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HomeMy WebLinkAboutContract 63233Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 CSC No. 63233 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 ("Purchaser"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and DENA MARIE MAHAFFEY BROWN, JOSEPH DUANE MAHAFFEY, AND JOHN I. MAHAFFEY (collectively, the "Seller"), as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract, approximately 2.00 acres in the J. Wilcox Survey No. 39, Abstract 1728 (Tarrant Appraisal District Account Number 04282183), also known as 6674 Mahafy Street, Fort Worth, Tarrant County, Texas 76135 (the "Land"), as more particularly described in Exhibit "A," attached hereto and incorporated herein 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." (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface of the Property. Section 2. Earnest Monev and Purchase Price. (d) Within ten (10) calendar days after the Effective Date, Purchaser must deliver to the Title Company's escrow agent an Earnest Money deposit of Two Thousand, Five Hundred Dollars and 00/100 ($2,500.00) in cash funds (the "Earnest Money"); however, upon Closing (as hereinafter defined), the Earnest Money shall be applied as a credit toward the Purchase Price (as hereinafter defined). All Earnest Money will be refunded to Purchaser except for Five Hundred Dollars and 00/100 ($500.00), which shall be retained by Seller as Independent Contract Consideration, if (i) Purchaser terminates the Contract prior to expiration of the Contract's Option Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its obligation to close. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract of Sale and Purchase Page- 1 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 (a) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is Two Hundred and Thirty Thousand Dollars and 00/100 ($230,000.00). Section 3. Title Commitment and Survev. (a) Within fourteen (14) calendar days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title, 4217 Camp Bowie Blvd, 3rd Floor, Fort Worth, TX 76107, 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 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 to Purchaser, 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) Purchaser may obtain a survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a current on -the -ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway, (iii) identify any rights -of -way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending thirty (30) calendar days after the later to occur of (i) Purchaser's receipt of the Title Commitment or (ii) Purchaser's receipt of the Survey, in which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the Survey. Purchaser will provide written notice of its Objections to Seller with a copy to the Title Company on or before the expiration of the current Title Review Period. (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 business day after Seller's receipt of Purchaser' s notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement 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 following the end of the Cure Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Property. Contract of Sale and Purchase Page - 2 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 (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 Agreement and are not attributable to actions by Purchaser, 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. Section 4. Due Diligence Documents. Within five (5) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review (i) any and all tests, studies, surveys, 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; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the Property; (iii) any existing surveys of the Property (the "Due Diligence Material"). Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property to make inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall be conducted at Purchaser's sole expense. At the conclusion of the Tests, Purchaser shall repair any damage caused to the Property by Purchaser or its agents, employees, representatives, consultants or contractors in connection with Purchaser's Tests and the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. Purchaser shall keep the Property free and clear of any liens for any such Tests. 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). 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 is a condition precedent to Purchaser's obligations under this Contract: 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 condition precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) Upon written notice to Seller before the end of the Option Period, Purchaser shall have the right to extend the Option Period for one (1) additional period of thirty (30) days. (d) 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 or before thirty-one (31) calendar days after the expiration of the Option Period. Contract of Sale and Purchase Page - 3 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser 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, but containing a reservation of the mineral rights and the reservation of a life estate; (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 Agreement or as Purchaser may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3) below. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or 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. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their respective attorneys' fees. (5) Seller and Purchaser shall each pay one-half of all recording fees and one-half of any other closing costs as set forth by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed Contract of Sale and Purchase Page - 4 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 against the Property for the current year shall only be for the period of time the Property was owned by Seller. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any and all taxes and assessments applicable to the Property up to and including the date of Closing. The provisions of this Section 8(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted Encumbrances. Section 9. Seller's Reuresentations. 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: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or to which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau, or agency or other governmental entity and no such action, suit, proceeding or claim is threatened or asserted; (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no lease, contract or agreement exists relating to the Property or any portion thereof which is not terminable at will or upon not more than 30 days' prior notice except tenant leases; (f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any partthereof, (g) No Regulatory Violations. 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, Contract of Sale and Purchase Page - 5 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending, nor 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; and (h) No Hazardous Materials. To Seller's actual knowledge, without inquiry or investigation: (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. However, Purchaser acknowledges that the septic system located on the Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant to this Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement, 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. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due Diligence documents delivered by Seller and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, 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 Contract of Sale and Purchase Page - 6 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 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 term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, 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. Purchaser shall bear the costs and expenses of obtaining all such approvals, including reasonable attorneys' fees that Seller may incur in connection with reviewing such applications and instruments. Section 11. Agents. Purchaser hereby warrants that Purchaser has not employed or used any broker, finder or agent in connection with this Agreement and the consummation of the transaction contemplated by this Agreement on Purchaser's behalf. Seller hereby warrants to Purchaser that Wayfair Real Estate Advisors, LLC ("Seller's Broker") represents Seller in connection with this Agreement and the consummation of the transaction contemplated by this Agreement on Seller's behalf. Seller shall be solely responsible for all commissions, fees, or other compensation due to Seller's Broker. 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. The "Information About Brokerage Services" form from Seller's Broker is attached hereto and incorporated herein for all purposes as Exhibit "C." Section 12. Closing Documents. No later three (3) business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to 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, or (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. (b) The address of Purchaser under this Contract is: City of Fort Worth Property Management Department 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Austin DeGuire, J.D. Telephone: 817-392-2311 Contract of Sale and Purchase Page - 7 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 With a copy to: Matthew A. Murray City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 Telephone 817-392-7600 (c) The address of Seller under this Contract is: Dena Marie Mahaffey Brown, Joseph Duane Mahaffey, and John I. Mahaffey c/o Barbara Goldwater Mahaffey, as Independent Executor of the Estate of David M. Mahaffey, deceased 10810 Fawn View Houston, Texas 77070 With a copy to: Gregory L. Mahaffey, Trustee of the CVM Family Trust 1804 Cedar Hill Rd Norman, Oklahoma 73072 (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. Section 14. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, and receive the Earnest Money as full liquidated damages (and not as a penalty) for Purchaser's failure to consummate the purchase, whereupon neither party hereto shall have any further rights or obligations hereunder. (b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to: (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; Contract of Sale and Purchase Page - 8 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 (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, or (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement shall survive Closing for a period of twelve (12) months after Closing (the "Survival Period"). 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 assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 18. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the termsof the Contract are to be made in Tarrant County, Texas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 22. Severability. Execution. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. A signature sent on this Contract by facsimile or PDF/e- mail shall constitute an original signature for all purposes. Contract of Sale and Purchase Page - 9 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day f or such performance, as the case may be, shall be the next following regular business day. Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 25. 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 26. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. Section 27. 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 28. 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. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] Contract of Sale and Purchase Page - 10 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8F035191-E7F8-49CA-A15B-55EOF19B5ED1 This Contract is EXECUTED as of the Effective Date. SELLER: DENA MARIE MAHAFFEY BROWN, JOSEPH DUANE MAHAFFEY, AND JOHN I. MAHAFFEY By: 1 w( yU 1 Dena Marie Mahaffey Brown Date: dqlj i By: �Signed by: bSt��t, oua w, Joseph I'�uarie a� Affey Date: 4/19/2025 By: hn I. Mahaffey Date: 1/18���a5 PURCHASER: r CITY OF FORT WORTH, TEXAS D� �� By: f)ana RurghdoffjMay ,�O�S1 CDTj Dana Burghdoff Assistant City _Manager Date: 05/06/2025 ATTEST: �. Jannette S. Goodall City Secretary M&C: 24-1022 Date: November 19, 2024 gaavonp c� f °°R .Sao o %1 k �o Opa �=d — Qa�� nEXA?o4p APPROVED AS TO LEGALITY AND FORM: Matthew Mu -ay (May 2, 202513:45 C[M Matthew A. Murray Assistant City Attorney Contract of Sale and Purchase Mahaffey Family — With Reservation of a Life Estate OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page- 11 - of 26 Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 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. Austin DeGuire, J.D., Land Agent Property Management Department — Real Estate Division By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Alamo Title Name: Title: Date: Contract of Sale and Purchase Page - 12 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 Exhibit A The Land BEING A TRACT OF LAND SITUATED IN THE J. WILCOX SURVEY NO. 39, ABSTRACT NUMBER 1728, TARRANT COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO PAUL GENE MAHAFFEY, RECORDED IN VOLUME 6737, PAGE 1494, DEED RECORDS, TARRANT COUNTY, TEXAS, (D.R.T.C.T.) AND THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO PAUL MAHAFFEY, RECORDED IN VOLUME 3425, PAGE 113, D.R.T.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 3/8 INCH IRON ROD FOUND, FROM WHICH A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" FOUND AT THE COMMON NORTHWEST CORNER OF THE FAMILY CHRISTIAN CENTER OF THE ASSEMBLIES OF GOD INC, RECORDED IN INSTRUMENT NO. D202241611, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, (O.P.R.T.C.T.), AND THE SOUTHWEST CORNER OF A TRACT DESCRIBED AS TRACT 2, TRACT B, IN A DEED TO DAVID M. MAHAFFEY, RECORDED IN INSTRUMENT NO. D219017150, O.P.R.T.C.T., BEARS S 88°38'38" WAT A DISTANCE OF 397.84 FEET, BEING THE COMMON SOUTHWEST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND THE SOUTHEAST CORNER OF THE CALLED 20.9 ACRE TRACT DESCRIBED IN A DEED TO MARK MAHAFFEY AND WIFE, JOSEPHINE MAHAFFEY, RECORDED IN VOLUME 2021, PAGE 604, D.R.T.C.T., ALSO BEING IN THE NORTH LINE OF SAID FAMILY CHRISTIAN CENTER TRACT, AND BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE N 01 021 '22" W ALONG THE COMMON WEST LINE OF SAID PAUL GENE MAHAFFEY TRACT AND AN EAST LINE OF SAID 20.9 ACRE TRACT, A DISTANCE OF 435.60 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON NORTHWEST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND A COMMON SOUTH LINE OF SAID 20.9 ACRE TRACT; THENCE N 88038'38" E, ALONG SAID COMMON SOUTH LINE OF THE 20.9 ACRE TRACT AND THE NORTH LINE OF SAID PAUL GENE MAHAFFEY TRACT, AT A DISTANCE OF 100.00 FEET, PASSING A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON NORTHEAST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND THE NORTHWEST CORNER OF THE CALLED PAUL MAHAFFEY TRACT, AND CONTINUING A TOTAL OF 200.00 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE NORTHEAST CORNER OF SAID PAUL MAHAFFEY TRACT; THENCE S 01 021 '22" E, ALONG THE COMMON EAST LINE OF SAID PAUL MAHAFFEY TRACT AND THE WEST LINE OF THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO CAROL JOE MAHAFFEY, RECORDED IN INSTRUMENT NO. D1 79087692, O.P.R.T.C.T., A DISTANCE OF 435.60 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON SOUTHEAST CORNER OF SAID PAUL MAHAFFEY TRACT AND THE SOUTHWEST CORNER OF SAID CAROL JOE MAHAFFEY TRACT, IN THE AFOREMENTIONED NORTH LINE OF THE FAMILY CHRISTIAN CENTER; THENCE S 88038'38" W, ALONG THE COMMON SOUTH LINE OF SAID PAUL MAHAFFEY TRACT AND THE NORTH LINE OF FAMILY CHRISTIAN CENTER TRACT, A DISTANCE OF 200.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 87,120 SQUARE FEET OR 2.000 ACRES OF LAND. Contract of Sale and Purchase Page - 13 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 Exhibit B Form of Suecial Warrantv 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 Date: Grantor: DENA MARIE MAHAFFEY BROWN, JOSEPH DUANE MAHAFFEY, AND JOHN I. MAHAFFEY Grantor's Mailing Address (including County): Dena Marie Mahaffey Brown, Joseph Duane Mahaffey, and John I. Mahaffey c/o Barbara Goldwater Mahaffey, as Independent Executor of the Estate of David M. Mahaffey, deceased 10810 Fawn View Houston, Harris County, Texas 77070 Grantee: THE CITY OF FORT WORTH, TEXAS A MUNICIPAL CORPORATION Grantee's Mailing Address (including County): The City of Fort Worth 100 Fort Worth Trail Fort Worth, Tarrant County, Texas 76102 Consideration: TEN AND NO/100--- ($10.00) --- DOLLARS and other good and valuable consideration, the receipt of which is hereby acknowledged and confessed Property (including any improvements): BEING A TRACT OF LAND SITUATED IN TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. Reservations from Conveyance: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR Contract of Sale and Purchase Page -14 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING, MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN, ON, AND UNDER THE SUBJECT PROPERTY. B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN AND UNDER THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY. C. FOR GRANTOR AND GRANTOR'S ASSIGNS, A RESERVATION OF THE FULL POSSESSION, BENEFIT, AND USE OF THE PROPERTY FOR THE REMAINDER OF THE LIFE OF JOHN I. MAHAFFEY, AS A LIFE ESTATE, SUBJECT TO THE TERMS OF THE LIFE ESTATE AGREEMENT ATTACHED HERETO AS EXHIBIT "C" AND INCORPORATED HEREIN FOR ALL PURPOSES. Exceptions to Conveyance and Warranty: This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted encumbrances on the attached EXHIBIT `B," attached hereto and incorporated herein for all purposes. Grantor, for the consideration expressed herein and subject only to the Reservations 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 way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, 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 Reservations from Conveyance and the Exceptions to Conveyance and Warranty, This document 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 page follows] Contract of Sale and Purchase Page - 15 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 Cti;ly-mKo 3a DENA MARIE MAHAFFEY BROWN AND JOSEPH DUANE MAHAFFEY LIN Dena Marie Mahaffey Brown Joseph Duane Mahaffey John I. Mahaffey NOTICE: This document affects your legal rights. Read it carefully before signing. (Acknowledgments follow) Contract of Sale and Purchase Page - 16 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on by Dena Marie Mahaffey Brown. [SEAL] Notary Public in and for the State of Texas My commission expires: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on by Joseph Duane Mahaffey. [SEAL] Notary Public in and for the State of Texas My commission expires: STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on by John I. Mahaffey. [SEAL] Notary Public in and for the State of Texas My commission expires: Contract of Sale and Purchase Page - 17 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 ACCEPTED AND AGREED TO: CITY OF FORT WORTH By: Dana Burghdoff Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Matthew A. Murray Assistant City Attorney M&C: 24-1022 Date: November 19, 2024 (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 f►•T17►m Notary Public [SEAL] AFTER RECORDING RETURN TO: CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 100 FORT WORTH TRAIL FORT WORTH, TEXAS 76102 Contract of Sale and Purchase Mahaffey Family — With Reservation of a Life Estate Page - 18 - of 26 Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 EXHIBIT "A" THE PROPERTY BEING A TRACT OF LAND SITUATED IN THE J. WILCOX SURVEY NO. 39, ABSTRACT NUMBER 1728, TARRANT COUNTY, TEXAS, AND BEING ALL OF THAT CERTAIN THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO PAUL GENE MAHAFFEY, RECORDED IN VOLUME 6737, PAGE 1494, DEED RECORDS, TARRANT COUNTY, TEXAS, (D.R.T.C.T.) AND THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO PAUL MAHAFFEY, RECORDED IN VOLUME 3425, PAGE 113, D.R.T.C.T., AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 3/8 INCH IRON ROD FOUND, FROM WHICH A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" FOUND AT THE COMMON NORTHWEST CORNER OF THE FAMILY CHRISTIAN CENTER OF THE ASSEMBLIES OF GOD INC, RECORDED IN INSTRUMENT NO. D202241611, OFFICIAL PUBLIC RECORDS, TARRANT COUNTY, TEXAS, (O.P.R.T.C.T.), AND THE SOUTHWEST CORNER OF A TRACT DESCRIBED AS TRACT 2, TRACT B, IN A DEED TO DAVID M. MAHAFFEY, RECORDED IN INSTRUMENT NO. D219017150, O.P.R.T.C.T., BEARS S 88°38'38" WAT A DISTANCE OF 397.84 FEET, BEING THE COMMON SOUTHWEST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND THE SOUTHEAST CORNER OF THE CALLED 20.9 ACRE TRACT DESCRIBED IN A DEED TO MARK MAHAFFEY AND WIFE, JOSEPHINE MAHAFFEY, RECORDED IN VOLUME 2021, PAGE 604, D.R.T.C.T., ALSO BEING IN THE NORTH LINE OF SAID FAMILY CHRISTIAN CENTER TRACT, AND BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE N 01 021 '22" W ALONG THE COMMON WEST LINE OF SAID PAUL GENE MAHAFFEY TRACT AND AN EAST LINE OF SAID 20.9 ACRE TRACT, A DISTANCE OF 435.60 FEET, TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON NORTHWEST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND A COMMON SOUTH LINE OF SAID 20.9 ACRE TRACT; THENCE N 88038'38" E, ALONG SAID COMMON SOUTH LINE OF THE 20.9 ACRE TRACT AND THE NORTH LINE OF SAID PAUL GENE MAHAFFEY TRACT, AT A DISTANCE OF 100.00 FEET, PASSING A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON NORTHEAST CORNER OF SAID PAUL GENE MAHAFFEY TRACT AND THE NORTHWEST CORNER OF THE CALLED PAUL MAHAFFEY TRACT, AND CONTINUING A TOTAL OF 200.00 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE NORTHEAST CORNER OF SAID PAUL MAHAFFEY TRACT; THENCE S 01 021 '22" E, ALONG THE COMMON EAST LINE OF SAID PAUL MAHAFFEY TRACT AND THE WEST LINE OF THE CALLED 1 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO CAROL JOE MAHAFFEY, RECORDED IN INSTRUMENT NO. D1 79087692, O.P.R.T.C.T., A DISTANCE OF 435.60 FEET TO A 5/8 INCH IRON ROD WITH CAP STAMPED "SHIELD ENGINEERING" SET AT THE COMMON SOUTHEAST CORNER OF SAID PAUL MAHAFFEY TRACT AND THE SOUTHWEST CORNER OF SAID CAROL JOE MAHAFFEY TRACT, IN THE AFOREMENTIONED NORTH LINE OF THE FAMILY CHRISTIAN CENTER; THENCE S 88038'38" W, ALONG THE COMMON SOUTH LINE OF SAID PAUL MAHAFFEY TRACT AND THE NORTH LINE OF FAMILY CHRISTIAN CENTER TRACT, A DISTANCE OF 200.00 FEET TO THE POINT OF BEGINNING AND CONTAINING 87,120 SQUARE FEET OR 2.000 ACRES OF LAND. Contract of Sale and Purchase Page - 19 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 EXHIBIT "B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 20 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 EXHIBIT "C" LIFE ESTATE AGREEMENT Through this Special Warranty Deed Warranty Deed, Dena Marie Mahaffey Brown, Joseph Duane Mahaffey, and John I. Mahaffey (collectively, the "Grantor"), have conveyed to the City of Fort Worth, Texas ("Grantee") a remainder interest in the Property, including all improvements thereon, reserving a life estate in the Property. The life estate terminates upon the death of John I. Mahaffey. Upon the death of John I. Mahaffey, Grantor shall provide written notice of his death to Grantee. Grantor and Grantee wish to enter into this Life Estate Agreement to establish the rights and responsibilities of each with respect to the Property. During the term of the life estate, the Grantor, at its sole expense, shall: a. Maintain the Property in good condition, including (1) the upkeep and repair of improvements to protect the Property from loss of value and damage, (2) routine maintenance such as mowing and landscaping maintenance, snow removal where applicable, painting, termite and other pest prevention, and all other types of routine maintenance, (3) all minor and major repairs and capital improvements, such as roof replacement and mechanical systems repairs and replacements, and (4) all other actions in order to maintain the Property in compliance with all applicable codes, laws, regulations, and ordinances. If the Property is damaged from any cause, the Grantor, at its sole expense, shall repair the damage unless the Grantor and Grantee agree that it is impractical to do so, in which case any insurance proceeds from insurance carried by the Grantor shall be divided between the Grantor and Grantee in accordance with the percentages corresponding to each parties' interest in the Property as of the date of the damage. For purposes of determining the interest of each party, the methodology used to value a remainder interest in U. S. Treasury Regulations § 1.170A-7, or the successor regulation, shall be used; b. Pay before delinquency all real estate taxes and any and all other assessments or impositions against the Property. The Grantor shall deliver to Grantee at the address stated below copies of paid tax and assessments receipts within 45 days after the due date. Without the prior written consent of Grantee, which may be given or withheld in its sole discretion, the Grantor shall not voluntarily or involuntarily defer the payment of taxes or assessments, notwithstanding any statutory or contractual right of the Grantor to do so. C. Pay water and sewer charges, utilities, and all other charges assessed against the Property; d. Insure the Property against fire, vandalism, flood, windstorm, and other hazards and risks through all risk property insurance in accordance with terms to be determined and agreed upon from time to time by the Grantor and Grantee, but no less than 80% of the actual replacement cost of the Property, unless the parties otherwise agree in writing. The Grantor shall provide Grantee with an annual certification that the insurance described above is in effect and that the premiums have been paid. All insurance shall be secured and maintained in a company or companies reasonably satisfactory to Grantee and shall be primary and not contributory to that carried by Grantee. The all-risk property insurance policy shall name Grantee as "an insured as its interest may appear." The Grantor shall secure an appropriate clause in, or an endorsement upon, each policy of insurance, pursuant to which the insurance company waives subrogation and rights of recovery or permits the insured to agree to waive any claim it might have against Grantee. 2. The Grantor shall not, without the prior written consent of Grantee, permit any lien, encumbrance, or mortgage to be placed on the Property and shall not, without the prior written consent of Grantee, permit the amount of any mortgage, encumbrance, or lien now existing to increase. The Grantor Contract of Sale and Purchase Page - 21- of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 shall, on or before each due date, make all payments on any existing mortgage, lien, or encumbrance. By February 15 of each year, the Grantor shall deliver to Grantee a copy of the status of the mortgage, lien, or encumbrance, if any, through December 31 of the prior year. 3. The Grantor has the sole right, during the life of John I. Mahaffey, to occupy the Property and to lease the Property. The Grantor shall consult with Grantee before leasing the Property, and, unless Grantee also signs the lease, the lease term shall automatically end, notwithstanding anything to the contrary in the lease, no later than the end of the month in which the date of the termination of the life estate occurs. The Grantor shall receive all rent from the Property during the life of John I. Mahaffey; Grantee shall receive all rent from the Property from and after the date of death of the Grantor. 4. The Grantor shall consult with Grantee before making material changes to the use of the Property. If the Property is currently occupied by the Grantor, the rental of the Property constitutes a material change in the use of the Property. 5. If the Grantor is no longer able to maintain the Property as required by this Life Estate Agreement, whether due to age, health issues, financial ability, or other reason, or if the Grantor wishes to end its occupancy of the Property and does not wish lease out the Property in accordance with the preceding section, then the Grantor may elect to convey to Grantee the balance of the Grantor's life estate. 6. INDEMNIFICATION OF GRANTEE. GRANTOR SHALL INDEMNIFY GRANTEE AND GRANTEE'S OFFICERS, AGENTS AND EMPLOYEES ("INDEMNITEES") FROM AND AGAINST ANY LOSS, DAMAGE, OR INJURY OF ANY HIND TO ANY PERSON OR PROPERTY ARISING FROM ANY USE OR OCCUPANCY OF THE PROPERTY (OR ANY PART OF THEREOF), OR CAUSED BY ANY DEFECT IN ANY BUILDING, STRUCTURE, IMPROVEMENT, EQUIPMENT, OR FACILITY ON THE PROPERTY OR CAUSED BY OR ARISING FROM ANY ACT OR OMISSION OF GRANTOR, OR ANY OF ITS AGENTS, EMPLOYEES, TENANTS, OR INVITEES, OR BY OR FROM ANY ACCIDENT, FIRE, OR OTHER CASUALTY ON THE PROPERTY, OR BROUGHT ABOUT BY GRANTOR'S FAILURE TO MAINTAIN THE PROPERTY IN A SAFE CONDITION, EVEN IN THE EVENT SUCH LOSS, DAMAGE, INJURY OR CLAIM RESULTS FROM THE ALLEGED NEGLIGENCE OF INDEMNITEES. 7. GRANTEE SHALL NOT BE LIABLE IN ANY MANNER TO GRANTOR, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM, FOR ANY INJURY TO OR DEATH OF PERSONS UNLESS CAUSED SOLELY BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF GRANTEE. IN NO EVENT SHALL GRANTEE BE LIABLE IN ANY MANNER TO GRANTOR OR ANY OTHER PARTY AS THE RESULT OF THE ACTS OR OMISSIONS OF GRANTOR, ITS AGENTS, EMPLOYEES, CONTRACTORS, OR ANY OTHER PARTY, IN CONNECTION WITH THE USE OF THE PROPERTY BY ANY OF THEM. GRANTEE SHALL NOT BE LIABLE FOR ANY LOSS OR THEFT OF OR DAMAGE TO PROPERTY OF GRANTOR, ITS EMPLOYEES, AGENTS, PATRONS, INVITEES, OR TO OTHERS, REGARDLESS OF WHETHER SUCH LOSS OR DAMAGE IS OCCASIONED BY CASUALTY, THEFT, OR ANY OTHER CAUSE OF WHATSOEVER NATURE. 8. Grantee its authorized employees, representatives, and contractors, have the right to: a. Enter the Property from time to time with at least seven days prior written notice to the Grantor to inspect the Property; provided, however, that in the case of an emergency, no notice or only such notice as is appropriate under the circumstances shall be required; and Contract of Sale and Purchase Page - 22 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 b. Make any reasonable repairs that are reasonably necessary to protect its interest in the Property in the event that the Grantor has not made such repairs within a reasonable time after notice from Grantee to the Grantor of the need for same. In such case, and if the repairs are the responsibility of the Grantor under this Agreement, the Grantor shall reimburse Grantee for the full cost of such repairs within 30 days after Grantee delivers to the Grantor copies of invoices for the repairs. 9. The Grantor shall consult with Grantee before making major structural changes or improvements to the Property. The Grantor has the right, after such consultation and at the Grantor's sole cost and expense, to make improvements and alterations to the Property, provided that such improvements do not reduce the value of the Property. 10. The Grantor shall not permit to be foreclosed any mechanic's or materialman's lien or other statutory lien against the Property by reason of work, labor, services, or materials supplied to or at the request of the Grantor. The Grantor shall pay and discharge any such mechanic's or materialman's lien filed against the Property within twenty (20) days after the filing thereof. In no event shall the Grantor have the right, authority, or power to bind Grantee or any interest of Grantee in the Property for any claim for labor or material or for any other charge or expense incurred in the repair, maintenance, construction, or alteration of the Property or the improvements thereon. 11. Whenever any notice is required or permitted hereunder, such notice shall be in writing and shall be deemed to be delivered when actually received or three days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the persons shown below, or at such other addresses as the parties have hereafter specified by written notice. If to the Grantor: Dena Marie Mahaffey Brown, Joseph Duane Mahaffey, and John I. Mahaffey c/o Barbara Goldwater Mahaffey, as Independent Executor of the Estate of David M. Mahaffey, deceased 10810 Fawn View Houston, Texas 77070 With a copy to: Gregory L. Mahaffey, Trustee of the CVM Family Trust 1804 Cedar Hill Rd Norman, Oklahoma 73072 If to Grantee: City of Fort Worth Property Management Department 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Austin DeGuire Telephone: 817-392-2311 Contract of Sale and Purchase Page - 23 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 With a copy to: Matthew A. Murray City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 Telephone 817-392-8864 12. This Life Estate Agreement may be amended only by an instrument in writing executed by both parties, and it shall be binding upon and inure to the benefit of the parties hereto and their respective successors, distributees, heirs, legal representatives, and assigns. In witness whereof, the parties have duly executed this Life Estate Agreement to be effective for all purposes as of the date stated in the introductory paragraph. GRANTOR: DENA MARIE MAHAFFEY BROWN, JOSEPH DUANE MAHAFFEY, AND JOHN I. MAHAFFEY an LN an Dena Marie Mahaffey Brown Joseph Duane Mahaffey John I. Mahaffey NOTICE: This document affects your legal rights. Read it carefully before signing. [signature page continues] Contract of Sale and Purchase Page - 24 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8FO35191-E7F8-49CA-A15B-55EOF19B5ED1 ACCEPTED AND AGREED TO: CITY OF FORT WORTH Dana Burghdoff Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Matthew A. Murray Assistant City Attorney M&C: 24-1022 Date: November 19th, 2024 Contract of Sale and Purchase Mahaffey Family — With Reservation of a Life Estate Page - 25 - of 26 Docusign Envelope ID: 8F035191-E7F8-49CA-A15B-55EOF19B5ED1 Exhibit C Information About Brokerage Services [follows] Contract of Sale and Purchase Page - 26 - of 26 Mahaffey Family — With Reservation of a Life Estate Docusign Envelope ID: 8F035191-E7F8-49CA-A15B-55EOF19B5ED1 Information About Brokerage er"ce Texas low regukes ail real estate license holders to give the follawing Information about ' EC brokerage services to prospective buyers, tenants, sellers and landlords. snow TYRES OF REAL ESTATE UCENSE HOLDERS: + A BROKER is responsible fur all brokerage activities, including acts performed by 5aie5 agents sponsored by the broker. + A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKEWS MINIMUM DUTIES REQUIRED BY LAW IA client is the person or party that the broker represents): • put the interests of the client above all uther5, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE 14OLDEFI CAN REPRESENT A PARTY IN A REAL ESTATE TRANSAC110114: AS AGENT FOR OWNER (SELLER LANOLORO: The broker becomes the property owner'5 agent through an agreement with the owner, usually in a written listing to Sell or property management agreement. An owner's agent must perform the bral€er's minimum duties above and must inform the Owner of any material infur!nation about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement_ A buyer's agent must perf-orm the brokers minimum duties above and must inform the buyer of any material information about the property yr transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. A5 AGENT FOR 60-M - INTERMEDIARY: To act as an intermediary between the parties the broker must first -obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in cunspicuflus bold of underlined printr set forth the broker's obllgatiuns a5 an intermediary. A brukerwho acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint. a dif€erent license holder associated with the broker to each party downer and buyer) to communicate withr pr-ovide apinion5 and advice to, and carry out.the instructions of each partyto the transaction. • Must not, unless specifically authorized in writing to do so by the party, disclose o that the owner will acrept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidentia.1 information or any other information that a party specifically instructs the broker in writing not to disc€aye, unless required to do so by law_ AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer_ A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first, TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A 8ROKER SHOULD BE IN IA R TING AN CLEARLY ESTABLISH: • The broker's duties and responsibilities to your and your obligations under the representation agreement. • Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice i5 being provided far information purposes. It does not create an obligation for you to use the broker's services, Please acknowledge receipt of this notice below and retain a copy for y-our records. WaypointAeai Estate Advisors. LLC_ 702535 jakagwaypoint-red.com 617-505-589 Licensed $raker/Broker Firm Name or License No. Ernai€ Phone Primary Assumed Business Name .Jake McCoy 70 jake@vvaypoint-red.com Designated Brokeruf Firm License No. Email phone Derek Anthony 0677154 derek waypoint-red.com 8179915072 Licensed Supervisor of Sales Agent/ License No. Email phone Assuriate Sales Agent/Assatiate's fame License No. Email phone J 4/19/2025 BuyerlTenantlBellerlLandlord Initials Date Regulated by the Texas Real Estate Comni sion Information available at www.trec.tesaLgav IAB 1-0