HomeMy WebLinkAboutContract 61881CSC No. 61881
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, a home -rule Municipal Corporation of the State of Texas, acting
by and through its duly authorized City Manager or Assistant City Manager ("Purchaser") and
CRESTVIEW FARM 250 L.P. ("CF250"), a Texas limited partnership, and SHENNACO HOLDINGS,
LLC ("ShennaCo"), a Delaware limited liability company (individually and collectively, the "Seller"), as
of the date on which this Contract is executed by the latter to sign of Seller and Purchaser ("Effective
Date").
AGREEMENT
WHEREAS, CF250 and ShennaCo own separate tracts of land as depicted on Exhibit "A"
attached hereto; and
WHEREAS, CF250 wishes to sell a tract of its property, being approximately 54.126 acres of land
as depicted on Exhibit "A" and also described as "Parcel 1", to Purchaser; and
WHEREAS, ShennaCo wishes to sell its entire property, being approximately 4.739 acres of land
as depicted on Exhibit "A" and also described as "Parcel 2", to Purchaser; and
WHEREAS, Purchaser wishes to purchase the abovementioned tracts, totaling approximately
58.865 acres, from Seller for use for purely public purposes; and
WHEREAS Seller and Purchaser agree that the total purchase price for the Property shall not
exceed One Million Five Hundred Ninety Thousand One Hundred and 00/100 Dollars ($1,590,100.00); and
WHEREAS, each representation, covenant, or other obligation of either CF250, or ShennaCo
herein is hereby deemed applicable solely to its respective property, and any such obligations are incurred
separately by such parties and not jointly and severally, notwithstanding their collective participation in the
definition of "Seller."
In consideration of the mutual covenants in this Contract, and the recitals above, which are not
recitals only but form part of this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract, approximately 58.865
acres of land (the "Land"), said Land more particularly described as "Parcel 1" and "Parcel 2" on the
attached Exhibit "A," which is attached hereto and incorporated herein by reference for all purposes,
together with: (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores
between the Land and all abutting properties; (iii) all roads, alleys, rights -of -way, easements, streets and
ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface
or otherwise; (iv) 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; (v) all of Seller's
rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land;
and (vi) all licenses, interests, and rights appurtenant to the Land. The Land, and Items (i)-(vi) are
collectively referred to as the "Property."
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1 of 14
(b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements,
reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the
"Encumbrances") except for the Encumbrances appearing in the Title Commitment and the Existing
Survey or Purchaser's Surveys (hereinafter defined) that are not cured and that are subsequently waived
pursuant to Section 3 ("Permitted Encumbrances").
(c) Notwithstanding anything herein to the contrary, Seller hereby retains and reserves from
this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all
interest in any and all oil, gas and other minerals in, on, or under the Land owned by Seller, if any, together
with the right to receive royalties, bonuses and other payments with respect thereto; provided, however,
Seller hereby waives and relinquishes access to any use of the surface of the Property subsequent to the
Closing of the transaction contemplated herein. A mineral reservation will be included in the Deed (as
defined below).
Section 2. Purchase Price and Earnest Monev. The purchase price for "Parcel 1" shall be
$25,000.00 per gross acre and the purchase price for "Parcel 2" shall be $50,000.00 per gross acre. The
total purchase price ("Purchase Price") for the Property, "Parcel 1" and "Parcel 2," shall not exceed
One Million Five Hundred Ninety Thousand One Hundred and 00/100 Dollars ($1,590,100.00), as
may be decreased by prorations and adjustments as provided herein and subject to an appraisal report to be
obtained by Purchaser. The Purchase Price shall be payable as follows:
(a) Earnest Monev. Within ten (10) calendar days following the Effective Date of this
Contract, Purchaser shall deposit the sum of Fifteen Thousand and 00/100 Dollars ($15,000.00) in the
form of immediately available funds, together with any interest earned thereon, (the "Earnest Money")
and a signed copy of this Contract with Alamo Title Company, 4217 Camp Bowie Blvd, Third Floor, Fort
Worth, Texas 76107 Attn: Susan Lawler (the "Title Company"). In the event that the Purchaser fails to
timely deposit the Earnest Money, then Seller shall have the right to terminate this Contract by written
notice to Purchaser delivered at any time thereafter until such time as the Earnest Money is actually
deposited. The Earnest Money shall be held, applied, returned, or retained in accordance with the terms of
this Contract and shall be deposited with the Title Company pursuant to the terms of a separate escrow
agreement, substantially in the form attached hereto as Exhibit "B." which shall be executed by Purchaser,
Seller and the Title Company. The Earnest Money shall be invested by the Title Company as directed by
Purchaser, and the Earnest Money and all interest thereon shall be applied as a credit to the Purchase Price,
or if the Closing (as defined below) does not occur, credited to the Party that is entitled to receive the
Earnest Money pursuant to the terms of this Contract.
(b) Balance at Closing. Subject to the credits and adjustments set forth in this Contract,
Purchaser shall pay the balance of the Purchase Price to Seller at Closing (as defined below) in the form of
immediately available funds.
(c) Independent Consideration. Contemporaneously with the execution of this Contract,
Purchaser delivers to Seller a check in the amount of Fifty and 00/100 Dollars ($50.00) ("Independent
Contract Consideration") as independent consideration for Seller's execution, delivery and performance
of this Contract. This Independent Contract Consideration is in addition to and independent of any other
consideration or payment provided for in this Contract, is non-refundable, and shall be retained by Seller
notwithstanding any other provision of this Contract; however, upon Closing (as hereinafter defined), the
Independent Contract Consideration shall be applied as a credit toward the Purchase Price (as hereinafter
defined).
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Section 3. Title Commitment and Survev.
(a) Within fifteen (15) calendar days after the Effective Date, Seller shall obtain at Seller's
sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from the Title Company.
The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller
as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating
to the Property. The Title Company shall also deliver contemporaneously with the Title Commitment
legible copies of all documents referred to in the Title Commitment, including but not limited to, plats,
reservations, restrictions, and easements.
(b) Seller has provided Purchaser with existing surveys of each tract of the Property that are
signed and sealed by a licensed surveyor ("Existing Surveys") at Seller's sole initial cost and expense. The
Existing Surveys consist of field notes describing a portion of the Property, prepared pursuant to a then -
current on -the -ground staked survey performed by a registered public surveyor or engineer. Copies of the
Existing Surveys are attached as Exhibits "1" and "2" to Exhibit "A." Purchaser, at its option and sole
expense, may obtain additional or updated surveys of the Property prepared by a Texas registered
professional land surveyor reasonably acceptable to Seller ("Purchaser's Surveys"). If Purchaser obtains
the Purchaser's Surveys, Purchaser shall provide preliminary drafts of same, including the gross acreage
calculations, to Seller for review and approval. If Seller and Purchaser agree on the descriptions and acreage
calculations, then the legal descriptions used in the Purchaser's Surveys will control and be used in all
documents set forth in this Contract that require a legal description of the Property and the Purchase Price
will be adjusted to reflect the acreage of the Property described in the Purchaser's Surveys. In the event
that Seller and Purchaser do not initially agree, each agrees to attempt to reach agreement on same as soon
as possible. If the parties cannot agree, then either may terminate this Contract without further liability or
obligation to the other (except as to matters that expressly survive such termination), and the Earnest Money
shall be refunded to Purchaser. In the event that Purchaser does not obtain the Purchaser's Surveys, the
descriptions of the Property prepared as a part of the Existing Surveys will be used in all of the documents
set forth in this Contract that require a legal description of the Property and the acreages set forth therein
shall be used to calculate the Purchase Price for each Parcel.
(c) Purchaser shall have a period of time ("Title Review Period") ending fifteen (15) calendar
days from the later to occur of (i) Purchaser's receipt of the Title Commitment or (ii) Purchaser's receipt
of the Existing Surveys or Purchaser's Surveys in which to notify Seller in writing of any objections
("Objections") Purchaser has to any matters shown on the Title Commitment or the Surveys.
(d) Seller shall have the option, but not the obligation, to remedy or remove all Objections (or
agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the
period of time (the "Cure Period") ending on the tenth (10t') business day after Seller's receipt of
Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure,
such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If
Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or
agree irrevocably to do so at or prior to Closing) within the Cure Period, or, with Purchaser's consent,
subsequent to Closing 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 (5t') business day following the end of the Cure Period, and the parties shall be released of further
obligations under this Contract except for matters that expressly survive such termination and the Title
Company shall immediately refund the Earnest Money to Purchaser; or (ii) any such Objections may be
waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice
of termination is not given within the Termination Period. Any title encumbrances or exceptions which are
set forth in the Title Commitment or the Existing Surveys or Purchaser's Surveys and to which Purchaser
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does not object within Title Review Period (or which are thereafter waived or deemed to be waived by
Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's
title to the Property.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this
Contract and are not attributable to actions by Purchaser and (ii) all Objections that Seller agrees in writing
to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured or
removed by Seller, at Seller's sole cost and expense, at or prior to Closing, unless with Purchaser's consent
said items are to be cured post -Closing.
Section 4. Due Diligence Documents. Within five (5) calendar days after the Effective Date,
Seller will provide Purchaser with the following due diligence documents concerning the Property to the
extent that the same are in Seller's possession: (i) any and all tests, construction plans, studies and
investigations relating to the Property and the operation and maintenance thereof, including, without
limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits,
reports or studies of the Property (the "Due Diligence Material"). Upon Purchaser's request, Seller will
also make the Due Diligence Material electronically available, to the extent feasible.
Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, with advance notice to and approval
by Seller, such approval not to be unreasonably withheld, conditioned or delayed, shall have the right to go
onto the Property, including any improvements thereon, to make inspections, surveys, test borings, soil
analysis, and other tests, studies and surveys, including without limitation, environmental and engineering
tests, borings, analysis, and studies ("Tests"). Seller reserves the rights to designate access points to the
Property and to require that Seller's representative(s) accompany any persons entering the Property. Any
Tests shall be conducted at Purchaser's sole cost, risk and expense. At the conclusion of the Tests, the
Property will be restored by Purchaser, at Purchaser's sole cost, risk and expense, to at least a similar
condition as before the Tests were conducted. In the event this transaction does not close for any reason
whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained
during the Option Period (as defined below). Purchaser is expressly prohibited from entering onto any land
owned by Seller that is adjacent to the Property in order to conduct Tests or carry out any due diligence
activities. The provisions of this Section 5 shall survive the termination of this Contract.
Section 6. Option Period.
(a) Notwithstanding anything to the contrary contained in this Contract, for the period
extending from the Effective Date until the date that is thirty (30) calendar days after the Effective Date
(the "Option Period"), the following will be conditions precedent to Purchaser's obligations under this
Contract:
(1) Purchaser being satisfied in Purchaser's sole and absolute discretion that the
Property is suitable for Purchaser's intended use as a public park or open space, including, without
limitation, Purchaser being satisfied with the results of the Tests (defined in Section 5 above); and
(2) the approval of this Contract by Purchaser's governing body, which Purchaser
expects to obtain at the August 27, 2024 Fort Worth City Council meeting.
(b) Extensions. Purchaser shall have the unilateral right to extend the Option Period for one
(1) additional period of thirty (30) days by providing written notice to Seller at any time prior to the
expiration of the Option Period.
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(c) 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 give written notice thereof to Seller on or before
the end of the Option Period, whereupon this Contract shall terminate and the Title Company shall
immediately refund the Earnest Money to Purchaser. Upon such termination, the Contract will terminate
and neither party shall have any further rights or obligations under this Contract except as otherwise
expressly provided herein.
(d) The provisions of this Section 6 control all other provisions of this Contract.
(e) The parties agree that the Option Period will not be extended upon expiration without a
written amendment signed by both parties.
Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on or before thirty-one (31) calendar days
after the last day of the Option Period.
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
Purchaser the following:
(i) A Special Warranty Deed (the "Deed") in substantially the same form
attached hereto as Exhibit "C." including a reservation of minerals, adapted as necessary for each
individual Seller, fully executed and acknowledged by each individual Seller, conveying to Purchaser good
and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances;
(ii) A Non -Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign
person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended;
(iii) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract or as Purchaser or the escrow agent may reasonably request; and
(iv) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 8(a)(3) below, provided, however, that Seller will not be
required to execute any instrument which expands or modifies the terms hereof.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered to Seller through the Title Company a certified or cashier's check or such other means of funding
acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations, if
any. Purchaser shall also deliver any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with 8(a)(3) below.
(3) Title Company shall issue to Purchaser, at Seller'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 the fee simple title to the
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Property, subject only to the Permitted Encumbrances and the standard printed exceptions included in a
Texas Standard Form Owner Policy of Title Insurance; provided, however, that 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, there shall be no exception for rights of parties in possession, and the standard exception
for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent
assessments for prior years due to change in land usage or ownership." Purchaser may request other
coverages and endorsements at its sole cost and expense.
(4) Seller and Purchaser shall each pay their respective attorneys' fees.
(5) Seller and Purchaser shall each pay one half of all escrow and recording fees and
any other reasonable closing costs as set forth by the Title Company.
(b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad
valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against
the property for the current year shall be for the period of time the Property was owned by Seller, and based
on estimates of the amount of taxes that will be due and payable on the Property during the current year,
Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of
Closing for the current year only, excluding any Rollback Taxes. As soon as the amount of taxes and
assessments on the Property for the current year is known, Seller shall pay any additional amount of taxes
to be paid for any taxes and assessments applicable to the Property up to and including the date of Closing
for the current year. Payment of any Rollback Taxes or any kind or character shall be the sole responsibility
of Seller, provided, however, that Seller shall be entitled to all exemptions and exceptions therefrom,
including, without limitation, those appearing in Section 23.55 of the Texas Tax Code. The provisions of
this Section 8(b) shall survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted
Encumbrances or as otherwise agreed in writing by Purchaser.
Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing, that to the best of Seller's actual knowledge, without inquiry:
(a) Seller's Authoritv. This Contract has been duly authorized by requisite action and is
enforceable against Seller in accordance with its terms; neither the execution and delivery of this Contract
nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any
provision of any agreement or other instrument to which Seller is a party or to which Seller may be subject
although not aparty, or will result in or constitute aviolation orbreach of any judgment, order, writ, junction
or decree issued against or binding upon Seller or the Property;
(b) No Pending Proceedings. There is no undisclosed action, suit, proceeding or claim
affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation,
use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal,
state, county or municipal department, commission, board, bureau or agency or other governmental entity
and no such action, suit, proceeding or claim is threatened or asserted;
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(c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in
Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold
any portion of the Sales Price for the benefit of the Internal Revenue Service;
(d) No Insolvencv Proceedings. No attachment, execution, assignment for the benefit of
creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant
to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor is
any such action pending by or against Seller or the Property;
(e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no lease,
contract or agreement exists relating to the Property or any portion thereof which is not terminable at will
or upon not more than 30 days' prior notice except tenant leases;
(f) No Competing Rights. As of Closing, no person, firm or entity, other than Purchaser, will
have any right to purchase, lease or otherwise acquire or possess the Property or any part thereof;
(g) No Regulatory Violations. The Property is not in breach of any law, ordinance or
regulation, or any order of any court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality wherever located, including, without limitation,
those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is
pending or, to the best of Seller's knowledge and belief and after due inquiry, threatened against or affecting
Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other
governmental department, commission, board, bureau, agency or entity wherever located, with respect to
the Property or the Seller's present use and operation of the Property; and
(h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal, state
and local permits concerning or related to environmental protection and regulation for the Property have
been secured and are current; (ii) Seller is and has been in full compliance with such environmental permits
and other requirements regarding environmental protection under applicable federal, state or local laws,
regulations or ordinances; (iii) there is no pending action against Seller under any environmental law,
regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv)
there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into
or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental
Response, Compensation and Liability Act; and (v) Seller does not have actual knowledge of any
environmental condition, situation or incident on, at or concerning the Property that could reasonably be
expected to give rise to an action or to liability under any law, rule, ordinance or common law theory
governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract,
and Seller, during the term of this Contract, agrees to notify Purchaser promptly prior to Closing in the
event that Seller obtains knowledge of any change affecting any of such representations and warranties, in
which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and
unless Seller's warranties and representations shall have been qualified and modified as appropriate by any
such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely
on Seller's representations and warranties set forth in this Contract, notwithstanding any contrary
information resulting from any inspection or investigation made by or on behalf of Purchaser. All of
Seller's representations and warranties, as so qualified and modified, shall survive Closing pursuant to
limitations set forth in Section 15.
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(i) As -Is Purchase. Purchaser hereby agrees and acknowledges that, except as otherwise
expressly set forth in this Contract, neither Seller nor any agent, attorney, employee or representative of
Seller has made any representation or warranty whatsoever regarding the subject matter of this transaction,
or any part thereof, including (without limiting the generality of the foregoing) representations as to the
physical nature or physical condition of the Property or the capabilities thereof, or title to the Property, and
that Purchaser, in executing, delivering and/or performing this Contract, does not rely upon any statement
and/or information to whomever made or given, directly or indirectly, orally or in writing, by any individual,
firm or entity. Accordingly, Purchaser agrees that, if Purchaser proceeds to the Closing, the Property shall
be deemed acceptable to Purchaser and the acquisition of the Property shall be on an "as is, where is" basis,
with all faults, subject to the provisions of this Contract. Purchaser further acknowledges that Seller would
not agree to sell the Property to Purchaser for the Purchase Price stated herein without the disclaimers,
agreements and other statements set forth in this Section. EXCEPT AS EXPRESSLY PROVIDED
HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL
CONDITION OF THE PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE,
INCLUDING THE LEGALITY AND ENFORCEABILITY OF ANY PROVISIONS THEREIN OR ANY
DEFAULT OR OUTSTANDING OBLIGATION OF ANY PARTY THERETO. SELLER HEREBY
EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR
A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR REPRESENTATIONS AS TO
THE PHYSICAL CONDITION OF THE PROPERTY. Purchaser will conduct such due diligence
investigations of the Property, including but not limited to, the physical and environmental conditions
thereof, as Purchaser deemed or deems necessary or desirable to satisfy itself as to the condition of the
Property and the existence or non-existence or curative action to be taken with respect to any hazardous
materials including, without limitation, lead products or lead paint on or discharged from the Property, and
Purchaser will rely solely upon same, and not upon any information provided by or on behalf of Seller or
its agents or attorneys with respect thereto, or whether to acquire the Property from Seller. The provisions
of this Section 9(i) shall survive the Closing and the Deed to be delivered at Closing shall contain
substantially the foregoing provision.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title
Commitment, Existing Surveys or Purchaser's Surveys, Due Diligence documents and other materials
delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of
the Property (with Purchaser acknowledging that the Title Commitment, Existing Surveys or Purchaser's
Surveys and Due Diligence documents, and the information contained therein, are from a variety of sources
other than Seller), and Seller agrees that, if Seller discovers that the information contained in any of the
materials delivered to Purchaser hereunder is inaccurate or misleading in any material respect, then Seller
shall promptly notify Purchaser of such changes and supplement such materials.
(b) Prohibited Activities. During the term of this Contract, Seller shall not, without the prior
written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent,
if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of
Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit
any mechanic's or materialman's lien to attach to any portion of the Property; or (iii) place or permit to be
placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other
improvements of any kind.
Section 11. Agents. Purchaser hereby warrants that Purchaser has not employed or used any broker,
finder or agent in connection with this Contract and the consummation of the transaction contemplated by
this Contract on Purchaser's behalf. In the event any claim for a commission or broker's fee is asserted by,
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through or under Purchaser, payment or discharge of same shall be Purchaser's sole responsibility. Seller
shall be solely responsible for all commissions, fees, or other compensation due to Seller's Broker, if any.
Seller hereby agrees to indemnify, defend and hold harmless the Purchaser from and against any
liability, cost or expense, plus all costs of collection, including litigation expenses and attorneys' fees,
as a result of a claim for a commission, fee or other compensation made by any real estate broker,
finder or other person and asserted against the Purchaser by reason of an arrangement made or
alleged to have been made by the Seller.
Section 12. Closing Documents. No later than three (3) business days prior to the Closing, Seller
or the Title Company, as applicable, shall deliver to Purchaser copies of the closing documents for
Purchaser's reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been served
if (i) delivered in person to the address set forth below for the party to whom the notice is given or at
Closing, (ii) delivered electronically via electronic mail to the electronic mail address set forth below for
the party to whom notice is given, so long as a copy is simultaneously placed in the United States mail,
return receipt requested, addressed to such party at the address specified below, or deposited into the
custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable
overnight carrier for next day delivery, addressed to the party at the address specified below.
(b) The address of Purchaser under this Contract is:
City of Fort Worth
900 Monroe St.
Fort Worth, Texas 76102
Attention: Ricky Salazar
Telephone: (817) 392- 8379
Electronic mail:
With a copy to:
Matt Murray
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
ricardo.salazar(_a,fortworthtexas.g_ov Telephone: (817) 392-8864
Electronic mail: matthew.murravna,fortworthtexas.gov
(c) The address of Seller under this Contract is:
Crestview Farm 250 L.P. and
ShennaCo Holdings, LLC
4770 Bryant Irvin Court, Suite 400
Fort Worth, Texas 76107
Attention: D. Alan Meeker
Telephone: (817) 307-2525
Electronic mail: alan(a cviewgroup.com
With a copy to:
Lee F. Christie
Pope, Hardwicke, Christie, Schell, Kelly & Taplett, L.L.P.
500 W. 7t' Street, Suite 600
Fort Worth, Texas 76102
Telephone: (817) 332-3245
Electronic mail: lfchristie(a Dopehardwicke.com
Notices shall be effective upon the earlier of confirmed receipt or three (3) days after mailing, if mailed.
(d) From time to time either party may designate another address or e-mail address under this
Contract by giving the other party advance written notice of the change with specific reference to this
Contract.
Rock Creek Ranch 2024
Page 9 of 14
Section 14. Termination, Default, and Remedies.
(a) Purchaser Default. In the event of default by Purchaser under the terms of this Contract,
Seller shall be entitled, as its sole and exclusive remedy hereunder, to terminate this Contract and receive
the Earnest Money as full liquidated damages for such default of Purchaser, whereupon neither Party shall
have any further rights or liability to the other Party, except as otherwise expressly provided in this Contract;
provided, however, in the event of any such Purchaser default, Seller shall first give Purchaser written
notice of the occurrence of such default (a "Purchaser Default Notice") and Purchaser shall have twenty
(20) days following its receipt of such Purchaser Default Notice in which to cure such default or commence
such cure and thereafter diligently pursue it to completion. It is hereby agreed that Seller's damages in the
event of a Purchaser default hereunder are uncertain and difficult to ascertain, and that the Earnest Money
constitutes a reasonable liquidation of such damages and is intended not as a penalty, but as full liquidated
damages.
(b) Seller Default. In the event of a default by Seller under the terms of this Contract,
Purchaser shall be entitled, as its sole and exclusive remedies, to either terminate this Contract and receive
a full refund of the Earnest Money, or to seek specific performance of Seller's obligations under this
Contract; provided, however, in the event of any such Seller default, Purchaser shall first give Seller written
notice of the occurrence of such default (a "Seller Default Notice") and Seller shall have twenty (20) days
following its receipt of such Seller Default Notice in which to cure such default or commence such cure
and thereafter diligently pursue it to completion. Purchaser may also, in its sole discretion, 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. Under no circumstances will Seller be liable to
Purchaser for damages.
Section 15. Survival of Obligations. The representations and warranties made by Seller pursuant to
this Contract shall survive Closing for a period of six (6) months after Closing (the "Survival Period") and
shall not merge into the Deed to be delivered at Closing. Unless Purchaser discovers the breach of any
such representation or warranty on a date (the "Discovery Date") prior to the end of the Survival Period
and gives Seller written notice (the "Breach Notice") of the breach within thirty (30) days after the
Discovery Date, no alleged breach of any such representation or warranty may form the basis of an action
by Purchaser against Seller for breach of any such representation or warranty. Any such action must be
brought within three (3) months after the Discovery Date, provided that a Breach Notice has been timely
given in accordance with the immediately preceding sentence.
Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire
contract between Seller and Purchaser, and no oral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set forth
in a document executed by that party.
Section 17. Assigns. This Contract inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and permitted assigns. Neither party may assign its interest
under this Contract without the prior written consent of the other party.
Section 18. Governing Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 19. Performance of Contract. The obligations under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be
made in Tarrant County, Texas.
Rock Creek Ranch 2024
Page 10 of 14
Section 20. Venue. Venue of any action brought under this Contract shall be in Tarrant County,
Texas.
Section 21. Severabilit , 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 22. Business Days/Effective Date. If the Closing or the day for performance of any act
required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for
such performance, as the case may be, shall be the next following regular business day. The date on which
the Title Company receipts a copy of the Contract is the "Effective Date."
Section 23. 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 24. Terminologv. 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 25. 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 26. Attornev'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 27. City Council Approval. Notwithstanding anything herein to the contrary, Seller hereby
acknowledges and agrees that the Purchaser's execution of this Contract, its representations and warranties
under this Contract, Purchaser's willingness and agreement to purchase the Property, and to consummate
the transactions contemplated under this Contract, are expressly subject to and contingent upon the approval
of the Fort Worth City Council in a public meeting ("City Council Approval"). Purchaser expects that
City Council Approval shall occur within the Option Period.
Section 28. No Other Parties/No Alter Ego. Purchaser recognizes that this Contract is with Seller,
and not Seller's Managers, Members, Partners, agents or representatives (collectively and individually, the
"Non -Parties"). Purchaser recognizes that the Non -Parties are not the alter ego of, or otherwise responsible
for, Purchaser and covenants to never assert to the contrary.
Section 29. Convevance in Lieu of Condemnation. It is acknowledged that Purchaser possesses the
power of eminent domain and this conveyance is made under threat or imminence thereof and in lieu of
condemnation and that Purchaser intends to acquire and use the Property for a purely public purpose.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
Rock Creek Ranch 2024
Page 11 of 14
This Contract is EXECUTED as of the Effective Date first set forth above.
SELLER:
CRESTVIEW FARM 250 L.P.
a Texas limited partnership
By: AG 250 GP, LLC,
a Texas limited liability company
General Partner
A4 A--
By:
Alan Meeker, Manager (Aug 20, 202421:29 CDT)
D. Alan Meeker, Manager
SHENNACO HOLDINGS, LLC,
a Delaware limited liability company
A4 01--
By:
Alan Meeker, Manager (Aug 20, 2024 21:29 CDT)
D. Alan Meeker, Manager
Rock Creek Ranch 2024
Page 12 of 14
PURCHASER:
CITY OF FORT WORTH, TEXAS
Dam ahio#
By: Dana Burghdoff (Aug 20241.5�.A CDT)
Dana Burghdoff
Assistant City Manager Aug 21, 2024
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Attest: ,�>°p°°°°°° ° °0
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Jannette S. Goodall
City Secretary
M&C
Date:
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.
;,.;, k.,-ti2�
Jeremy Van Rite, Land Agent
Property Management Department — Real Estate Division
Rock Creek Ranch 2024
Page 13 of 14
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this
Contract.
ALAMO TITLE COMPANY:
By:
Name:
Title:
Date:
Rock Creek Ranch 2024
Page 14 of 14
EXHIBIT "A"
The Land
Parcel 1
Approximately 54.126 acres of land situated in the Stephen B. Wilson
Survey, Abstract 1676, Tarrant County, Texas, according to the deed
recorded in instrument D205348085, Deed Records of Tarrant County,
Texas, as described in the Survey attached hereto as Exhibit "I "
Parcel 2
Approximately 4.739 acres of land situated in the J.M. Mulinghaus
Survey, Abstract 1157, Tarrant County, Texas, according to the deed
recorded in instrument D220046789, Deed Records of Tarrant County,
Texas, as described in Survey attached hereto as Exhibit "2"
[surveys and metes and bounds attached
Exhibit "A" to Contract of Sale and Purchase
EXHIBIT 1
to
Exhibit A
BEING a tract of land situated in the S. Wilson Survey, Abstract No. 1676, Tarrant County, Texas and
being a part of that certain tract of land described as Tract 1 by deed to Crestview Farm 250, L.P.,
recorded in County Clerk's Document No. D205348085, Deed Records, Tarrant County, Texas, said tract
of land bring more particularly described by metes and bounds as follows:
BEGINNING at a mag nail with shiner stamped "DUNAWAY ASSOC." found in a cross -tie for the
northwest corner of that certain tract of land described by deed to Four Falling Stars Properties, LLC,
recorded in County Clerk's Document No. D222140889, Deed Records, Tarrant County, Texas, the
centerline of a railroad easement for Gulf Colorado and Santa Fe Railway Company, recorded in Volume
3142, Page 73, Deed Records, Tarrant County, Texas, and being in the south line of that certain tract of
land described by deed to City of Fort Worth, recorded in County Clerk's Document No. D221363819,
Deed Records, Tarrant County, Texas;
THENCE South 28°04'52" West, with the centerline of said Gulf Colorado and Santa Fe Railway Company
railroad easement, a distance of 1,264.93 feet to a 60d nail with shiner stamped "DUNAWAY ASSOC."
found in gravel for the most westerly northwest corner of said Four Falling Stars Properties tract;
THENCE South 00°39'35" East, departing the centerline of said Gulf Colorado and Santa Fe Railway
Company railroad easement and with west line of said Four Falling Stars Properties tract, a distance of
155.97 feet to a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOC." set in the easterly Gulf
Colorado and Santa Fe Railway Company railroad easement;
THENCE South 28°04'52" West, with said Gulf Colorado and Santa Fe Railway Company railroad
easement, a distance of 1,308.40 feet to a point in the west line of said Tract 1, Crestview Farm 250, L-P.,
tract and from which found 1/2" iron rod bears North 14°56'46" East, a distance of 2.52 feet;
THENCE North 00°39'35" West, departing said Gulf Colorado and Santa Fe Railway Company railroad
easement, a passing distance of 155.97 feet to a found nail stamped "CST" in a cross -tie in the centerline
of said Gulf Colorado and Santa Fe Railway Company railroad easement and with the west line of said
Tract 1, Crestview Farm 250, L.P., tract, for a total distance of 3,695.53 feet to a brass disk in concrete
stamped Corps of Engineers found in a north line of said Tract 1, Crestview Farm 250, LP., tract;
THENCE South 70010'18" East, departing the west line of said Tract 1, Crestview Farm 250, L.P., tract,
with a north line of said Tract 1, Crestview Farm 250, L.P., tract, a distance of 489.49 feet to a brass disk
in concrete stamped Corps of Engineers found;
THENCE South 27°26'00" East, continuing with said north line of said Tract 1, Crestview Farm 250, L-P.,
tract, a distance of 1,325.74 feet to a brass disk in concrete stamped Corps of Engineers found in the
north line of said Gulf Colorado and Santa Fe Railway Company railroad easement;
THENCE North 28°04'13" East, continuing with said north line of said Tract 1, Crestview Farm 250, L.P.,
tract, with the north line of said Gulf Colorado and Santa Fe Railway Company railroad easement, a
distance of 167.48 feet to a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOC." found in the
south line of said City of Fort Worth tract;
THENCE South 54°02'31" East, departing said north line of said Tract 1, Crestview Farm 250, L.P., tract,
the north line of said Gulf Colorado and Santa Fe Railway Company railroad easement, with the south line
of said City of Fort Worth tract, a distance of 126.02 feet to the POINT OF BEGINNING and containing a
calculated area of 2,357,761 square feet or 54.126 acres of land.
Exhibit "A" to Contract of Sale and Purchase
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Exhibit "A" to Contract of Sale and Purchase
EXHIBIT 2
to
Exhibit A
BEING a tract of land situated in the J. Muhlinghaus Survey, Abstract No. 1157, Tarrant County, Texas
and being a part of that certain tract of land described by deed to ShennaCo Holdings, LLC, recorded in
County Clerk's Document Number D220046789, Deed Records, Tarrant County, Texas, said tract of land
being more particularly described by metes and bounds as follows:
COMMENCING at a 5/8" iron rod with yellow cap stamped "DUNAWAY ASSOC." (hereinafter called 5/8"
YCIR) found in the north right-of-way line of F.M. 1187 (Crowley Plover Road) (a 120' width right-of-way),
the southwest corner of that certain tract of land described by deed to SBD Farms, LLC, recorded in
County Clerk's Document Number D213231424, Deed Records, Tarrant County, Texas;
North 26°52'53" East, with the west line of said SBD Farms, LLC tract, a distance of 99.72 feet to a 1/2"
iron rod with yellow cap stamped "2002" found for the beginning of a curve to the left having a central
angle of 26°52'52", a radius of 160.00 feet and a chord bearing and distance of North 13°26'29" East -
74.38 feet;
Continuing with the west line of said SBD Farms, LLC tract, and with said curve to the left in a
northeasterly direction, an arc length of 75.07 feet to a 1/2" iron rod with yellow cap stamped "2002" found:
NORTH, continuing with the west line of said SBD Farms, LLC tract, distance of 271.07 feet to a 1/2" iron
rod with yellow cap stamped "2002" found for the POINT OF BEGINNING of herein described tract of
land, the southwest corner of said ShennacCo Holdings, LLC., tract;
THENCE NORTH, departing the west line of said SBD Farms, LLC tract, crossing said ShennacCo
Holdings, LLC., tract, a distance of 550.02 feet to a 5/8" YCIR found in the north line of said ShennacCo
Holdings, LLC., tract:
THENCE EAST, with the north line of said ShennacCo Holdings, LLC., tract, a distance of 373.02 feet to a
1/2" iron rod with yellow cap stamped "2002" found for the northeast corner of said ShennacCo Holdings,
LLC., tract;
THENCE South 00°28'48" East, departing the north line of said ShennacCo Holdings, LLC., tract, with the
east line of said ShennacCo Holdings, LLC., tract, a distance of 550.03 feet to a 1/2" iron rod with yellow
cap stamped "2002" found for the southeast corner of said ShennacCo Holdings, LLC., tract;
THENCE WEST, departing the east line of said ShennacCo Holdings, LLC., tract, with the south line of
said ShennacCo Holdings, LLC., tract, a distance of 377.63 feet to the POINT OF BEGINNING and
containing a calculated area of 206,436 square feet or 4.739 acres of land.
Exhibit "A" to Contract of Sale and Purchase
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Exhibit "A" to Contract of Sale and Purchase
EXHIBIT "B"
Form of Escrow Agreement
ESCROW AGREEMENT
Escrow Number: Date: , 2024
The Property :
Approximately 54.126 acres of land situated in the Stephen B. Wilson Survey, Abstract 1676,
Tarrant County, Texas, according to the deed recorded in instrument
D205348085, Deed Records of Tarrant County, Texas
Approximately 4.739 acres of land situated in the J.M. Mulinghaus Survey, Abstract 1157,
Tarrant County, Texas, according to the deed recorded in instrument
D220046789, Deed Records of Tarrant County, Texas
Earnest Money Amount: $15,000.00
THE CITY OF FORT WORTH (the "Purchaser"), and CRESTVIEW FARM 250 L.P., a
Texas limited partnership, and SHENNACO HOLDINGS LLC, a Delaware limited liability company
(collectively, the "Seller"), are parties to that certain Contract of Sale and Purchase (the "Contract") dated
as of , 2024, with respect to the above referenced property (the "Propertv"), which is more
particularly described in the Contract. Purchaser has deposited the sum of Fifteen Thousand and No/100
Dollars ($15,000.00), (the "Earnest Monev") with Alamo Title Company, 4217 Camp Bowie Blvd, Third
Floor, Fort Worth, TX 76107 Attn: Susan Lawler (the "Title Company") to be held under the terms of the
Contract and the terms of this Escrow Agreement (the "Escrow Agreement"). On or before the expiration
of the Option Period (as defined in the Contract), the Earnest Money shall be refunded by the Title Company
to Purchaser upon receipt of a written request from Purchaser, together with evidence that Purchaser has
given Seller written notice of termination in accordance with the terms of the Contract. Following the
expiration of the Option Period, if the Title Company has not received any written request from Purchaser
as set forth above, the Earnest Money shall be distributed to Seller and/or Purchaser as directed by the
Contract.
Following the expiration of the Option Period, the Title Company is hereby expressly authorized
to disregard, in its sole discretion, any and all unilateral notices or warnings given by any of the parties
hereto, or by any other person or entity, except as otherwise expressly provided herein, but Title Company
is hereby expressly authorized to regard and to comply with and obey any and all orders, judgments or
decrees entered or issued by any court with or without jurisdiction, and in case Title Company obeys or
complies with any such order, judgment or decree of any court it shall not be liable to any of the parties
hereto or any other person, firm or entity by reason of such compliance, notwithstanding any such order,
judgment or decree being entered without jurisdiction or being subsequently reversed, modified, annulled,
set aside or vacated. In case of any suit or proceeding regarding this escrow, to which Title Company is or
may at any time become a party, it shall have a lien on the contents hereof for any and all costs, attorneys'
fees, whether such attorneys shall be regularly retained or specially employed, and any other expenses
which it may have incurred or become liable for on account thereof, and it shall be entitled to reimburse
itself therefor out of said deposit, and the undersigned jointly and severally agree to pay Title Company
upon demand all such costs, fees and expenses so incurred.
Exhibit "B" to Contract of Sale and Purchase:
Except as expressly provided herein, in no case shall the above -mentioned deposits be surrendered
except on an order signed by the parties hereto, their respective legal representatives or assigns, or in
obedience of the process or order of court as aforesaid.
Unless directed otherwise in writing by Purchaser all deposits made pursuant to this Escrow
Agreement shall be invested on behalf of Purchaser in investments limited to interest -bearing, federally -
insured instruments with a national bank or federal savings bank or in a money market fund authorized to
invest solely in direct obligations of the United States of America ("Oualifed Investments"). The funds
invested in this manner shall have a maturity of 30 days or less. Interest and other earnings on any funds
invested hereunder shall be added to the funds held on deposit by Title Company hereunder, and losses, if
any, incurred from any such investment shall reduce the balance of the funds on deposits hereunder.
Purchaser shall provide Title Company with a Form W-9 with its taxpayer identification number and such
other investment forms as it may reasonably require. Title Company shall, upon request furnish information
concerning its procedures for such investment, but shall not charge or otherwise assess any additional fees
for the investment of such funds.
Billing Instructions: Any escrow fees shall be shared equally between Purchaser and Seller.
Except as to deposits of funds for which Title Company has received express written direction
concerning investment to other handling, the parties hereto agree that the Title Company shall be under no
duty to invest or reinvest any deposits at any time held by it thereunder; and, further that Title Company
may commingle such deposits with other deposits or with its own funds in the manner provided for the
administration of funds held as a fiduciary under applicable law, provided, however, nothing herein shall
diminish Title Company's obligation to apply the full amount of the deposits in accordance with the terms
of the Contract.
In the event the Title Company is requested to invest deposits hereunder in Qualified Investments
pursuant to this agreement, Title Company shall not be held responsible for any loss of principal or interest
which may be incurred as a result of making the investments or redeeming said investment for the purposes
of these escrow instructions except to the extent that Title Company negligently or willfully fails to follow
such investment directions.
This Escrow Agreement is intended to be executed in triplicate, but may be executed in multiple
counterparts. Each such counterpart shall be deemed an original, but all of which together shall constitute
one and the same document. The parties agree that, except for notice purposes, signatures transmitted by
electronic scan and email shall have the legal effect of original signatures. Upon the request of any party,
the parties shall promptly exchange executed original counterparts of this Escrow Agreement.
[SIGNATURE PAGE FOLLOWS]
Exhibit "B" to Contract of Sale and Purchase:
IN WITNESS WHEREOF, this Escrow Agreement has been executed by Seller,
Purchaser and the Title Company to be effective as of the date first written above.
SELLER:
CRESTVIEW FARM 250 L.P.
a Texas limited partnership
By: AG 250 GP, LLC,
a Texas limited liability company
General Partner
D. Alan Meeker, Manager
SHENNACO HOLDINGS LLC,
a Delaware limited liability company
D. Alan Meeker, Manager
Exhibit "B" to Contract of Sale and Purchase:
PURCHASER:
Dana Burghdoff
Assistant City Manager
Attest:
Jannette S. Goodall
City Secretary
M&C
Date:
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.
Jeremy Van Rite, Land Agent
Property Management Department — Real Estate Division
Exhibit "B" to Contract of Sale and Purchase:
ALAMO TITLE COMPANY:
By:
Name:
Title:
Date:
Exhibit "B" to Contract of Sale and Purchase:
EXHIBIT "C"
Form of Special Warranty Deed
[THE DEED WILL BE REVISED TO APPLY TO EACH
SELLER AND TRACT SOLD]
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOW NG 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
, a Texas company ("Grantor"), in
consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00) and other good and valuable
consideration in hand paid by the CITY OF FORT WORTH, TEXAS, a home rule Municipal
Corporation of the State of Texas ("Grantee"), the receipt and sufficiency of which are hereby
acknowledged, hereby GRANTS, BARGAINS, SELLS and CONVEYS unto Grantee the real
property located in Tarrant County, Texas, which is more particularly described on Exhibit "A"
attached hereto and made a part hereof, together with (i) all and singular, all of Grantor's right, title
and interest, if any, in and to any and all rights, benefits, privileges, easements, tenements, and
appurtenances thereon and pertaining thereto, including all of Grantor's right, title and interest, if
any, in and to any adjacent streets, roads, alleys, easements and rights -of -way, (ii) any and all
improvements and buildings located on such real property, if any (said real property, together with
such rights, appurtenances and interests, improvements and buildings being collectively called the
"Proverty"), subject to, however, all easements, rights of way, encumbrances, liens, covenants,
conditions, restrictions, obligations and liabilities as may appear of record and all matters that an
accurate survey or a physical inspection of the Property would reveal, including, without
limitation, the exceptions set forth in Exhibit "B" attached hereto and made a part hereof (said
exceptions being called the "Permitted Exceptions").
Notwithstanding the foregoing, it is expressly understood and agreed that Grantor hereby
reserves and excepts from the Property conveyed hereby, for itself, and its successors and assigns,
any and all interest in any and all oil, gas and other minerals in, on, or under the Property, if any,
together with the right to receive royalties, bonuses and other payments with respect thereto;
further provided, however, Grantor hereby waives and relinquishes access to any use of the surface
of the Property; provided, however, that nothing herein shall be construed as waiving, releasing or
relinquishing any rights of Grantor, its successors and assigns, to explore for, develop, and or
produce oil, gas, or other minerals from wells drilled at locations off the Property but bottomed
beneath the Property. The excepted and reserved interest is subj ect to any and all outstanding oil,
gas, and/or other mineral leases that cover the interests reserved, but includes all bonuses, delay
rentals, royalties, and other rights and payments due or to become due under the terms of such
lease or leases to Grantor, Grantor's successors and assigns. Upon termination of any or all of
such leases, the interest of the lessee(s) thereunder shall revert to Grantor or Grantor's successors
or assigns. The foregoing paragraph is referred to herein as the "Mineral Reservation."
Exhibit "C" to Contract of Sale and Purchase
Grantee hereby agrees and acknowledges that, except as otherwise expressly set forth in
that certain Contract of Sale and Purchase between Grantor and Grantee, neither Grantor nor any
agent, attorney, employee or representative of Grantor has made any representation or warranty
whatsoever regarding the subject matter of this transaction, or any part thereof, including (without
limiting the generality of the foregoing) representations as to the physical nature or physical
condition of the Property or the capabilities thereof, title to the Property, and that Grantee, in
accepting and recording this Deed, does not rely upon any statement and/or information to
whomever made or given, directly or indirectly, orally or in writing, by any individual, firm or
entity. Accordingly, Grantee agrees that the Property shall be deemed acceptable to Grantee and
the acquisition of the Property shall be on an "as is, where is" basis, with all faults. Grantee further
acknowledges that Grantor would not agree to sell the Property to Purchaser for the price agreed
to between the parties without the disclaimers, agreements and other statements set forth herein.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANTOR MAKES NO
REPRESENTATIONS OR WARRANTIES AS TO THE PHYSICAL CONDITION OF THE
PROPERTY OR THE SUITABILITY THEREOF FOR ANY PURPOSE, INCLUDING THE
LEGALITY AND ENFORCEABILITY OF ANY PROVISIONS THEREIN OR ANY
DEFAULT OR OUTSTANDING OBLIGATION OF ANY PARTY THERETO. GRANTOR
HEREBY EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY
AND/OR FITNESS FOR A PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OR
REPRESENTATIONS AS TO THE PHYSICAL CONDITION OF THE PROPERTY. Grantee
has conducted such due diligence investigations of the Property, including but not limited to, the
physical and environmental conditions thereof, as Grantee deemed or deems necessary or desirable
to satisfy itself as to the condition of the Property and the existence or non-existence or curative
action to be taken with respect to any hazardous materials including, without limitation, lead
products or lead paint on or discharged from the Property, and Grantee has relied solely upon same,
and not upon any information provided by or on behalf of Grantor or its agents or attorneys with
respect thereto, or whether to acquire the Property from Grantor.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its
successors and assigns forever. Grantor does hereby bind itself, and its legal representatives and
successors to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee,
its successors and assigns, against every person whomever lawfully claiming or to claim the same
or any part thereof, when the claim is by, through or under Grantor, subject to the Permitted
Exceptions and the Mineral Reservation, and not otherwise.
[signature page follows]
EXECUTED to be effective as of the day of , 2024.
[SELLER]
D. Alan Meeker, Manager
Exhibit "C" to Contract of Sale and Purchase