seller, at its option, to terminate this Contract, without prejudice
to Seller's indemnification rights provided in Section 5W below.
(d) In the event this transaction does not close for any reason whatsoever, Purchaser shall,
as a condition precedent to Purchaser's termination of this Contract and the release of Earnest Money,
deliver to Seller any and all independent studies or results of Tests obtained during the pendency of this
Contract. Purchaser's obligations in this section shall survive termination of this Contract.
(e) Purchaser and Purchaser's Representatives shall: (i) not disturb the tenants, if any, or
interfere with their use of the Property pursuant to their respective leases; (ii) not interfere with the
operation and maintenance of the Property; (iii) not damage any part of the Property or any personal
property owned or held by any tenant or any third party; (iv) not injure or otherwise cause bodily harm to
Seller or its agents, guests, invitees, contractors and employees or any tenants or their guests or invitees;
and (v) comply with all applicable laws.
(f) All Tests shall be conducted during normal business hours. Purchaser must give Seller
twenty-four (24) hours' prior written notice (provided to Paxton Motheral at paxton@cassco.com) of any
such Tests, and Seller shall have the opportunity to have a representative present during any such Test,
the right to do which Seller expressly reserves. Purchaser shall cooperate with any reasonable request by
Seller in connection with the timing of any such Test.
(g) To the extent permitted by Texas law and without waiving its sovereign
immunity, Purchaser hereby agrees to indemnify, defend and hold Seller, its shareholders,
members, partners, beneficiaries, officers, directors and agents (collectively, "Indemnified
Parties") harmless from and against any and all liens, claims, causes of action, damages,
liabilities and expenses (including, without limitation, reasonable attorneys' fees and costs),
incurred by or asserted against any Indemnified Parties as a result of (i) any act or omission
of Purchaser or Purchaser's Representatives in connection with any Tests or entry on the
Property, (ii) any Tests conducted by Purchaser or any Purchaser Representative, and (iii)
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
any violation of the provisions of this Section 5. Nothing contained herein shall ever be
construed so as to require Purchaser to assess, levy and collect any tax to fund its obligations
under this Section 5. Article XI Section 5 of the Texas Constitution provides that a city is
prohibited from creating a debt unless the city levies and collects a sufficient tax to pay the
interest on the debt and provides a sinking fund. The City of Fort Worth has not and will
not create a sinking fund or collect any tax to pay any obligation created under this section.
This indemnity provision will survive the termination or the Closing of this Contract and
Seller's rights and remedies afforded by virtue of said indemnity shall not be limited by the
remedies provided to Seller under Section 14(a) hereof.
(h) Prior to entry upon the Property, Purchaser must deliver a certificate of insurance to Seller
evidencing that Purchaser and Purchaser's Representatives have in place (and Purchaser and Purchaser's
Representatives shall maintain during the pendency of this Contract) commercial general liability
insurance with limits of at least One Million Dollars ($1,000,000) per occurrence for bodily or personal
injury or death or damage to property, which insurance shall name as additional insureds thereunder Seller
and such other parties holding insurable interests as Seller may designate and be written by a reputable
insurance company having a rating of at least "A:V" by Best's Rating Guide (or a comparable rating by a
successor rating service. Seller agrees, however, that Purchaser (but not Purchaser's Representatives) shall
be allowed to retain (self -insure) in whole or in part any insurance obligations required herein.
(i) Purchaser agrees that this Contract along with the Due Diligence Material and other
information gathered in connection with this Contract, discovered on the Property, disclosed by
Purchaser's Tests, or furnished or disclosed to Purchaser by Seller or its representatives that is not
generally known to the public (the "Confidential Information") shall be considered Confidential
Information. Purchaser shall keep all such information confidential in accordance with this section and
agrees that all such Confidential Information shall be used by Purchaser and Purchaser's Representatives
solely for the purpose of Purchaser's evaluation of the Property and to assist Purchaser in evaluating the
Property as Purchaser shall deem necessary to determine the feasibility of the Property for Purchaser' s
intended use. Without the prior written consent of Seller, which shall be given or withheld in Seller's sole
discretion, or as permitted herein, neither Purchaser nor any Purchaser Representatives shall reveal,
disclose, disseminate, publish or communicate any Confidential Information to any persons, parties or
entities other than to Purchaser's employees, consultants, attorneys, or engineers who are responsible for
determining the feasibility of Purchaser's acquisition of the Property and who have been informed of the
confidential nature of such information as required hereby (collectively, "Permitted Outside Parties").
Purchaser shall ensure that all Permitted Outside Parties (and any other person for whom Purchaser has
responsibility hereunder) comply with the provisions of this section. Purchaser shall not divulge the
contents of the Due Diligence Material or other Confidential Information except in connection with a court
order or other legal process, including under the Texas Public Information Act, and shall otherwise act in
strict accordance with the confidentiality standards set forth in this section. In permitting Purchaser and
Permitted Outside Parties to review Due Diligence Material or any other Confidential Information, Seller
has not waived and does not waive any privilege or claim of confidentiality with respect thereto, and no
third party benefits or relationships of any kind, either express or implied, have been offered, intended or
created.
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, until 60 (sixty)
days after the Effective Date ("Option Period"), the following matters are conditions precedent to
Purchaser's obligations under this Contract:
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
1. Purchaser being satisfied in Purchaser's sole and absolute discretion that the
Property is suitable for Purchaser's intended uses, including, without limitation,
Purchaser being satisfied with the results of the Tests (defined in Section 5 above).
(b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the
conditions precedent described in Section 6(a) above, Purchaser may terminate this Contract by giving
written notice thereof to Seller (the "Option Termination Notice") on or before the last day of the
Option Period. Upon such termination, the Contract will terminate, the Earnest Money (less the
Preliminary Survey Costs) will be refunded to Purchaser, and neither party shall have any further rights
or obligations under this Contract other than those that expressly survive termination.
(c) Purchaser shall have the one-time right, in its sole discretion, to extend the Option
Period for one (1) period of thirty (30) consecutive calendar days (beginning on the day immediately
following the last day of the initial 60-day Option Period) by providing written notice of Purchaser's
exercise of such extension to Seller on or before the last day of the initial 60-day Option Period, failing
which Purchaser shall be deemed to have waived its right to extend the Option Period as provided in this
subsection.
(d) The parties agree that the Option Period will not be further extended upon expiration
without a written amendment signed by both parties, neither party having any obligation to enter into
any such written amendment. If Purchaser does not timely give the Option Termination Notice, this
Contract shall continue in full force and effect, Purchaser shall be deemed to have waived its right to
terminate this Contract pursuant to this Section 6, and Purchaser shall be deemed to have
acknowledged that it has conducted all Tests of the Property that it considers important.
(e) The provisions of this Section 6 control all other provisions of this Contract.
Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on the date that is thirty-one (31) calendar
days after the expiration of the Option Period, or such other date as mutually agreed to in writing by
Seller and Purchaser (the "Closing Date").
Section 8. Closing.
(a) At the Closing, all of the following shall occur, all of which are deemed concurrent
conditions:
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Title Company or Purchaser (as the context so requires) the following:
(i) A Special Warranty Deed ("Deed"), in substantially the same form
attached hereto as Exhibit `B", fully executed and acknowledged by
Seller, conveying to Purchaser good and indefeasible fee simple title
to the Property subject only to the Permitted Encumbrances;
(ii) A Non -Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser and Seller, fully executed and acknowledged
by Seller, confirming that Seller is not a foreign person or entity within
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
the meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended;
(iii) Evidence reasonably satisfactory to Title Company of Seller's
authority to consummate the sale of the Property as is contemplated in
this Contract;
(iv) An executed settlement statement reflecting the prorations and
adjustments consistent with this Contract;
(v) A standard affidavit as to debts, liens and parties in possession executed
and acknowledged for the benefit of the Title Company only, in a form
reasonably acceptable to Seller, sufficient for the Title Company to delete
from the Owner Policy general exceptions for "rights of parties in
possession" or "rights of tenants in possession" (said affidavit shall be
delivered to the Title Company only); and
(vi) Any additional documents that the Title Company may reasonably
require for the proper consummation of the transaction contemplated by
this Contract (provided, however, no such additional document shall
expand any obligation, covenant, representation or warranty of Seller or
result in any new or additional obligation, covenant, representation or
warranty of Seller under this Contract beyond those expressly set forth in
this Contract).
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Title Company or Purchaser (as the context so requires) the following:
(i) An amount equal to the Purchase Price, adjusted for charges, closing
costs and prorations provided for herein, in Good Funds;
(ii) Purchaser's counterpart to the Deed, fully executed and acknowledged
by Purchaser;
(iii) An executed settlement statement reflecting the prorations and
adjustments consistent with this Contract; and
(iv) Any additional documents that the Title Company may reasonably
require for the proper consummation of the transaction contemplated by
this Contract (provided, however, no such additional document shall
expand any obligation, covenant, representation or warranty of
Purchaser or result in any new or additional obligation, covenant,
representation or warranty of Purchaser under this Contract beyond
those expressly set forth in this Contract).
(3) Title Company shall issue, or commit to issue, to Purchaser, at Purchaser's sole
cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title
Company in the amount of the Purchase Price insuring that, after the completion of the
Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject
only to the Permitted Encumbrances, and the standard printed exceptions and
exclusions included in a Texas Standard Form Owner Policy of Title Insurance;
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
provided, however, there shall be no exception for rights of parties in possession and
to the extent Title Company's underwriting requirements are satisfied and to the extent
permitted by applicable rules of the Texas Department of Insurance, with respect to
which Purchaser must satisfy itself during the Title Review Period, at Purchaser's option
and expense: the printed form survey exception shall be limited to "shortages in area,"
the printed form exception for restrictive covenants shall be deleted except for those
restrictive covenants that are Permitted Encumbrances, and the standard exception for
taxes shall read: "Standby Fees and Taxes for [the year of Closing] and subsequent
years, and subsequent assessments for prior years due to change in land usage or
ownership";
(4) Seller and Purchaser shall each pay their respective attorneys' fees and one-half
(1/2) of the escrow fee.
(5) Purchaser shall be responsible for all costs of the standard form of Title
Commitment and the basic premium for the Owner Policy as well as any
expenses associated with the deletion of the survey exception or other
endorsements requested by Purchaser.
(6) Purchaser shall pay the costs of the Survey and any revisions, modifications
or recertifications thereto.
(7) All other Closing costs not specifically allocated in this Contract will be
allocated by the Title Company as is customary for similar commercial land sales in
Tarrant County, Texas.
(b) Purchaser represents and warrants that it will qualify for exemption from ad valorem
taxation for the Property, and no ad valorem taxation shall accrue after the Closing Date. Therefore,
any ad valorem taxes assessed against the Property for the year of Closing shall be for the period of
time the Property was owned by Seller, and, to the extent actual taxes or assessments for the year of
Closing are not known on the Closing Date, prorated based on estimates of the amount of taxes that
will be due and payable on the Property during the year of Closing. As soon as the amount of taxes
and assessments on the Property for the year of Closing is known, Seller shall pay any additional
amount of taxes to be paid for any taxes and assessments applicable to the Property up to and including
the Closing Date and Purchaser shall pay Seller any amount prorated at Closing in excess of the taxes
actually assessed. If the Property is taxed as a portion of a larger parcel, then Seller and Purchaser will
prorate the ad valorem taxes and assessments on the entire tax parcel for the year in which Closing occurs
based on the square footage of the Property relative to the square footage of the remainder of the tax
parcel. Seller shall not be responsible for any Rollback taxes that arise due to a change in ownership or
change in use of the Property after Closing. The provisions of this Section 8(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind and free and clear of parties in possession,
subject, however, to those parties having rights under a Permitted Encumbrance.
Section 9. Representations and Warranties.
(a) By Seller. Seller hereby represents and warrants to Purchaser, as of the Effective Date
and, subject to the limitations and conditions set forth in Section 16, as of the Closing Date, except as
otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing, that:
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
(1) Seller's Authority. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms; to Seller's knowledge, neither the
execution and delivery of this Contract nor the consummation of the sale provided for
herein will constitute a violation or breach by Seller of any provision of any agreement
or other instrument to which Seller is a party or to which Seller may be subject although
not a party, or will, to Seller's knowledge, result in or constitute a violation or breach of
any judgment, order, writ, junction or decree issued against or binding upon Seller or the
Property;
(2) No Pending Proceedings. To Seller's knowledge, there is no action, suit, proceeding or
claim affecting the Property or any portion thereof, or affecting Seller and relating to the
ownership, operation, use or occupancy of the Property, pending or being prosecuted in any
court or by or before any federal, state, county or municipal department, commission,
board, bureau, agency or other governmental entity and, to Seller's knowledge, no such
action, suit, proceeding or claim has been threatened or asserted;
(3) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended;
(4) No Insolvency Proceedings. To Seller's knowledge, no attachment, execution, assignment
for the benefit of creditors, receivership, conservatorship or voluntary or involuntary
proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has
been filed by or against Seller or the Property, nor, to Seller's knowledge, is any such action
pending by or against Seller or the Property;
(5) Contract Obligations. Except as otherwise disclosed in the Title Commitment, the Due
Diligence Material or otherwise disclosed herein, to Seller's knowledge, no lease, contract
or agreement exists relating to the Property or any portion thereof which is not terminable
at will or upon not more than 30 days' prior notice except tenant leases;
(6) No Competing Rights. To Seller's knowledge, no person, firm or entity, other than
Purchaser, will, as of the Closing, have any right to purchase, lease or otherwise acquire the
Property or any part thereof from Seller; and
(7) No Regulatory Violations. To Seller's knowledge, Seller has not received written notice
that the Property is in breach of any law, ordinance or regulation, or any order of any court
or any federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality wherever located, including, without limitation, those
relating to environmental matters and hazardous waste, and, to Seller's knowledge, no
claim, action, suit or proceeding is pending, nor, to Seller's knowledge, has Seller received
written notice of any additional inquiry or investigation, threatened against or affecting
Seller or affecting the Property, at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
entity wherever located, with respect to the Property or the Seller's present use and
operation of the Property.
(8) OFAC. Seller is not, and will not become, a person or entity with whom United States
persons or entities are restricted or prohibited 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,
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
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 and is not and will not engage in any dealings or
transactions or be otherwise associated with such persons or entities.
(b) By Purchaser. Purchaser hereby represents and warrants to Seller, as of the Effective
Date and as of the Closing Date:
(1) Purchaser is a Texas home rule municipal corporation that is duly organized, validly existing
and in good standing under the laws of the state of Texas and Purchaser is qualified to do
business in the jurisdiction in which the Property is located.
(2) This Contract has been duly authorized by requisite action and is enforceable against
Purchaser in accordance with its terms, neither the execution and delivery of this Contract
nor the consummation of the sale provided for herein will constitute a violation or breach
by Purchaser of any provision of any agreement or other instrument to which Purchaser
is a party or to which Purchaser may be subject although not a party, or will result in or
constitute a violation or breach of any judgment, order, writ, junction or decree issued
against or binding upon Purchaser.
(3) There are no actions, lawsuits, litigation, or proceedings pending or threatened in any court
or before any governmental or regulatory agency that affect Purchaser's power or authority
to enter into or perform this Contract. There are no judgments, orders, or decrees of any kind
against Purchaser unpaid or unsatisfied of record, or, to the best of Purchaser's knowledge,
threatened against Purchaser, which would have any material adverse effect on the business
or assets or the condition, financial or otherwise, of Purchaser or the ability of Purchaser to
consummate the transactions contemplated by this Contract.
(4) Except for the express representations and warranties of Seller found in Section 9(a),
Purchaser is acquiring the Property on an "AS IS, WHERE IS" basis, without any
representation or warranty of any kind or nature whatsoever, express or implied, and
Purchaser acknowledges that no such representations or warranties have been made except
as set forth in writing herein. In deciding whether to acquire the Property, Purchaser is
relying solely on Purchaser's investigation of the Property.
(5) Purchaser is not, and will not become, a person or entity with whom United States persons
or entities are restricted or prohibited 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 and is not and will not engage in any
dealings or transactions or be otherwise associated with such persons or entities.
(c) Seller and Purchaser each acknowledge that the other party has relied and will rely on the
representations and warranties of the other party in executing this Contract and in closing the purchase
and sale of the Property pursuant to this Contract, and Seller and Purchaser, during the term of this
Contract, agree to notify the other party promptly in the event that either party obtains knowledge that
any of the foregoing representations and warranties have been breached or are no longer true and correct
due to changes in facts, circumstances, or conditions occurring after the Effective Date, in which event
Purchaser may, as Purchaser's sole and exclusive remedy, either (i) terminate this Contract by giving
written notice of termination to Seller within ten (10) days after Purchaser first learns or receives Seller's
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
written notice advising Purchaser that such representation and warranty has been breached or is no longer
true and correct (but not later than the Closing Date), in which the event Purchaser's Earnest Money (less
the Preliminary Survey Costs) shall be returned to Purchaser and neither party hereto shall have any
further rights or obligations hereunder except for those which by the terms of this Contract survive
termination, or (ii) waive such matter and proceed to Closing in accordance with this Contract without
any reduction of the Purchase Price. In the event Purchaser fails to give Seller timely written notice of
termination, Purchaser shall be deemed to have waived the breach or inaccuracy of such representation
and warranty and shall have no claim against Seller arising therefrom.
(d) All of Purchaser's representations and warranties in this Contract shall survive Closing.
(e) As used herein, terms such as "to Seller's knowledge" or like phrases mean the actual
present and conscious awareness or knowledge of Paxton Motheral, Manager of Cassco Management
Company, LLC, Seller's general partner ("Seller's Representative"), without any duty of inquiry or
investigation; provided that so qualifying Seller's knowledge shall in no event give rise to any personal
liability on the part of Seller's Representative or any other partner, member, manager, officer, director, or
employee of Seller, on account of any breach of any representation or warranty made by Seller herein.
Said terms do not include constructive knowledge, imputed knowledge, or knowledge Seller or such
persons do not have but could have obtained through further investigation or inquiry. No broker, agent,
or party other than Seller is authorized to make any representation or warranty for or on behalf of Seller.
Section 10. Seller's Covenants.
(a) Updating of Information. Without limiting Section 4(b), if Seller actually discovers that
the information contained in any of the Due Diligence Material delivered to Purchaser
hereunder is inaccurate or misleading in any material respect, then Seller shall promptly
notify Purchaser of such changes and supplement such materials.
(b) Prohibited Activities. During the pendency of this Contract, Seller shall not, without the
prior written consent of Purchaser, which consent Purchaser shall have no obligation to
grant and which consent, if granted, may be conditioned in such manner as Purchaser
shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements
or other uses affecting any portions of the Property; (ii) permit any mechanic's or
materialman's lien to attach to any portion of the Property; (iii) place or permit to be
placed on, or remove or permit to be removed from, the Property any trees, buildings,
structures or other improvements of any kind; or (iv) excavate or permit the excavation of
the Property or any portion thereof.
(c) Cooperation in Permitting Activities. During the pendency of this Contract, Seller will
reasonably cooperate with Purchaser in such manner and at such times as Purchaser may
reasonably request in obtaining subdivision, zoning or rezoning, site plan development,
building permit and other approvals required for Purchaser's proposed use (collectively,
"Approvals"), including without limitation, signing such applications for such Approvals
and other instruments as may be required or authorizing Purchaser to sign such applications
or instruments as Seller's agent or both, in all events, subject to Seller's approval, which
shall not be unreasonably withheld, conditioned or delayed. Purchaser shall bear the costs
and expenses of obtaining all such Approvals, including reasonable attorneys' fees and
consultant fees that Seller may incur in connection with reviewing such applications and
instruments, which Purchaser shall pay to Seller, at Seller's option, within thirty (30) days
after Purchaser's receipt of an invoice therefor or at Closing. Notwithstanding the foregoing
or anything else to the contrary, Seller's obligation to reasonably cooperate with Purchaser
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
as described above will be without obligation to incur any expense, liability or to impair in
any manner any right or interest of Seller or any of Seller's affiliates in or with respect to the
Property (or other land or property owned by Seller or Seller's affiliates), and Purchaser's
seeking of Approvals (including, without limitation, any platting and/or change in zoning)
will not proceed to a stage prior to Closing that would be binding upon Seller or the Property,
or subject Seller or the Property to any liability, penalty or expense, in the event Closing
does not occur with respect to the Property. Purchaser shall, upon request by Seller, share
with Seller all documentation related to any Approvals reasonably requested; and upon
Seller's request, not more frequently than once a month, Purchaser shall provide to Seller,
in writing, updates in reasonable detail with respect to all Approvals, a description of steps
taken, and a timetable with respect to submissions and anticipated review and action by any
applicable governmental authority in connection with any Approvals. Notwithstanding
anything contained in this Contract to the contrary, if this Contract is terminated for any
reason, Purchaser, at Purchaser's sole cost and expense, shall withdraw all of the requests to,
and approvals obtained from, any governmental authority related to the Approvals applied
for by or on behalf of Purchaser, unless such condition is expressly waived in writing by
Seller, and the Earnest Money shall not be returned to Purchaser until Purchaser fulfills the
foregoing obligations and provides Seller commercially reasonable evidence of the same.
Purchaser's obligations under this Section 10(c) shall survive termination of this Contract.
Section 11. Agents.
(a) Seller and Purchaser each represents and warrants to the other that it has had no dealings with any
broker, agent or any other party who might be entitled to claim a commission, finder's fee, or the like
in connection with this Contract.
(b) Purchaser has been and is hereby advised that Purchaser should have the abstract covering the
Property examined by an attorney of Purchaser's selection or that Purchaser should be furnished with
a policy of title insurance. By Purchaser's execution of this Contract, Purchaser acknowledges that
Purchaser has been so advised in compliance with the Texas Real Estate License Act.
Section 12. Closing Documents. No later three (3) business days prior to the Closing Date, Seller
shall deliver to Purchaser a copy of the Deed for Purchaser's reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been
served if (i) delivered in person to the address set forth below for the party to whom the notice is given,
(ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United
States mail, return receipt requested, addressed to such party at the address specified below (notice to be
effective on the third (3rd) business day after placed in the mail), (iv) deposited into the custody of Federal
Express Corporation to be sent by Fed Ex Overnight Delivery or other reputable overnight carrier for
next day delivery, addressed to the party at the address specified below, or (v) transmitted by electronic
mail during normal business hours addressed to such party at the address specified below. Notices given
by counsel to the Purchaser shall be deemed given by Purchaser and notices given by counsel to the
Seller shall be deemed given by Seller.
(b) The address of Purchaser under this Contract is:
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
City of Fort Worth
Property Management Department 200 Texas Street
Fort Worth, Texas 76102
Attn: Ricky Salazar
Telephone: 817-3 92-8379
Email: Ricardo. Salazar@fortworthtexas.gov
With a copy to:
Matthew A. Murray
City Attorney's Office
200 Texas Street
Fort Worth, Texas 76102
Telephone 817-392-7600
Email: Matthew.Murray(&fortworthtexas.aov
(c) The address of Seller under this Contract is:
Southwest Pasture Ltd.
Attn: Crawford H. Edwards
4200 S. Hulen Street, Suite 614
Fort Worth, Texas 76109
Email: crawfordgcassco.com
With required copy to:
Southwest Pasture Ltd.
Attn: Paxton E. Motheral
4200 S. Hulen Street, Suite 614
Fort Worth, Texas 76109
Email: paxtongcassco.com
With required copy to:
McDonald Sanders, P.C.
Attn: John W. Wright
777 Main Street, Suite 2700
Fort Worth, Texas 76102
Email: jww(&mcdonaldlaw.com
(d) From time to time either party may designate another address or fax number under this
Contract by giving the other party advance written notice of the change; provided, however, that no
notice of a change of address shall be effective until actual receipt of such notice.
Section 14. Termination, Default, and Remedies.
(a) If (1) Purchaser fails or refuses to timely consummate the purchase of the Property
pursuant to this Contract at the Closing, (2) at the Closing any of Purchaser's representations or
warranties contained herein are not true or has been breached or modified, or (3) Purchaser fails to
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
perform any of Purchaser's other material obligations hereunder either prior to or at the Closing for
any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate
expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this
Contract, then Seller, as Seller's sole and exclusive remedy (except for the right to pursue all legal and
equitable remedies with respect Purchaser's breach of its obligations under Section 10(c), the indemnities
as provided in Section 5(a) and the right to receive attorneys' fees and other costs in accordance with
Section 28 hereof), shall have the right to terminate this Contract by giving written notice thereof to
Purchaser prior to or at the Closing, and receive the Earnest Money as full liquidated damages (and not
as a penalty), whereupon neither party hereto shall have any further rights or obligations hereunder
other than those that expressly survive termination. Notwithstanding anything in this Section 14 (a) to
the contrary, in the event of Purchaser's default or a termination of this Contract, Seller shall have all
remedies available at law or in equity in the event Purchaser or any party related to or affiliated with
Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller
from having clear, indefeasible title to the Property. In all other events Seller's remedies shall be limited
to those described in this Section 14(a) and Sections 5(a) and 28 hereof. In no event will Purchaser ever
be liable to Seller hereunder for any consequential, incidental, punitive, exemplary, or indirect damages.
(b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to
this Contract at Closing, or (2) Seller fails to perform any of Seller' s other material obligations
hereunder either prior to or at the Closing for any reason other than the termination of this Contract
by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure
to perform Purchaser's obligations under this Contract, and such failure to perform any of Seller's
obligations hereunder continues for ten (10) days after Seller's receipt of written notice from Purchaser
thereof, then Purchaser, as Purchaser's sole and exclusive remedy, shall have the right to:
(i) terminate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations
hereunder other than those that expressly survive termination;
(ii) waive, prior to or at the Closing, the applicable objection or condition and
proceed to close the transaction contemplated hereby in accordance with the
remaining terms hereof, without any reduction in the Purchase Price, in which
event Seller shall be released from any and all liability with respect to such
objection or condition, with Purchaser being deemed to have waived the
applicable objection or condition if Purchaser consummates the Closing; or
(iii) enforce specific performance of Seller's obligations under this Contract.
Notwithstanding anything herein to the contrary, Purchaser shall be deemed to have elected to
terminate this Contract if Purchaser fails to deliver to Seller written notice of its intent to file a claim or
assert a cause of action for specific performance against Seller on or before ten (10) business days following
the scheduled Closing Date or, having given such notice, fails to file a lawsuit asserting such claim or cause
of action in the county in which the Property is located within two (2) months following the scheduled
Closing Date. In no event will Seller ever be liable to Purchaser hereunder for any consequential, incidental,
punitive, exemplary, or indirect damages.
(c) FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY IS
PROVIDED, THE EXPRESS REMEDY WILL BE THE SOLE AND EXCLUSIVE REMEDY, THE
OBLIGOR'S LIABILITY WILL BE LIMITED AS SET FORTH IN THE PROVISION AND ALL
OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY WILL NOT APPLY. IF NO EXPRESS
REMEDY IS PROVIDED, THE BREACHING PARTY'S LIABILITY WILL BE LIMITED TO DIRECT
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
ACTUAL DAMAGES ONLY. THE DIRECT ACTUAL DAMAGES WILL BE THE SOLE AND
EXCLUSIVE REMEDY AND ALL OTHER REMEDIES AT LAW OR IN EQUITY WILL NOT APPLY.
NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION
DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR
OTHERWISE. THE PARTIES INTEND THAT THE LIMITATIONS HEREIN IMPOSED ON
REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSES
RELATED THERETO INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER THE
NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT
ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES
ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE,
OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE LIQUIDATED DAMAGES
CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.
(d) In the event Purchaser or Seller defaults hereunder with respect to any of its respective
obligations or covenants to be performed after the Closing, the non -defaulting party shall notify the
defaulting party in writing of such default, and the defaulting party shall have the opportunity to perform
such obligation or covenant and cure its default within thirty (30) days of receipt of such default notice. If
the defaulting party as to its respective obligations or covenants to be performed after Closing fails to
satisfactorily perform its obligation or covenant and cure its default, the non -defaulting parry's sole and
exclusive remedies shall be as provided the second and third sentences of the preceding subsection (c). This
section shall survive the Closing.
(e) If this Contract is terminated by Purchaser or Seller as permitted by this Contract pursuant
to any section or provision hereof granting Purchaser or Seller such power or by the mutual consent of the
parties hereto, all Earnest Money shall be promptly remitted to Purchaser and/or Seller as applicable and in
the amounts provided in this Contract without notice or liability to, or release from, Seller or Purchaser,
unless otherwise specified herein, and the parties shall thereafter have no further obligation or liabilities to
the other hereunder, except as specifically provided herein.
(f) Notwithstanding any other provision of this Contract, any agreement contemplated by this
Contract, or any rights which Purchaser might otherwise have at law, equity or by statute, whether based
on contract or some other claim, Purchaser agrees that the maximum liability of Seller to Purchaser shall
be limited to two (2) percent of the Purchase Price (the "Cap"). Any breach of a representation or warranty
that occurs prior to the Closing shall be governed by Section 9(c) hereof. Any breach of a representation or
warranty that occurs after the Closing shall be governed by Section 16 hereof. This section shall survive
the Closing and the termination of this Contract.
Section 15. Discharge of Obligations; Further Assurances. The acceptance of the Deed by
Purchaser shall be deemed to be a full performance and discharge of every representation and warranty
made by Seller herein and every agreement and obligation on the part of Seller to be performed pursuant
to the provisions of this Contract, except those which are herein expressly stated to survive Closing. In
addition to the acts and deeds recited herein and contemplated to be performed, executed and/or
delivered by either party at Closing, each party agrees to perform, execute and deliver, but without any
obligation to incur any additional liability or expense, on or after the Closing any further deliveries and
assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to
further perfect the conveyance, transfer and assignment of the Property to Purchaser.
Section 16. Survival of Seller's Representations and Warranties. All representations and
warranties by Seller in this Contract shall survive Closing for a period of six (6) months after Closing
(the "Survival Period"). Unless Purchaser first discovers the breach of any such representation or
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
warranty on a date (the "Discovery Date") after Closing and prior to the end of the Survival Period and
gives Seller written notice (the "Breach Notice") of the breach containing a description of the specific
nature of such breach and the purported amount of Purchaser's claim or claims on or before the last day
of the Survival Period, no alleged breach of any such representation or warranty may form the basis of
an action by Purchaser against Seller for breach of any such representation or warranty. Any such action
must be brought on or before the first day following the second anniversary of the Closing Date, provided
that a Breach Notice has been timely given in accordance with the immediately preceding sentence. The
liability of Seller for any breach or alleged breach of its representations and warranties in this Contract
will expire at the expiration of the Survival Period with respect to any and all matters which have not
been described in a Breach Notice. Purchaser shall not have the right to bring a cause of action for a
breach of a representation or warranty unless the damage to Purchaser on account of such breach
(individually or when combined with damages from other breaches) equals or exceeds Ten Thousand
Dollars ($10,000.00), in which case the full amount of such claims shall be actionable up to but not in
excess of the Cap. Seller shall not have any liability after Closing for the breach of a representation or
warranty hereunder of which Purchaser had knowledge as of Closing. Notwithstanding any other
provision of this Contract, any agreement contemplated by this Contract, or any rights which Purchaser
might otherwise have at law, equity or by statute, whether based on contract or some other claim,
Purchaser agrees that the maximum liability of Seller for the alleged breach of any or all representations
or warranties set forth in this Contract is limited to and shall never exceed, in the aggregate, the Cap. The
provisions of this Section 16 shall survive Closing and shall constitute the sole and exclusive remedies
of Purchaser with respect to breaches of Seller's representations and warranties by Seller discovered after
Closing.
Section 17. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser, and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set
forth in a document executed by that party.
Section 18. Assigns. This Contract inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and assigns. Neither party may assign its interest under this
Contract without the prior written consent of the other party.
Section 19. Taking Prior to Closing. If, prior to the Closing Date, any action or proceeding is filed,
under which the Property, or any portion thereof, may be taken by virtue of condemnation or the right of
eminent domain, Seller shall promptly give written notice thereof to Purchaser. In the event of the
foregoing, Purchaser or Seller shall have the right, in their respective discretion, to terminate this Contract
by written notice to the other party on or prior to the earlier of (i) ten (10) days following the date upon
which Purchaser receives Seller's written notice of such action or proceeding, or (ii) the Closing Date,
in which event neither party shall have any further rights or obligations hereunder other than those that
expressly survive termination. If Seller or Purchaser does not elect to terminate this Contract within the
aforesaid period, this Contract shall remain in full force and effect and the parties shall proceed with the
Closing of the transaction without any reduction or adjustment in the Purchase Price; provided that
Purchaser will be entitled to (i) a credit for all such proceeds received by Seller for the condemnation of
the Property prior to Closing, or (ii) an assignment at Closing of all condemnation proceeds to be paid in
connection with the taking of the Property or portion thereof. In no event will Purchaser be entitled to
condemnation proceeds paid or payable on account of any taking of other land owned by Seller or any
affiliate of Seller which does not comprise any part of the Land.
Section 20. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
Section 21. Performance of Contract. The obligations under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the termsof the Contract are to
be made in Tarrant County, Texas.
Section 22. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 23. Severability; Execution. If any provision of this Contract is held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any
other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable
provision had never been contained herein. A signature sent on this Contract by facsimile or PDF/e-
mail shall constitute an original signature for all purposes.
Section 24. Time is of the Essence. Time is of the essence of this Contract. If the Closing or the day for
performance of any act required under this Contract (including the giving of notices) falls on a Saturday,
Sunday, or legal holiday, then the Closing or the day for such performance, as the case may be, shall be
the next following day which is not a Saturday, Sunday or legal holiday.
Section 25. Counterparts. This Contract may be executed in multiple counterparts, each of which will
be deemed an original, but which together will constitute one instrument.
Section 26. Terminology. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context, any
gender includes any other gender, the singular includes the plural, and the plural includes the singular.
Section 27. Construction. The parties acknowledge that each party and its counsel have reviewed and
revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be
resolved against the drafting party is not to be employed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 28. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the
terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which such party or parties may be entitled.
Section 29. Omitted.
Section 30. Reservation of Minerals and Water Estate.
(a) All oil, gas and other minerals located in, on or under the Land (collectively, the "Minerals") were
previously severed from the surface of the Land by deed from Edwards Geren Limited dated effective
December 14, 2009, recorded as Instrument No. D209329352 in the Tarrant County, Real Property
Records (the "Mineral Deed"). The right to control the surface use of the Land with respect to the
Minerals was retained by Edwards Geren Limited and has been assigned to Seller in deed dated
December 28, 2012, recorded as Instrument No. D212318326, Tarrant County, Real Property
Records (the "Vesting Deed") a copy of which is attached hereto as Exhibit "C" and will be assigned
and transferred by Seller to Purchaser in the Deed to Purchaser at Closing; provided, however, such
assignment and transfer to Purchaser of the right to control surface use of the Land shall only be from
the surface of the Land to a depth of 199 feet below the surface of the Land and shall not include
(and Seller shall forever retain, reserve and except from such assignment and transfer for Seller and
Seller's successors and assigns) the right to restrict or prohibit any mineral owner or mineral lessee's
ability to pool or unitize or otherwise develop the mineral estate with land(s) other than the Land and
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
explore for, develop, process, drill for, produce, market, transport, mine, treat, store, or otherwise
develop or produce, oil, gas and other minerals in and under the Land or other land(s) by means of
underground, slant, directional or horizontal drilling or other activities conducted beneath the surface
of the Land that begin on the surface of lands other than the Land but enter, traverse, bottom or are
otherwise conducted at depths of 200 feet or greater below the surface of the Land.
(b) The Vesting Deed has further reserved to Edwards Geren Limited all the water estate and water
located in and under and that may be produced from the Land (the "Water Estate").
(c) Purchaser will not acquire any of the Minerals or the Water Estate in, on or under the Land, and
Seller reserves, retains and excepts from the Property all of Seller's right, title and interest in and to
the Minerals and Water Estate (subject to a waiver of surface rights as set forth in the Deed)
(collectively, the "Mineral and Water Reservations") and the Reservations shall be Permitted
Encumbrances.
Section 31. Seller's Additional Termination Rights.
(a) Notwithstanding anything contained in this Contract to the contrary, Seller shall have the following
termination rights:
(i) If Closing has not occurred on or before the one hundred eightieth (180th) day after the
Effective Date for any reason other than a default under this Contract by Seller, then Seller
shall have the right (but not the obligation) to terminate this Contract at any time upon written
notice to Purchaser.
(b) If Seller terminates this Contract pursuant to subsection (a) above, the Earnest Money (less the
Preliminary Survey Costs) will be delivered to Purchaser, and the parties will have no further rights
or obligations hereunder, except those that expressly survive the termination of this Contract.
(c) The foregoing Seller termination rights shall not affect or limit Seller's other termination rights
expressly set forth in this Contract, and shall not affect or limit Seller's ability to terminate this
Contract pursuant to any such other termination right when such other termination right and a Seller's
termination right under this Section 31 both may be applicable.
Section 32. As -Is; Arm's Length. PURCHASER ACKNOWLEDGES AND AGREES THAT
SELLER IS AFFORDING PURCHASER WITH AN OPPORTUNITY TO INSPECT THE
PROPERTY, AND THAT THE PROPERTY IS BEING SOLD AND WILL BE CONVEYED "AS
IS, WHERE IS, WITH ALL FAULTS," AND WITH ANY AND ALL LATENT AND PATENT
DEFECTS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, EXCEPT FOR THE WARRANTY OF TITLE TO BE CONTAINED IN SELLER'S
SPECIAL WARRANTY DEED TO BE DELIVERED TO PURCHASER AT CLOSING AND
EXCEPT FOR ANY WARRANTIES OR REPRESENTATIONS EXPRESSLY SET FORTH
HEREIN AS SURVIVING CLOSING. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS SET FORTH HEREIN, SELLER HAS NOT MADE, DOES NOT
MAKE AND SPECIFICALLY 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, BY OPERATION OF LAW OR OTHERWISE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (i) THE VALUE, NATURE, QUALITY OR
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY POLLUTANT,
HAZARDOUS WASTE, GAS OR SUBSTANCE OR SOLID WASTE ON OR ABOUT THE
PROPERTY, (ii) THE INCOME TO BE DERIVED FROM THE PROPERTY, (iii) THE
SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH
PURCHASER MAY INTEND TO CONDUCT THEREON, (iv) THE COMPLIANCE OF OR BY
THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR
REGULATIONS OF ANY GOVERNMENTAL AUTHORITY OR BODY HAVING
JURISDICTION, INCLUDING, WITHOUT LIMITATION, THOSE PERTAINING TO
HAZARDOUS CHEMICALS, HAZARDOUS WASTES, HAZARDOUS HYDROCARBONS,
SIMILARLY HARMFUL ORGANIC OR MINERAL SUBSTANCES, HAZARDOUS
RADIATION SOURCES, OTHER SIMILARLY HARMFUL SUBSTANCES, AND TO SOLID
WASTE AS DEFINED BY 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 SUBSTANCES AS DEFINED BY THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATIONS AND LIABILITY
ACT OF 1980, AS AMENDED, AND THE REGULATIONS PROMULGATED THEREUNDER
(v) THE HABITABILITY, MERCHANTABILITY, SUITABILITY, OR FITNESS FOR ANY
PARTICULAR PURPOSE OF THE PROPERTY, (vi) ANY GOVERNMENTAL
REQUIREMENTS FOR THE DEVELOPMENT OF THE PROPERTY, (vii) THE ZONING OF
THE PROPERTY, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (viii) TITLE TO
THE PROPERTY, ANY IMPROVEMENTS THEREON, OR ANY INTEREST THEREIN, (ix)
THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION
THEREOF INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND
ELECTRIC, (x) USAGES OF ADJOINING PROPERTY, AND (xi) ANY OTHER MATTER OR
THING IN ANY WAY RELATED TO OR CONCERNING THE PROPERTY, EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, AND PURCHASER SHALL NOT SEEK
RECOURSE AGAINST SELLER ON ACCOUNT OF ANY LOSS, COST OR EXPENSE
SUFFERED OR INCURRED BY PURCHASER WITH REGARD TO ANY OF THE MATTERS
DESCRIBED IN CLAUSES (i) THROUGH (xi) ABOVE. PURCHASER AGREES TO RELY
UPON ITS OWN INVESTIGATIONS, TESTS AND EVALUATIONS IN DETERMINING
WHETHER TO PROCEED WITH THE PURCHASE OF THE PROPERTY. SELLER AND
PURCHASER ACKNOWLEDGE THAT THE BASIS UPON WHICH THIS PROPERTY IS
BEING SOLD IS A MATERIAL FACTOR IN REACHING AN AGREEMENT ON THE
PURCHASE PRICE. THE TERMS AND CONDITIONS OF THIS SECTION SHALL
EXPRESSLY SURVIVE THE CLOSING IN PERPETUITY, SHALL NOT MERGE WITH THE
PROVISIONS OF ANY CLOSING DOCUMENT AND SHALL BE INCORPORATED INTO
THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER AT THE CLOSING.
Section 33. No Partnership. Nothing contained in this Contract shall be construed to create a
partnership or joint venture between the parties or their successors in interest.
Section 34. No Third Party Beneficiaries. Other than with respect to Indemnified Parties under
Section 5(g), the provisions of this Contract and of the documents to be executed and delivered at Closing
are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party,
and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the
documents to be executed and delivered at Closing.
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
Section 35. Reporting Person. Seller and Purchaser hereby designate the Title Company as the
"Reporting Person" with respect to the transaction contemplated under this Agreement for purposes of
complying with the regulations set forth in 26 C.F.R. Section 1.6045-4(e)(5).
Section 36. Section 1031 Exchange. Either party may sell or purchase, as applicable, the Property
pursuant to the terms of this Contract as part of a tax -deferred exchange under § 1031 of the Internal
Revenue Code, so long as (i) the Closing is not delayed, (ii) neither party is required to take title to any
exchange property, and (iii) the non -exchanging party is not required to incur any costs or liabilities on
account of such exchange. Subject to the foregoing, the non -exchanging party agrees to execute all
documents that are reasonable and customary for such exchanges and requested by the exchanging party.
Section 37. No Recordation. Without the prior written consent of Seller, there shall be no recordation
of either this Contract or any memorandum hereof, or any affidavit pertaining hereto, and any such
recordation of this Contract or memorandum or affidavit by Purchaser without the prior written consent
of Seller shall constitute a default hereunder by Purchaser.
Section 38. DTPA Waiver. TO THE EXTENT PERMITTED BY LAW, PURCHASER HEREBY
WAIVES ANY CLAIMS AND CAUSES OF ACTION ARISING PURSUANT TO THE PROVISIONS
OF THE TEXAS DECEPTIVE TRADE PRACTICES AND CONSUMER PROTECTION ACT,
CHAPTER 17, SUBCHAPTER E, SECTIONS 17.41 THROUGH 17.63, INCLUSIVE, TEXAS
BUSINESS AND COMMERCE CODE. PURCHASER HEREBY ACKNOWLEDGES THAT: (I)
PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION IN
RELATION TO SELLER, (II) PURCHASER IS REPRESENTED BY LEGAL COUNSEL IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, AND
(1II) PURCHASER IS PURCHASING THE PROPERTY FOR BUSINESS, COMMERCIAL,
INVESTMENT OR OTHER SIMILAR PURPOSES AND NOT FOR USE AS PURCHASER'S
RESIDENCE.
Section 39. Limitations on Liability. Notwithstanding anything to the contrary, in no event shall
any officer, director, shareholder, partner, member, manager, employee, agent or affiliate of Seller have
any personal liability, directly or indirectly, under or in connection with this Contract or any agreement
made or entered into under or pursuant to the provisions of this Contract or any amendment or
amendments to any of the foregoing made at any time or times, heretofore and hereafter, nor shall any
of them be named personally in any suit, action or proceeding, and Purchaser and its successors and
assigns and, without limitation all other persons and entities, shall look solely to Seller's assets for the
payment of any claim or for any performance and Purchaser, on behalf of itself and its successors and
assigns, hereby waives any and all such personal liability. The provisions of this section shall survive the
Closing and the termination of this Contract.
Section 40. Statutory Notices.
(a) Notice Regarding Unimproved Property Located in a Certificated Service Area. Seller and
Purchaser understand and agree that § 13.257 of the Texas Water Code and the notices contemplated
thereunder are inapplicable to the sale contemplated by this Contract because the Property is located
within the corporate limits of a municipality that is served by a municipally owned utility, and
Purchaser agrees to confirm the same during the Option Period. Purchaser hereby waives any rights
or remedies afforded to Purchaser against Seller pursuant to Chapter 13 of the Texas Water Code, to
the fullest extent permitted by applicable law.
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
(b) Special Assessment Districts. Seller hereby notifies Purchaser that the Property may be located
within the Tarrant Regional Water District (the "District"), which has taxing authority separate from
any other taxing authority. As of the Effective Date of this Contract, according to the District's
website, the rate of taxes levied by the District on real property located in the District is $0.0269 on
each $100 of assessed valuation. The District's website states that, as of January 23, 2023, the total
amount of bonds, excluding refunding bonds and any bonds or any portion of bonds issued that are
payable solely from revenues received or expected to be received under a contract with a
governmental entity, approved by the voters and which have been or may, at this date, be issued is
$250,000,000, and the aggregate initial principal amounts of all bonds issued for one or more of the
specified facilities of District and payable in whole or in part from property taxes is $0.00, and that
the District has not adopted or imposed a standby fee on property in its jurisdiction. According to the
District's website, a Notice to Purchaser is not required for real estate transactions within the District's
boundaries. Purchaser hereby waives any right to terminate this Contract and any other rights or
remedies afforded Purchaser against Seller pursuant to Chapter 49 of the Texas Water Code, to the
fullest extent permitted by applicable law.
(c) Property Owners' Association. Seller and Purchaser do not believe that the Property is subject to
membership in a property owners association. If the Property is subject to mandatory membership in
a property owners association(s), Seller notifies Purchaser under §5.012, Texas Property Code, that,
as a purchaser of property in the residential community identified in Section I (Property) in which
the Property is located, you are obligated to be a member of the property owners association(s).
Restrictive covenants governing the use and occupancy of the Property and all dedicatory instruments
governing the establishment, maintenance, and operation of this residential community have been or
will be recorded in the Real Property Records of the county in which the Property is located. Copies
of the restrictive covenants and dedicatory instruments may be obtained from the county clerk. You
are obligated to pay assessments to the property owners association(s). The amount of the
assessments is subject to change. Your failure to pay the assessments could result in enforcement of
the association's lien on and the foreclosure of the Property.
(d) Notice Regarding Possible Annexation. If the Property that is the subject of this Contract is located
outside the limits of a municipality, the Property may now or later be included in the extraterritorial
jurisdiction of the municipality and may now or later be subject to annexation by the municipality.
Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To
determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to
be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in
the general proximity of the Property for further information.
(e) Notice Regarding Coastal Area Property. If the Property adjoins or shares a common boundary
with the tidally influenced submerged lands of the state, then Seller shall give to Purchaser a written
notice regarding coastal area property, in compliance with §33.135 of the Texas Natural Resources
Code, and Purchaser agrees to acknowledge receipt of the notice in writing.
(f) Gulf Intracoastal Waterway Notice. If the Property is located seaward of the Gulf Intracoastal
Waterway, then Seller shall give to Purchaser a written notice regarding the seaward location of the
Property, in compliance with §61.025 of the Texas Natural Resources Code, and Purchaser agrees to
acknowledge receipt of the notice in writing.
(g) Notice for Property Located in an Agricultural Development District. If the Property is located
in an agricultural development district, then in accordance with §60.063 of the Texas Agricultural
Code: (1) Seller shall give to Purchaser a written notice that the Property is located in such a district;
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
(2) Purchaser agrees to acknowledge receipt of the notice in writing; and (3) at the Closing, a separate
copy of the notice with current information about the district will be executed by Seller and Purchaser
and recorded in the deed records of the county in which the Property is located.
(h) 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 for the transfer or the change in the use of the land. The taxable value of
the land 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.
(i) Transfer Fees Notice. If the Property is subject to a private transfer fee obligation, §5.205, Property
Code requires Seller to notify Purchaser as follows: The private transfer fee obligation may be
governed by Chapter 5, Subchapter G of the Texas Property Code.
This Contract is EXECUTED as of the Effective Date.
SELLER:
SOUTHWEST PASTURE, LTD.,
a Texas limited partnership
By: Cassco Management Company, LLC,
a Texas limited liability company,
its General Partner
By: _
Name
Title:
By:
: Crawford H. Edwards
Manager
Name: Paxton Motheral
Title: Manager
Date:
PURCHASER:
CITY OF FORT WORTH, TEXAS
Dam &WG kGf
BV:Dana Burghdoff(Ma 1, 2202233 932 CDT)
By
Dana Burghdoff, Assistant City Manager
Date: May 1, 2023
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
114
aa� � FAR o�*o
�o
Pvoo
o =d
ATTEST: ddQ
as
a� 00,00000
A .,�'s uuaaaoo
Jannette S. Goodall
City Secretary
M&C: M&C 23-0031
Date: January 10, 2023
1295 Form No.: 2022-966494
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract of Sale and Purchase — 4915 South Drive W. Page- 11 - of 19
APPROVED AS TO LEGALITY AND FORM:
Matthew A. Murray
Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Dickson Robin, Senior Land Agent
Property Management Department — Real Estate Division
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY: Alamo Title
1.2
Name:
Title:
Date:
Contract of Sale and Purchase — 4915 South Drive W. Page - 11 - of 19
Exhibit A
Depiction of the Land
(Preliminary Survey)
9{9, jai° Ei� G:H6 ��i N i %�tt gHH'a7¢7$c s
s 9 S(
d ;0.1 If i 3 4 !d X
. "
a`g1 of Si�➢ ;1 -r 15 Q Fr-
c Sppt 3a bbL- a5
aH a e-a ar > i. �� E
ii t° t b 9L iIN
/l
i4 i 1�r8
I;
------------
d i I •;;.
s '
c I
jY
►t
g36,
-iI !'R
54
is
°
;i -:{• Sig � � t Es ¢g p �,i ° 9s
5rw
lilll P E LOTO N 'I
"tN.t,{ t." ' '
{.x• rota i�0.{
"
1.900 Acrce of Iand
f..w."�n «. .. o....r {v..t. r«.Nw�m.
by N ter ex.. t.r.n tu«{ w.
oreror
T"
Contract of Sale and Purchase — 4915 South Drive W. Exhibit A I Page - 2 -
I:\10639\0001 \161731806.DOCX
Exhibit B
Form of Special Warranty Deed
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
COUNTY OF TARRANT §
KNOW ALL MEN BY THESE PRESENTS:
THAT the undersigned, SOUTHWEST PASTURE LTD., a Texas limited partnership (hereinafter
called "Grantor", whether one or more), for and in consideration of the sum of TEN DOLLARS
($10.00) cash, and other good and valuable consideration in hand paid to Grantor by THE CITY
OF FORT WORTH, TEXAS, a MUNICIPAL CORPORATION, (hereinafter called "Grantee"),
whose address is: 200 Texas Street, Fort Worth, Tarrant County, Texas 76102, the receipt and
sufficiency of which consideration is hereby acknowledged, subject to the Permitted Reservations,
Restrictions and Encumbrances (defined below), has GRANTED, BARGAINED, SOLD and
CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and CONVEY unto
Grantee the SURFACE ESTATE ONLY of all that certain tract of land situated in the R. Burnett
Survey, Abstract 1922, in the City of Fort Worth, Tarrant County, Texas, containing approximately
1.900 acres, being more particularly described by metes and bounds in Exhibit "A" attached
hereto and incorporated herein by reference (the "Land"), together with all Grantor's right, title
and interest, if any, in and to all rights and appurtenances pertaining exclusively to the Land and
not to any adjacent land owned by Grantor, Edwards Geren Limited or any of their affiliates,
including, subject to the foregoing limitation, all right, title and interest of Grantor, if any, in and to
(i) any strips and gores adjoining the Land, (ii) all roads, alleys, rights -of -way, easements, streets
and ways adjacent to or serving the Land (iii) any land lying in the bed of any street, road or
access way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline
of such street, road or access way, and (iv) all licenses, interests, and rights appurtenant to the
Land, SAVEAND EXCEPTthe Mineral and Water Reservations (defined below) (collectively, the
"Property").
Notwithstanding anything to the contrary contained herein, Grantor forever and perpetually retains
and reserves and excepts from the Property for Grantor and Grantor's successors and assigns
the following (collectively, the "Mineral and Water Reservations"):
(a) all oil, gas and other minerals and other rights and interests pertaining thereto
previously conveyed by Edwards Geren Limited by Mineral Deed dated December 14, 2009,
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B I Page - 2 -
I:\ 10639\0001 \161731806. DOCX
recorded as Instrument No. D209329352 in the Tarrant County Real Property Records, provided
that Grantor hereby transfers and assigns to Grantee the right to control surface use of the Land
(and the Land only), as provided for in said Mineral Deed, but only from the surface of the Land
to a depth of 199 feet below the surface of the Land; and provided, however, such assignment
and transfer to Grantee of the right to control surface use of the Land shall not include (and
Grantor hereby forever retains, reserves and excepts from such assignment and transfer for
Grantor and Grantor's successors and assigns) the right to restrict or prohibit any mineral owner
or mineral lessee's ability to pool or unitize or otherwise develop the mineral estate with land(s)
other than the Land and explore for, develop, process, drill for, produce, market, transport, mine,
treat, store, or otherwise develop or produce, oil, gas and other minerals in and under the Land
or other land(s) by means of underground, slant, directional or horizontal drilling or other activities
conducted beneath the surface of the Land that begin on the surface of lands other than the Land
but enter, traverse, bottom or are otherwise conducted at depths of 200 feet or greater below the
surface of the Land;
(b) the water estate and all water in and under and that may be produced from the
Land and all rights and interest pertaining thereto, as reserved by Edwards Geren Limited in
Special Warranty Deed with Water Reservation, dated December 28, 2012, recorded as
Instrument No. D212318326 in the Tarrant County Real Property Records; and
(c) all Grantor's right, title and interest in and to (i) all oil, gas and other minerals in,
on, under and that may be produced from the Land or any portion thereof, as well as all rights,
rentals, royalties and other benefits accruing or to accrue under any existing or future oil and gas
lease covering the Land or any portion thereof, and (ii) the water estate of the Land and all water
located in and under and that may be produced from the Land; provided, however, that Grantor
hereby waives the right of ingress and egress to and from the surface of the Land relating to the
portion of the mineral estate and water estate owned by Grantor; save and except that such waiver
of surface rights shall not in any way restrict or prohibit Grantor's ability nor Grantor's successors
and assigns ability to pool or unitize or otherwise develop the mineral estate and water estate
owned by Grantor with land(s) other than the Land and explore for, develop, process, drill for,
produce, market, transport, mine, treat, store, or otherwise develop or produce, oil, gas and other
minerals and water in and under the Land or other land(s) by way of underground, slant,
directional or horizontal drilling or other activities conducted beneath the surface of the Land that
begin on the surface of lands other than the Land but enter, traverse, bottom or are otherwise
conducted at depths of 200 feet or greater below the surface of the Land.
This Special Warranty Deed and the conveyance and warranty of title set forth herein is made by
Grantor and accepted by Grantee subject to the following (collectively the "Permitted
Reservations, Restrictions and Encumbrances"): (i) the matters herein stated; (ii) the Mineral
and Water Reservations; (iii) those matters set forth in Exhibit "B" attached hereto and
incorporated herein by reference, but only to the extent they are valid, subsisting and affect the
Property; (iii) the Reservations, Restrictions and Covenants Running With the Land set forth in
Exhibit "C" attached hereto and incorporated herein by reference; and (iv) standby fees, taxes
and assessments by any taxing authority for the year 2023 and subsequent years; and
subsequent taxes and assessments by any taxing authority for prior years due to change in land
usage, ownership, or both, which Grantee hereby agrees to pay, ad valorem taxes having been
prorated between Grantor and Grantee pursuant to the terms of the Contract of Sale (defined
below).
GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR HAS AFFORDED GRANTEE
WITH AN OPPORTUNITY TO INSPECT THE PROPERTY, AND THE PROPERTY IS
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B IPage - 11 -
CONVEYED TO AND ACCEPTED BY GRANTEE "AS IS, WHERE IS, WITH ALL FAULTS,"
AND WITH ANY AND ALL LATENT AND PATENT DEFECTS, AND WITHOUT ANY
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, EXCEPT FOR THE
SPECIAL WARRANTY OF TITLE CONTAINED HEREIN AND THE SPECIFIC WARRANTIES
AND REPRESENTATIONS EXPRESSLY SET FORTH IN THAT CERTAIN CONTRACT OF
SALE AND PURCHASE DATED EFFECTIVE , 2023, BY AND BETWEEN
GRANTOR, AS SELLER, AND GRANTEE, AS BUYER (THE "CONTRACT OF SALE").
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GRANTOR HAS NOT MADE,
DOES NOT MAKE AND SPECIFICALLY 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, BY OPERATION OF LAW OR OTHERWISE, OF, AS TO,
CONCERNING OR WITH RESPECT TO (i) THE VALUE, NATURE, QUALITY OR CONDITION
OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND
GEOLOGY, OR THE PRESENCE OR ABSENCE OF ANY POLLUTANT, HAZARDOUS
WASTE, GAS OR SUBSTANCE OR SOLID WASTE ON OR ABOUT THE PROPERTY, (ii) THE
INCOME TO BE DERIVED FROM THE PROPERTY, (iii) THE SUITABILITY OF THE
PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY INTEND
TO CONDUCT THEREON, (iv) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY
GOVERNMENTAL AUTHORITY OR BODY HAVING JURISDICTION, INCLUDING, WITHOUT
LIMITATION, THOSE PERTAINING TO HAZARDOUS CHEMICALS, HAZARDOUS WASTES,
HAZARDOUS HYDROCARBONS, SIMILARLY HARMFUL ORGANIC OR MINERAL
SUBSTANCES, HAZARDOUS RADIATION SOURCES, OTHER SIMILARLY HARMFUL
SUBSTANCES, AND TO SOLID WASTE AS DEFINED BY 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 SUBSTANCES AS DEFINED
BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATIONS AND
LIABILITY ACT OF 1980, AS AMENDED, AND THE REGULATIONS PROMULGATED
THEREUNDER, (v) THE HABITABILITY, MERCHANTABILITY, SUITABILITY, OR FITNESS
FOR ANY PARTICULAR PURPOSE OF THE PROPERTY, (vi) ANY GOVERNMENTAL
REQUIREMENTS FOR THE DEVELOPMENT OF THE PROPERTY, (vii) THE ZONING OF THE
PROPERTY, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (viii) TITLE TO THE
PROPERTY, ANY IMPROVEMENTS THEREON, OR ANY INTEREST THEREIN, (ix) THE
AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF
INCLUDING, WITHOUT LIMITATION, WATER, SEWAGE, GAS AND ELECTRIC, (x) USAGES
OF ADJOINING PROPERTY, AND (xi) ANY OTHER MATTER OR THING IN ANY WAY
RELATED TO OR CONCERNING THE PROPERTY, AND GRANTEE SHALL NOT SEEK
RECOURSE AGAINST GRANTOR OR EDWARDS GEREN LIMITED ON ACCOUNT OF ANY
LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY GRANTEE WITH REGARD TO
ANY OF THE MATTERS DESCRIBED IN CLAUSES (i) THROUGH (xi) ABOVE. GRANTEE
RELIED UPON ITS OWN INVESTIGATIONS, TESTS AND EVALUATIONS IN DETERMINING
WHETHER TO PROCEED WITH THE PURCHASE OF THE PROPERTY. GRANTOR AND
GRANTEE ACKNOWLEDGE THAT THE BASIS UPON WHICH THIS PROPERTY WAS SOLD
WAS A MATERIAL FACTOR IN REACHING AN AGREEMENT ON THE PURCHASE PRICE.
TO HAVE AND TO HOLD the Property, except as and subject to the Permitted Reservations,
Restrictions and Encumbrances, unto the said Grantee, its successors and assigns, forever; and
Grantor does hereby bind itself and its successors and assigns, to WARRANT AND FOREVER
DEFEND all and singular the title to the Property unto the said Grantee, its successors and
assigns, against every person whomsoever lawfully claiming or to claim the same or any part
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B IPage - 11 -
thereof by, through, or under Grantor, but not otherwise, except as and subject to the Permitted
Reservations, Restrictions and Encumbrances.
This deed shall bind and inure to the benefit of the successors and assigns of Grantor and
Grantee, and may be executed in multiple counterparts, each of which will be deemed an original,
but which together will constitute one instrument. When the context requires, singular nouns and
pronouns include the plural.
[signature pages follow]
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B IPage - 11 -
EXECUTED on the dates shown in the acknowledgements below to be effective as of
.2023.
GRANTOR:
SOUTHWEST PASTURE, LTD.,
a Texas limited partnership
By: Cassco Management Company, LLC,
a Texas limited liability company,
its General Partner
By: _
Name:
Title:
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, the undersigned authority, a Notary Public
in and for the State of Texas, on this day by , as
Cassco Management Company, LLC, a Texas limited liability company, the general
partner of Southwest Pasture, Ltd., a Texas limited partnership, on behalf of said company on
behalf of said limited partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2023.
Notary Public
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B IPage - 11 -
ACCEPTED AND AGREED TO:
CITY OF FORT WORTH
M
Dana Burghdoff,
Assistant City Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Matthew A. Murray
Assistant City Attorney
M&C:
Date:
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Dana Burghdoff,
Assistant City Manager for the City of Fort Worth, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that she executed the
same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of
Tarrant County, Texas, for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day
of 2023.
Notary Public
AFTER RECORDING RETURN TO:
CITY OF FORT WORTH, A MUNICIPAL CORPORATION
c/o PROPERTY MANAGEMENT DEPARTMENT
200 TEXAS STREET
FORT WORTH, TEXAS 76102
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B I Page - 2 -
I:\ 10639\0001 \161731806. DOCX
EXHIBIT "A"
LEGAL DESCRIPTION
[To be completed pursuant to Section 3(b) of the Contract]
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B I Page - 2 -
I M 0639\0001 \161731806. DOCX
EXHIBIT "B"
PERMITTED ENCUMBRANCES
1. Local, state and federal laws, ordinances or governmental regulations, including, but not
limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect
relating to the Property.
[To be completed]
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B I Page - 2 -
I M 0639\0001 \161731806. DOCX
EXHIBIT "C"
RESERVATIONS, RESTRICTIONS AND COVENANTS RUNNING WITH THE LAND
Subject to Section 4, below, with respect to any development or construction of
improvements on the Property, Cassco Management Company, LLC ("Cassco"), its
successors and assigns, shall have the right, and Grantor hereby reserves, grants and
assigns to Cassco the right, to approve (i) all plans and specifications for the development
of all or any portion of the Property, (ii) all plans and specifications for the construction of
any and all improvements on the Property, and (iii) all plats and dedications covering the
Property, or any portion thereof. Cassco's right to approve plans and specifications shall
include site work, layout, design, materials, colors, signage and landscaping (but shall
specifically exclude building interiors). Subject to Section 4, below, in no event shall any
development or construction of improvements be commenced without the plans and
specifications having been previously approved by Cassco, its successors and assigns,
in writing. However, after the initial approval of building plans and specifications by
Cassco, minor changes which do not change the building architecture, materials, exterior
colors or the signage (collectively, "Minor Changes") shall not require the prior approval
of Cassco. Any plans and specifications or plats and dedications and all changes which
are not Minor Changes not actually approved or rejected by Cassco in writing within fifteen
(15) business days after actual submission to it, shall be deemed to be approved. All
plans and specifications and plats and dedications shall be delivered to Cassco at 4200
South Hulen, Suite 614, Fort Worth, Texas 76109, or to such other address as may be
specified by Cassco, its successors or assigns, in an instrument recorded in the Tarrant
County Real Estate Records. Plans and specifications and plats and dedications shall be
deemed to be "submitted" at such time as they are delivered to Cassco, whether such
delivery is accomplished via the mails or by personal delivery. Once Cassco has approved
plans and specifications for any building constructed on the Property, such building may
be repaired or reconstructed without obtaining Cassco 's prior approval, so long as the
repair or reconstruction is completed in accordance with the plans and specifications
previously approved by Cassco.
2. Subject to Section 4, below, exterior lighting shall adhere to the following United States
Green Building Council (USGBC) Standard: LZ2: Low (primarily residential zones,
neighborhood business districts, light industrial areas with limited nighttime use and
residential mixed -use areas). Design exterior lighting so that all site and building -mounted
luminaires produce a maximum initial illuminance value no greater than 0.10 horizontal
and vertical footcandles (1.0 horizontal and vertical lux) at the LEED project boundary and
no greater than 0.01 horizontal footcandles (0.1 horizontal lux) 10 feet (3 meters) beyond
the LEED project boundary. Document that no more than 2% of the total initial designed
fixture lumens (sum total of all fixtures on site) are emitted at an angle of 90 degrees or
higher from nadir (straight down).
3. Subject to Section 4, below, in no event shall the Property, or any portion thereof, be used
for any of the following uses:
(a) Any retail sales activity;
(b) Any food service business;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B I Page - 2 -
I M 0639\0001 \161731806. DOCX
(c) The operation of a grocery store including, but not limited to, "Trader Joe's" or
"Central Market";
(d) Any use which emits an obnoxious odor, noise, or sound which can be heard or
smelled outside of any building on the Property (normal and customary odors, sounds,
and noise from restaurants, including outdoor music which cannot be heard beyond the
Property, and paging systems shall not be deemed to be obnoxious odor and/or noise);
(e) Any new or used automobile sales facility or automobile service facility (excluding
any ancillary automobile servicing performed by parties whose primary use of the Property
is not for automobile sales or servicing);
(f) Any "second hand" store, "surplus" store, auction house, flea market;
(g) Any mobile home park, trailer court, labor camp, junkyard, or livestock yard (except
that this provision shall not prohibit the temporary use of construction trailers during
periods of construction, reconstruction, or maintenance);
(h) Any dumping, disposing, incineration, or reduction of garbage (exclusive of
screened garbage compactors or trailers located near the rear of any building);
0) Any fire sale or bankruptcy sale;
0) Any veterinary hospital, animal raising facilities, or any operation which houses or
boards animals outside of a building;
(k) Any mortuary or funeral home;
(1) Any adult bookstore, pool hall, bingo parlor, dance hall, massage parlor, bowling
alley, tattoo parlor, outdoor arcade, theater, skating rink, video arcade, miniature golf
course or similar commercial activity;
(m) Any bar, lounge, tavern, night club or other business which sells alcoholic
beverages for on -premise consumption, unless in connection with and as part of a full -
service restaurant, provided that the Property may not be used for the operation of a
"Hooters", "Twin Peaks" or "Bikinis", as such restaurants are currently operated, or a
restaurant having a substantially similar theme;
(n) Any abortion clinic or similar facility;
(o) Any sexually oriented business, as defined in the Zoning Regulations of the
governing municipality, or the operation of any commercial venture whose primary
business at the Property (35% or more of revenues) is the sale of sexual paraphernalia,
such as a "Velvet Box" as such business is currently operated;
(p) Any carrying -on of any nuisance or any immoral or offensive activity, based upon
a reasonable determination by Cassco;
(q) Any retail gasoline or fuel sales, retail vehicle service station, retail garage for the
repair of vehicles, retail vehicle paint and body shop or retail car wash;
Contract of Sale and Purchase —4915 South Drive W. Exhibit B IPage - 11 -
(r) Any convenience store;
(s) Any bank, savings and loan association, federal savings bank, credit union or
similar financial institution or for the conducting of banking operations (including, without
limitation, automatic teller machines or other unmanned banking operations);
(t) Any billboard (as such term is commonly used in the outdoor advertising industry)
or other off -premise signage;
(u) Any pawnshop;
(v) Any vehicle paint and body shop; or
(w) Any public or private nuisance.
4. Notwithstanding the foregoing, the above reservations, restrictions and covenants shall
not apply to Grantee only with respect to the development or construction of improvements
on the Property by Grantee or the use of the Property by Grantee for the primary use as
a fire station and other public purposes reasonably related thereto (collectively, the
"Preapproved Use") but shall, however, apply to and be binding upon Grantee and its
successors and assigns with respect to development or construction of improvements on
the Property or use of the Property for uses other than the Preapproved Use.
The above reservations, restrictions and covenants shall run with the Land and are
intended for the benefit of Cassco and its successors and assigns, and no other persons or
entities (including, but not limited to, those owning property which may be adjacent or near the
Property) shall ever be entitled to enforce the same or acquire any rights appurtenant thereto.
Any assignment by Cassco of its rights granted herein, must be specific and in writing. In the
event Cassco should dissolve, liquidate or otherwise cease to exist as a legal entity, then, unless
the rights granted to Cassco herein have been assigned in writing to a successor, the rights shall
automatically terminate three (3) months after the date of such dissolution, liquidate or cessation
of existence. In the event Cassco should dissolve, liquidate or cease to exist as a legal entity,
Cassco may assign the rights granted herein to a corporation, partnership, trust or similar entity,
such assignment to be made within such three (3) month period specified above. No assignment
of any approval rights shall be effective as against the owner(s) of the Property unless executed
by Cassco and recorded in the Tarrant County Real Estate Records.
Contract of Sale and Purchase — 4915 South Drive W. Exhibit B IPage - 11 -
\\
Exhibit "C"
Vesting Deed
Page 1 of 18
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE
ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN
INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED WITH WATER RESERVATION
EFFECTIVE DATE: December 28, 2012
GRANTOR: Edwards Geren Limited, a Texas limited partnership
GRANTOR'S MAILING ADDRESS(including coun
4200 South Hulen Street, Suite 614
Fart Worth, Tarrant County, Texas 76109
GRANTEE: Southwest Pasture Ltd., a Texas limited partnership
GRANTEE'S MAILING ADDRESS (including county):
4200 South Hulen Street, Suite 614
Fort Worth, Tarrant County, Texas 76109
CONSIDERATION: Ten and No/100 Dollars ($10A0) and other good and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged.
PROPERTY (including any improvements):
Approximately 255.22 acres, comprising four tracts out of the
George Shileds Survey, Abstract Number 1436, the J.H.
Shultz Survey, Abstract Number 1941, the Jerry Burnnett
Survey, Abstract Number 1923, the Ruben Burnnett Survey,
Abstract Number 1922, the J. Wilcox Survey, Abstract
Number 1742 and the I. & G.N. R.R. Company Survey,
Abstract Number 832, Fort Worth, Tarrant County, Texas as
described on Exhibit "A" attached hereto and incorporated
herein by reference.
RESERVATION FROM CONVEYANCE:
Grantor hereby retains and reserves all the water estate and
water located in and under and that may be produced from
the Property.
SPECIAL WARRAN n DEED WnH WATER RESERVATION- Page 1
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C I Page - 2 -
I:\10639\0001 \161731806. DOCX
Page 2 of 18
EXCEPTIONS TO CONVEYANCE AND WARRANTY:
This conveyance is made and accepted subject to the
following:
(a) all valid and subsisting easements, restrictions, mineral
leases, right of way, conditions, exceptions,
reservations and covenants of whatsoever nature of
record, if any, and also to the zoning laws and other
restrictions, regulations, ordinances and statutes of
municipal or governmental authorities applicable to
and enforceable against the above -described
premises; and
(b) Prior conveyance by Grantor of all oil, gas and other
minerals and rights, rentals and royalties under an
existing oil and gas lease, by Mineral Deed dated
December 14, 2009, recorded as Instrument
#D209329352 in the Real Property Records of Tarrant
County, Texas; provided that Grantor hereby transfers
and assigns to Grantee the right to control the surface
use of the Property, as provided in said Mineral Deed.
Grantor, for the Consideration and subject to the Reservation from Conveyance and the
Exceptions to Conveyance and Warranty, GRANTS, SELLS AND CONVEYS to Grantee
the Property, together with all and singular the rights and appurtenances thereto in any
wise belonging, to have and hold it to Grantee, Grantee's heirs, executors, administrators,
successors or assigns forever. Grantor hereby binds Grantor and Grantor's heirs,
executors, administrators and successors to WARRANT AND FOREVER DEFEND all
and singular the Property to Grantee and Grantee's heirs, executors, administrators,
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, except as
to the Reservation from Conveyance and Exceptions to Conveyance and Warranty.
[the remainder of this page intentionally left blank]
SPECIAL WARRANTY DEED WITrI WATER RESERVATION- Page 2
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 3 of 18
EXECUTED to be effective as of the Effective Date.
GRANTOR:
EDWARDS GEREN LIMITED, a Texas limited
partnership
By:
Pa on . Mo a , Group A
General Partner Representative
h
By:
rawford Id. Edwards, Group B
General Partner Representative
SPECIAL WARRANTY DEED WITH WATER RESERVATION- Page 3
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
STATE OF TEXAS
COUNTY OF TARRANT
Page 4 of 18
ACKNOWLEDGEMENTS
9
This instrument was acknowledged before me on December 28, 2012, by Paxton
E. Motheral, Group A General Partner Representative, on behalf of Edwards Geren
Limited, a Texas limited partnership.
3uiie L Herrington
fr Notary Public
state of Texas
7�OF P wiy Comm. Expires B-1-2016
STATE OF TEXAS §
COUNTY OF TARRANT §
N taffy Public, State of Texass .
This instrument was acknowledged before me on December 2012, by
Crawford H. Edwards, Group B General Partner Representative, on behalf of Edwards
Geren Limited, a Texas limited partnership.
W
ulie L HerringtonNotary Publiic %�. � ` -� '; AbV
st0lsofTexas Notary Public, State of TexasComm. Expires B•1-2016
AFTER RECORDING RETURN TO:
Southwest Pasture Ltd.
4200 South Hulen Street, Suite 614
Fort Worth, Texas 76109
SPECIAL WARRANTY DEED WITH WATER MER'V'ATIOAF- Page 4
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 5 of 18
METES AND BOUNDS DESCRIPTION
TRACT
BEING a 150.34 acre tract of land situated in the George Shields Survey, Abstract Number 1436
and the J. H. Shultz Survey, Abstract Number 1941.and the Jerry Bumnett Survey, Abstract
Number 1923 and the Ruben Burnnett Survey, Abstract Number 1922 and the J. Wilcox Survey,
Abstract Number 1742, Tarrant County, Texas, in the City of Fort Worth. Being a portion of the
tracts of land described in the deed to Edwards Geren Limited recorded in Volume 12915, Page
394, Deed Records of Tarrant County, Texas, said 150.34 acre tract being more particularly
described as follows;
BEGINNING at the point of intersection of the southeasterly right-of-way line of State Highway
121 (a variable width right-of-way) described as Parcel 98-PTI in the instrument to the City of
Fort Worth recorded in Document Number D207140864, Deed Records of Tarrant County,
Texas with the northeasterly line of the tract of land described as Tract I in the instrument to
Texas Electric Service Company recorded in Volume 2974, Page 298, Deed Records of Tarrant
County, Texas;
THENCE with the southeasterly right-of-way line of State Highway 121 the following:
North 36' 53' 09" East a distance of 1,283.26 feet (Document Number D207140864 =
1,283.58 feet) to the point of curvature of a curve to the left having a radius of 3,981.37
feet;
Northeasterly along said curve through a central angle of 7° 36' 04" an are distance of
528.19 feet with a chord bearing of North 34' 49' 22" East and a chord distance of 527.80
feet to the point of tangency of said curve;
North 31 ° 01' 20" East a distance of 480.56 feet to the point of curvature of a curve to the
left having a radius of 2,019.86 feet;
Northeasterly along said curve through a central angle of 2° 09' 38" an arc distance of
76.16 feet with a chord bearing of North 29' 56' 3 1 " East and a chord distance of 76.16
feet to a point, being, by description, in the north fine of said J. H. Shultz Survey and the
south line of the John Heath Survey, Abstract Number 641 and the southerly line of the
tract of land described as Tract 2 in the instrument to the City of Fort Worth recorded in
Volume 12782, Page 157, Deed Records of Tarrant County, Texas for the northeasterly
corner of said Parcel 98-PTI;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 6 of 18
THENCE departing the southeasterly right-of-way line of State Highway 121 with the southerly
line of said Tract 2, being by description, the north line of said J. H. Shultz Survey and the south
line of said John Heath Survey North 89' 32' 27" East a distance of 370.67 feet (Volume 12782,
Page 157 = South 89' 52' 03" East) to the southeasterly comer of said Tract 2, being by
description, in the north line of said Jerry Burnnett Survey for the common south corner of said
George Shields Survey and said John Heath Survey;
THENCE departing the southerly line of said Tract 2 with the easterly line of said Tract 2, being
by description, the common line of said George Shields Survey and said John Heath Survey
North 00° 27' 33" West a distance of 577.91 feet (Volume 12782, Page 157 = North 00° 30' 16"
East 577.01 feet) to a point in the southerly line of Lot 5-R, Block 21, Overton South Addition,
an addition to the City of Fort Worth according to the plat recorded in Volume 388-154, Page 31,
Plat Records of Tarrant County, Texas;
THENCE departing the easterly line of said Tract 2 with the southerly line of said Lot 5-R,
Block 21 South 76' 43' 56" East a distance of 168.75 feet (Volume 388-154, Page 31 = South
760 31' 41" East) to the southeasterly corner of said Lot 5-R, Block 21;
THENCE with the easterly line of said Lot 5-R, Block 21 North 22' 35' 18" East (Volume 388-
154, Page 31 = North 22' 47' 33" East) a distance of 270.39 feet to a point for comer;
THENCE departing the easterly line of said Lot 5-R, Block 21 South 72' 17' 14" East a distance
of 893.18 feet to a point in the westerly right-of-way line of Rock Quarry Road (a 64 foot wide
right-of-way) as shown on the plat of Lot 3, Block 10, Overton South Addition, an addition to
the City of Fort Worth according to the plat recorded in Volume 388-167, Page 57, Plat Records
of Tarrant County, Texas, in a non -tangent curve to the left having a radius of 2,291.55 feet;
THENCE with the westerly right-of-way line of Rock Quarry Road the following:
Southwesterly along said curve through a central angle of 8° 12' 47" an are distance of
327.05 feet with a chord bearing of South 130 39' 37" West and a chord distance of
326.77 feet to the point of tangency of said curve;
South 09' 33' 13" West (Volume 388-167, Page 57 = South 19° 45" West) a distance of
84.89 feet to the point of curvature of a curve to the right having a radius of 340.55 feet;
Southwesterly along said curve through a central angle of 431 19' 00" an arc distance of
257.46 feet with a chord hearing of South 31 ° 12' 44" West and a chord distance of
251.37 feet to the point of tangency of said curve;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 7 of 18
South 52' 52' 13" West (Volume 388-167, Page 57 = South 53' 04' West) a distance of
130.00 feet to a point in the southerly right-of-way line of South Drive (a 80 foot wide
tight -of -way) as shown on said Lot 3, Block 10, Overton South Addition;
THENCE departing the westerly right-of-way line of Rock Quarry Road with the southerly right-
of-way line of South Drive the following;
South 37' 07' 47" East (Volume 388-167, Page 57 = South 36° 56' East) a distance of
64.00 feet to the point of curvature of a curve to the left having a radius of 593.96 feet;
Southeasterly along said curve through a central angle of 51 ° 08' 00" an arc distance of
530.05 feet with a chord bearing of South 62' 41' 47" East and a chord distance of 512.64
feet to the point of tangency of said curve;
South 88' 15' 47" East (Volume 388-167, Page 57 — South 88' 04' East) a distance of
70.14 feet to the northwesterly corner of the tract of land described in the deed to 4959
SDW, LLC recorded in Document Number D209248412, Deed Records of Tarrant
County, Texas;
THENCE departing the southerly right-of-way line of South Drive with the westerly line of said
4959 SDW, LLC tract South 01° 47' 23" West (Document Number D209248412 = South 02' 15'
04" West) a distance of 249.49 feet to a point in the northerly line of Lot 1, Block 19, Overton
South Addition, an addition to the City of Fort Worth according to the plat recorded in Volume
388-143, Page 20, Plat Records of Tarrant County, Texas for the southwesterly corner of said
Lot 2, Block 19 in a curve to the right having a radius of 1,015.00 feet;
THENCE Northwesterly along said curve through a central angle of 30° 27' 18" an arc distance
of 539.51 feet with a chord bearing of North 72' 47' 46" West (Volume 388-143, Page 20 =
North 72' 41' 30" West) and a chord distance of 533.18 feet to a point in a non -tangent curve to
the left having a radius of 123.80 feet for the northwesterly comer of said Lot 1, Block 19;
THENCE with the westerly line of said Lot 1, Block 19 the following;
Southwesterly along said curve through a central angle of 58' 58' 36" an arc distance of
127.43 feet with a chord bearing of South 03' 00' 05" West (Volume 388-143, Page 20 =
South 03' 11' 52" West) and a chord distance of 121.88 feet to the beginning of a non -
tangent curve to the right having a radius of 2,700.00 feet;
Southeasterly along said curve through central angle of 14' 23' 01" an arc distance of
677.81 feet with a chord bearing of South 28° 29' 02" East (Volume 388-143, Page 20 =
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 8 of 18
South 260 17' 15" East) and a chord distance of 676.03 feet to a point in the northerly
line of Lot 3, Block 19, Lot 3, Block 19 —Lot 1, Block 20, Overton South Addition, an
addition to the City of Fort Worth according to the plat recorded in Volume 388-163,
Page 23, Plat Records of Tarrant County, Texas for the southwesterly comer of said Lot
1, Block 19;
THENCE departing the westerly line of said Lot 1, Block 19 with the northerly line of said Lot
3, Block 19 North 88' 15' 47" West (Volume 388-163, Page 23 = North 88104' 00" West) a
distance of 31.29 feet to a point in a non -tangent curve to the right having a radius of 556.00 feet
for the northwesterly corner of said Lot 3, Block 19;
THENCE with the westerly line of said Lot 3, Block 19 - Lot 1, Block 20 the following:
Southwesterly along said curve through a central angle of 47' 01' 30 an arc distance of
456.33 feet with a chord bearing of South 00' 49' 37" West (Volume 388-163, Page 23 =
South 01' 01' 24" West) and a chord distance of 443.63 feet to the point of tangency of
said curve;
South 24' 20' 22" West (Volume 388-163, Page 23 = South 24' 32' 09" West) a distance
of 80.00 feet to the point of curvature of a curve to the left having a radius of 444.00 feet;
Southwesterly along said curve through a central angle of 22123' 22" an are distance of
173.50 feet with a chord bearing of South 13' 08' 41" West (Volume 388-163, Page 23 =
South 13' 20' 28" West) and a chord distance of 172.40 feet to the point of tangency of
said curve;
South 0l' 57' 00" West (Volume 388-163, Page 23 = South 02' 08' 47" West) a distance
of 232.36 feet to the northeasterly corner of Lot 3R-1, Block 21, Overton South Addition
Lots 2R, 3R-1 & 3R-2, Block 21, an addition to the City of Fort Worth according to the
plat recorded in Document Number D204053989, Plat Records of Tarrant County, Texas;
THENCE departing the westerly line of said Lot 3, Block 19 — Lot 1, Block 20 with the northerly
and easterly lines of said Overton South Addition Lots 2R, 3R-1 & 3R-2 the following:
North 88' 14' 40" West (Document Number D204053989 = North 88' 02' 53" West) a
distance of 49.09 feet to the point of curvature of a curve to the left having a radius of
520.00 feet;
Southwesterly along said curve through a central angle of 26° 22' 53" an arc distance of
239.43 feet with a chord hearing of South 78' 33' 53" West (Document Number
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 9 of 18
D204053989 = South 78' 45' 40" West) and a chord distance of 237.32 feet to the point
of tangency of said curve;
South 65' 22' 27" West (Document Number D204053989 = South 65' 34' 14" West) a
distance of 428.02 feet to the point of curvature of a curve to the right having a radius of
380.00 feet;
Southwesterly along said curve through a central angle of 16' 01' 38" an arc distance of
106.30 feet with a chord bearing of South 73' 23' 16" West (Document Number
D204053999 = South 73' 35' 03" West) and a chord distance of 105.95 feet to the end of
said curve;
North 50° 33' 38" West (Document Number D204053989 = North 50121' 51" West) a
distance of 191.34 feet to a point for corner;
South 39' 26' 22" West (Document Number D204053989 = South 39' 39' 09" West) a
distance of 223 A8 feet to a point for corner;
South 39' 50' 13" West (Document Number D204053989 = South 40° 02' 00" West) a
distance of 482,39 feet to the point of curvature of a curve to the left having a radius of
85.60 feet;
Southwesterly along said curve through a central angle of 55' 00' 15" an are distance of
82.18 feet with a chord bearing of South 12' 20' 06" West (Document Number
D204053989 = South 12' 31' 53" West) and a chord distance of 79.06 feet to the point of
tangency of said curve;
South 15" 10' 02" East a distance of 455.33 feet (Document Number D204053989 =
South 14' 58' 15" East 454.26 feet) to a point in the northerly right-of-way line of
Oakmont Boulevard (a 120 foot wide right-of-way) for the southwesterly corner of said
Overton South Addition Lots 2R, 3R-1 & 3R-2;
THENCE with the northerly right-of-way line of Oakmont Boulevard South 89' 50' 16" West a
distance of 377.10 feet to a point in the northeasterly line of the aforementioned Texas Electric
Service Company tract;
THENCE departing the northerly right-of-way line of Oakmont Boulevard with the northeasterly
line of said Texas Electric Service Company tract North 370 01' 12" West (Volume 2974, Page
298 = North 36' 56' West) a distance of 1,819.79 feet to the POINT OF BEGINNING;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 10 of 18
CONTAINING a computed area of 150.34 acres of land.
NOTE: The description contained herein was compiled using information/data taken from
recorded documents only. No on the ground survey measurements or observations were made or
used in compiling the description contained herein.
I
i
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 11 of 18
METES AND BOUNDS DESCRIPTION
TRACT II
BEING a 32.30 acre tract of land situated in the J. H. Shultz Survey, Abstract Number 4941 and
the J. Wilcox Survey, Abstract Number 1742, Tarrant County, Texas, in the City of Fort Worth.
Being a portion of the tracts of land described in the deed to Edwards Geren Limited recorded in
Volume 12915, Page 394, Deed Records of Tarrant County, Texas, said 32.30 acre tract being
more particularly described as follows:
BEGINNING at the point of intersection of the northerly right-of-way line of Oakmont
Boulevard (a 120 foot wide right-of-way) with the southeasterly right-of-way line of State
Highway 121 (a variable width right-of-way) described as Parcel 98-PT2 in the instrument to the
City of Fort Worth recorded in Document Number D207140864, Deed Records of Tarrant
County, Texas;
THENCE with the southeasterly right-of-way line of State Highway 121 the following:
North 32' 15' 25" East (Document Number D207140864 = North 31 ° 39' 40" East) a
distance of 938.54 feet to the point of curvature of a curve to the right having a radius of
5,619.58 feet;
Northeasterly along said curve through a central angle of 5° 13' 29" an arc distance of
512.44 feet with a chord bearing of North 34' 52' 10" East and a chord distance of 512.26
feet to the point of tangency of said curve;
North 37° 28' 54" East a distance of 229.82 feet (Document Number D207140864 =
North 36' 53' 09" East 229.80 feet) to a point in the southwesterly line of the tract of land
described as Tract I in the instrument to Texas Electric Service Company recorded in
Volume 2974, Page 298, Deed Records of Tarrant County, Texas;
THENCE departing the southeasterly right-of-way line of State Highway 121 with the
southwesterly line of said Texas Electric Service Company tract South 37' 01' 12" East (Volume
2974 Page 298 = South 36' 56' East) a distance of 1,741.86 feet to a point in the northerly right-
of-way line of Oakmont Boulevard;
THENCE departing the southwesterly line of said Texas Electric Services Company tract with
the northerly right-of-way line of Oakmont Boulevard South 89' 50' 16" West a distance of
1,982,39 feet to thePOINTOF BEGINNING;
CONTAINING a computed area of 32.30 acres of land.
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 12 of 18
NOTE: The description contained herein was compiled using information/data taken from
recorded documents only. No on the ground survey measurements or observations were made or
used in compiling the description contained herein.
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 13 of 18
METES AND BOUNDS DESCRIPTION
TRACT III
BEING a 31.59 acre tract of land situated in the J. Wilcox Survey, Abstract Number 1742 and
the 1. & G.N. R.R. Company Survey, Abstract Number 832, Tarrant County, Texas, in the City
of Fort Worth. Being a portion of the tracts of land described in the deed to Edwards Geren
Limited recorded in Volume 12915, Page 394, Deed Records of Tarrant County, Texas, said
31.58 acre tract being more particularly described as follows:
BEGINNING at the point of intersection of the northwesterly right-of-way line of State Highway
121 (a variable width right-of-way) described as Parce198-PT2 in the instrument to the City of
Fort Worth recorded in Document Number D207140864, Deed Records of Tarrant County,
Texas and the southwesterly line of the tract of land described as Tract I in the instrument to
Texas Electric Service Company recorded in Volume 2974, Page 298, Deed Records of Tarrant
County, Texas;
THENCE with the northwesterly right-of-way line of State Highway 121 the following:
South 37' 28' 54" West (Document Number D207140864 = South 36' 53' 09" West) a
distance of 460.86 feet to a point for corner;
South 4 V 28' 55" West (Document Number D207140864 = South 40' 53' 10" West) a
distance of 555.53 feet to a point for corner;
South 35' 13' 30" West (Document Number D207140864 = South 34' 37' 45" West) a
distance of 598,46 feet to the point of curvature of a curve to the left having a radius of
4,044.72 feet;
Southwesterly along said curve through a central angle of 00' 59' 46" an arc distance of
70.31 feet with a chord bearing of South 34' 14' 34" West and a chord distance of 70.31
feet to the most easterly comer of Lot 3R, Block 9, Lot 3R and Lot 4R, Block 9,
Cityview, an addition to the City of Fort Worth according to the plat recorded in Cabinet
A, Slide 7217, Plat Records of Tarrant County, Texas, being by description, in the west
line of said J. Wilcox Survey;
THENCE departing the northwesterly right-of-way line of State Highway 121 with the west line
of said J. Wilcox Survey and the west line of said I. & G.N. R.R. Company Survey North 00° 00'
14" East a distance of 2,698.71 feet to a point in the southwesterly line of the tract of land
described as Tract I in the instrument to Texas Electric Service Company recorded in Volume
2974, Page 298, Deed Records of Tarrant County, Texas;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 14 of 18
THENCE departing the west line of said 1, & G.N. R.R, Company Survey with the southwesterly
line of said Texas Electric Service Company tract South 37' 01' 12" East a distance of 1,715.64
feet to the POINT OF BEGINNING;
CONTAINING a computed area of 31.58 acres of land.
NOTE: The description contained herein was compiled using information/data taken from
recorded documents only. No on the ground survey measurements or observations were made or
used in compiling the description contained herein.
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 15 of 18
METES AND BOUNDS DESCRIPTION
TRACT IV
BEING a 41.00 acre tract of land situated in the I. & G.N. R.R. Company Survey, Abstract
Number 832 and the J. H. Shultz Survey, Abstract Number 1941 and the J. Wilcox Survey,
Abstract Number 1742, Tarrant County, Texas, in the City of Port Worth. Being a portion of the
tracts of land described in the deed to Edwards Geren Limited recorded in Volume 12915, Page
394, Deed Records of Tarrant County, Texas, said 41.00 acre tract being more particularly
described as follows:
BEGINNING at the point of intersection of the northwesterly right-of-way line of State Highway
121 (a variable width right-of-way) described as Parcel 98-PTI in the instrument to the City of
Fort Worth recorded in Document Number D207140864, Deed Records of Tarrant County,
Texas with the northeasterly line of the tract of land described as Tract I in the instrument to
Texas Electric Service Company recorded in Volume 2974, Page 298, Deed Records of Tarrant
County, Texas;
THENCE with the northeasterly line of said Texas Electric Service Company tract North 37' 01'
12" West (Volume 2974, Page 298 =North 36' 56' West) a distance of 1,792.14 feet a point,
being by description, in the west line of said I. & G.N. R.R. Company Survey;
THENCE departing the northeasterly line of said Texas Electric Service Company tract, by
description, with the west line of said 1. & G.N. R.R. Company Survey North 00' 00' 14" East a
distance of 111.71 feet to the northwest comer of said 1. & G.N. R.R. Company Survey;
THENCE, by description, with the north line of the 1. & G.N. R.R. Company Survey and the
south line of the John Heath Survey, Abstract Number 641 North 89' 32' 27" East a distance of
2,157.98 feet to a point in the northwesterly right-of-way line of State Highway 121 in a non -
tangent curve to the right having a radius of 3,614.72 feet;
THENCE departing the south line of said John Heath Survey with the northwesterly right-of-way
line of State Highway 121 the following:
Southwesterly along said curve through a central angle of 11' 33' 46" an are distance of
729.49 feet with a chord bearing of South 3V 06' 17" West and a chord distance of
728.25 feet to the point of tangency of said curve;
South 36' 53' 09" West a distance of 1,170.68 feet (Document Number D207140864 =
1,176.02 feet) to the POINT OF BEGINNING;
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 16 of 18
CONTAINING a computed area of 41.00 acres of land.
NOTE. The description contained herein was compiled using information/data taken from
recorded documents only. No on the ground survey measurements or observations were made or
used in compiling the description contained herein.
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
Page 17 of 18
0"1
rmj m=gym J F� MY�LFF
M�gm mo� o!R 1��
JO
�.y
�o
�v
�'N N
0Z
p JoJ —
Jm1Y6�
n
�
. R
U
4n
N
U
�`
B6/6B L-eHf
NOLLIOOy MIA AlIO
b mole ' � 101
'
N0111ppy M3N 'wl
b NOOl9 'Z 101
o
>w
Hq
i044 Sans 'y i3N16y3
Nowooy M31A uIo
O
°m �
4 MOOl9 '£ 10-1
b
"
N0111Opy M3A A1EO
�o
b ='Is 'b 10l
F-
w
�USFWm
O
Z
OLUQ`J
U �
K
•1
w
� U
M
f y
o a
Contract of Sale and Purchase - 4915 South Drive W. Exhibit C IPage - 11 -
Page 18 of 18
MARY LOUISE GARCIA
COUNTY CLERK
100 West Weatherford Fort Worth, TX 76196-0401
PHONE (817) 884-1195
CASSCO MANAGEMENT COMPANY
4200 SOUTH HULEN ST STE 614
FT WORTH, TX 76109
Submitter: CASSCO MANAGEMENT
COMPANY
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 12/28/2012 3.39 PM
Instrument #: D212318326
WD 18 PGS $80.00
Law �c 5w,
By:
D212318326
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Prepared by: CAMADDOCK
Contract of Sale and Purchase — 4915 South Drive W. Exhibit C IPage - 11 -
City of Fort Worth Fort ort Texas Street
Worth, Texas
Legislation Details
File M
M&C 23-0031 Version: 1 Name:
Type:
Land Consent Status: Passed
File created:
1/4/2023 In control: CITY COUNCIL
On agenda:
1/10/2023 Final action: 1/10/2023
Title:
(CD 6 / Future CD 6) Authorize Acquisition of a Fee Simple Interest in Approximately 1.90
Acres Located in the Rueben Burnett Survey, Abstract 1922, Tract 1 C04, Also Known as 4915 South
Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the Amount of
$1,160,000.00 and Pay Estimated Closing Costs in an Amount Up to $13,000.00 for a Total Cost of
$1,173,000.00 for Fire Station No. 26 (2018 Bond Program)
Sponsors:
Indexes:
Code sections:
Attachments:
1. M&C 23-0031, 2. PMD 21 FIRE STATION 26 4915 SOUTH DRIVE WEST LAND ACQUISITION.pdf
Date
Ver. Action By Action Result
1/10/2023
1 CITY COUNCIL Approved
City of Fort Worth Page 1 of 1 Printed on 2/14/2023
powered by Legistar-
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 01/10/23 M&C FILE NUMBER: M&C 23-0031
LOG NAME: 21 FIRE STATION 26 4915 SOUTH DRIVE WEST LAND ACQUISITION
SUBJECT
(CD 6 / Future CD 6) Authorize Acquisition of a Fee Simple Interest in Approximately 1.90 Acres Located in the Rueben Burnett Survey, Abstract
1922, Tract 1 C04, Also Known as 4915 South Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the Amount of
$1,160,000.00 and Pay Estimated Closing Costs in an Amount Up to $13,000.00 for a Total Cost of $1,173,000.00 for Fire Station No. 26 (2018
Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize acquisition of a fee simple interest in approximately 1.90 acres in the Rueben Burnett Survey, Abstract 1922, Tract 1 C04, Fort
Worth, Tarrant County, Texas, also known as 4915 South Drive West, Fort Worth, Tarrant County, Texas, from Southwest Pasture Ltd. in the
amount of $1,160,000.00 and pay estimated closing costs in an amount up to $13,000.00 for a total cost of $1,173,000.00 for Fire Station
No. 26 (City Project No.101659); and
2. Authorize the City Manager or designee to execute the necessary contract of sale and purchase, to accept the conveyance, and to execute
and record the appropriate instruments.
DISCUSSION:
The purpose of this Mayor and Council Communication is to seek approval to acquire land from Southwest Pasture Ltd. (Seller) for
the construction of a new Fire Station No. 26 in Southwest Fort Worth.
The Property Management Department, in collaboration with the Fire Department, has determined the site located at 4915 South Drive West, Fort
Worth, Tarrant County, Texas will meet the Fire Department's operational objectives for the Southwest Division and will provide sufficient land to
develop and construct Fire Station No. 26.
An appraisal of the property was prepared by an independent appraiser and a negotiated agreement has been reached with the Seller. The
mineral estate will not be acquired and the deed will contain a surface waiver for the exploration of the mineral estate. The real estate taxes will be
pro -rated with the Seller being responsible for taxes due up to the closing date. The City will pay the estimated closing costs in an amount up to
$13,000.00.
Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property excluding the mineral rights.
Property
Ownership
Property
Interest
Property
siz
Property Address /
ILegal Description
Amount
4915 South Drive
West, Fort Worth,
Southwest
Fee
0
Tarrant County, Texas
Pasture
Simple
S
Acres
$1,160,000.00
Ltd.
Rueben Burnett
Survey, Abstract
1922, Tract 1 C04
Total Estimated
Closing Costs
$13,000.00
L_ �]00
TOTAL
$1,173,000.00
This project is included in the 2018 Bond Program. Available resources within the General Fund will be used to provide interim financing until debt
is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement
expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018)
and subsequent actions taken by the Mayor and Council.
Funding is budgeted in the Fire Department's 2018 Bond Program Fund for the purpose of funding the Fire Station 26 Project, as appropriated.
This project is located in COUNCIL DISTRICT 6 AND FUTURE COUNCIL DISTRICT 6.
A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2018 Bond Program Fund
for the Fire Station 26 project to support the approval of the above recommendations and execution of the acquisition. Prior to an expenditure
being incurred, the Fire Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Dana Burghdoff 8018
Originating Business Unit Head: Steve Cooke 5134
Ricky Salazar 8379
Additional Information Contact: Niels Brown 5166
Dickson Robin 2554