HomeMy WebLinkAboutContract 63441CSC No. 63441
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and
between the YELLOW DOOR RENOVATIONS, LLC ("Purchaser"), a Texas limited liability
company, and the CITY OF FORT WORTH ("Seller"), a home -rule municipal corporation of the State
of Texas, acting by and through its duly authorized Assistant City Manager, as of the date on which this
Contract is executed by the last to sign of Seller and Purchaser ("Effective Date").
RECITALS
WHEREAS Seller is the owner of a certain property described as Lot 12, Block 5 of Hill -Crest
Addition, an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Volume 388,
Page 17 of the Plat Records of Tarrant County, Texas and also known as 2220 Carleton Avenue, Fort
Worth, Tarrant County, Texas 76107 (Tarrant Appraisal District Account No. 01274422); and
WHEREAS Section 253.014 of the Texas Local Government Code allows a municipality to sell
its property by contracting with a broker, provided that the property is listed with a multiple -listing
service for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash
offer; and
WHEREAS the Seller contracted with Reflect Real Estate, LLC, a licensed broker, and, on or
about November 30, 2024, the property located at 2220 Carleton Avenue was listed for $100,000.00;
and
WHEREAS the Purchaser submitted the highest cash offer in the amount of Two Hundred Eleven
Thousand Five Hundred Dollars and No/100 ($211,500.00).
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept
from Seller, on and subject to the terms and conditions set forth in this Contract, the real property
described as Lot 12, Block 5 of Hill -Crest Addition, an addition to the City of Fort Worth, Tarrant
County, Texas as recorded in Volume 388, Page 17 of the Plat Records of Tarrant County, Texas and
also known as 2220 Carleton Avenue, Fort Worth, Tarrant County, Texas 76107 (Tarrant Appraisal
District Account No. 01274422) (the "Land"), as more particularly described in Exhibit "A." attached
hereto and incorporated herein for all purposes, together with all of Seller's rights, titles and interests, if
any, in and to (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores
between the Land and all abutting properties; (iii) any land lying in the bed of any street, road or access
way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street,
road or access way; and (iv) all licenses, interests, and rights appurtenant to the Land. The Land and
Items (i)-(iv) 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
OFFICIAL RECORD
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CITY SECRETARY
2220 Carleton Avenue FT. WORTH, TX
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 shall retain and reserve from the
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 (collectively "Minerals") in, on, or under the Land;
provided, however, Seller shall waive and relinquish access to any use of the surface oftheProperty.
The waiver of surface rights by Seller shall never be construed to prevent Seller, or Seller's heirs,
successors or assigns, from developing or producing the Minerals in, on and under the Property by
pooling or by directional drilling under the Property from well sites located on tracts outside the Property.
Section 2. Earnest Monev, Purchase Price, and Independent Consideration.
(a) Within five (5) calendar days after the Effective Date, Purchaser must deliver to the
Title Company as escrow agent an Earnest Money deposit of Two Thousand One Hundred Fifteen
Dollars and No/100 ($2,115.00) 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 (i) refunded to Purchaser if Purchaser terminates the
Contract prior to the expiration of the Option Period (hereinafter defined) or (ii) paid to Seller if
Purchaser does not terminate and the Earnest Money is payable to Seller pursuant to Section 14(a) of this
Contract.
(b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller
at Closing, is Two Hundred Eleven Thousand Five Hundred Dollars and No/100 ($211,500.00) to be
paid in cash at Closing.
(c) Contemporaneously with the Effective Date hereof, Purchaser shall deliver to Seller a
check in the amount of One Hundred and 00/ 100 Dollars ($100.00) ("Independent Consideration"), which
amount the parties bargained for and agreed to as consideration for Seller's execution and delivery of this
Contract. This Independent Consideration is in addition to and independent of any other consideration
or payment provided in this Contract, is non-refundable and shall be retained by Seller notwithstanding
any other provisions of this Contract. If the transaction set forth in this Contract closes, Purchaser shall
receive a credit against the Purchase Price in the amount of the Independent Consideration.
Section 3. Title Commitment and Survev.
(a) Within ten (10) calendar days after the Effective Date, Purchaser shall obtain, at
Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from
McKnight Title Company (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. If obtained by Purchaser, 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.
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(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and ending ten (10) calendar days after Purchaser's receipt of the Title Commitment in
which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown
on the Title Commitment 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 (10"') 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 (5th) 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.
(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 ten (10) calendar days after the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review, to the extent in Seller's possession or reasonable
control, (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. During the Option Period (hereinafter defined) 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 (collectively
"Purchaser's Agents") 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. Purchaser shall
indemnify and hold Seller harmless from and against all losses, claims, costs, damages and
liabilities arising out of or in connection with any entry upon the Property by Purchaser and
Purchaser's Agents, and their respective agents, employees and contractors. Notwithstanding
anything to the contrary in this Contract, Purchaser's obligation to repair damages to the Property
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and to indemnify Seller pursuant to this Section (collectively the "Surviving Obligations") will
survive the termination of this Contract and shall survive Closing. 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 thirty (30)
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 except the Surviving Obligations.
(c) 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 (30) calendar days
after the expiration 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 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, the reservation of a permanent
drainage facility easement, and subject to certain conditions and a
repurchase right in favor of Seller;
(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
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(iv) Any other instrument or document reasonably 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 as provided in this
Contract.
(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, subject to the
delivery to Title Company of a survey of the Property approved by the Title Company,
and the payment of the appliable premium by Purchaser, 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, but not those taxes or assessments for
prior years because of an exemption granted to a previous owner of the property under
Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous
tax year";
(4) Purchaser shall each pay all escrow fees charges by the Title Company. All
recording fees and any other closing costs as set forth by the Title Company shall be
paid the Purchaser.
(b) Seller qualifies 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 only be for the period of time the Property was owned by
Purchaser. As soon as the amount of taxes and assessments on the Property for the current year is
known, Purchaser shall be responsible for any and all taxes and assessments applicable to the Property
on and after 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 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:
(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
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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. To the best of Seller's actual knowledge, except as otherwise
disclosed in the Title Commitment or disclosed to Purchaser during the Option Period,
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 part thereof;
(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,
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, except as disclosed by the Due Diligence Material: (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
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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.
PURCHASER IS RELYING ON PURCHASER'S OWN DUE DILIGENCE INVESTIGATION
IN MAKING ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED ON
ANY REPRESENTATIONS OR WARRANTIES OF SELLER OR ANYONE ACTING ON
BEHALF OF SELLER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF
SELLER EXPRESSLY SET FORTH IN THIS CONTRACT. EXCEPT AS SET FORTH IN THE
DEED AND IN THIS CONTRACT, THE PROPERTY IS BEING SOLD "AS IS" AND
WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER
MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER THE PROPERTY IS
IN VIOLATION OF ANY CITY, STATE OR FEDERAL LAWS, RULES, CODES, ORDERS,
REGULATIONS OR ORDINANCES (COLLECTIVELY CALLED "LAWS"), INCLUDING,
WITHOUT LIMITATION, ANY LAWS RELATING TO THE ENVIRONMENTAL
CONDITION OF THE PROPERTY. THIS PROVISION SHALL SURVIVE THE CLOSING
AND SHALL BE INCLUDED IN THE DEED.
Section 10. Seller's Covenants.
(a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due
Diligence Material 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. Otherwise, Seller
provides no warranty as to the accuracy or completeness of the Due Diligence Material.
(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; (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 Contract, Seller will
cooperate with Purchaser in such manner and at such times as Purchaser may reasonably
request in obtaining subdivision, zoning or rezoning, site plan development, building permit
and other approvals required for Purchaser's proposed use, including without limitation,
signing such applications for such approvals and other instruments as may be required
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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, and Seller shall bear no cost or incur any liability in connection
with such cooperation.
Section 11. Broker. Seller and Purchaser each represents to the other that it has had no dealings,
negotiations, or consultations with any broker, representative, employee, agent or other intermediary in
connection with the sale of the Property, other than REFLECT Real Estate ("Seller's Broker"). Seller
shall pay a commission to Seller's Broker pursuant to a separate written agreement between Seller and
Seller's Broker.
Section 12. Closing Documents. No later three (3) business days prior to the Closing, Seller shall
deliver to Purchaser copies of the closing documents described in Section 8(a)(i) for Purchaser's review.
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:
Yellow Door Renovations, LLC
424 Meadow Hill Road
Fort Worth, TX 76108
(c) The address of Seller under this Contract is:
City of Fort Worth
Property Management Department
100 Fort Worth Trail, IOth Floor
Fort Worth, Texas 76102
Attn: Andrea McIntosh
Telephone: 817-3 92-625 3
With a copy to:
City Attorney's Office
100 Fort Worth Trail
Fort Worth, Texas 76102
Telephone 817-392-7600
(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.
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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 (except as provided
below), 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 receive a refund of the Earnest Money, and neither party hereto shall
have any further rights or obligations hereunder, except the Surviving
Obligations;
(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 two (2) 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 one (1) month 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.
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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.
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. Counteruarts. 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.
[signature page follows]
Contract of Sale and Purchase Page -10 - of 35
2220 Carleton Avenue
This Contract is EXECUTED as of the Effective Date.
SELLER:
CITY OF FORT WORTH, TEXAS
By: cv
Jesica McEachern,
Assistant City Manager
Date: 06/12/2025
PURCHASER:
YELLOW DOOR RENOVATIONS, LLC
BY: Timothy Germany(Jun 10, 202507:04 PDT)
Timothy Germany
President
Date: 06/10/2025
nupIl
O
ATTEST: owe g:o
dPp*eo ooe*�d
b .,ems °aaaIl�X6sa4
Jannette S. Goodall
City Secretary
M&C: 25-0361
Date: April 22, 2025
APPROVED AS TO LEGALITY AND FORM:
4(UL vac
Le ie P.nt (Jun 10, 202515'.50 CDT)
Leslie Hunt
Senior Assistant City Attorney
By: J�y(Jun 10, 202509:20 CDT)
•77 Jennifer Germany
Manager
Date: 06/10/2025
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.
Andrea McIntosh, Land Agent
Property Management Department — Real Estate Division OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract of Sale and Purchase Page- 11 - of 35
2220 Carleton Avenue
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY: McKnight Title Company
By:
Name:
Title:
Date:
Contract of Sale and Purchase Page -12 - of 35
2220 Carleton Avenue
Exhibit A
The Land
Lot 12, Block 5 of Hill -Crest Addition, an addition to the City of Fort Worth, Tarrant County, Texas as
recorded in Volume 388, Page 17 of the Plat Records of Tarrant County, Texas and also known as 2220
Carleton Avenue, Fort Worth, Tarrant County, Texas 76107 (Tarrant Appraisal District Account No.
01274422)
Contract of Sale and Purchase Page -13 - of 35
2220 Carleton Avenue
Exhibit B
Form of Special Warrantv Deed
SPECIAL WARRANTY DEED
STATE OF TEXAS §
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF TARRANT §
THAT, subject to the conditions and limitations set forth below (the "Conditions"), the CITY OF
FORT WORTH, a home -rule municipal corporation of the State of Texas ("Grantor"), whose address for
the purposes hereof is 100 Fort Worth Trail, Fort Worth, Texas 76102, Attn: City Manager, for and in
consideration of the furtherance of Grantor's public purposes and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED,
BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and
CONVEY unto YELLOW DOOR RENOVATIONS, LLC, a Texas limited liability company
("Grantee"), whose address for the purposes hereof is 424 Meadow Hill Road, Fort Worth, Texas 76108,
Attn: Tim Germany, those certain tracts or parcels of land located in Tarrant County, Texas, and being more
particularly described and depicted in Exhibit "A," attached hereto and incorporated herein by this reference
for all purposes, together with all and singular the improvements, buildings, structures and fixtures located
thereon or attached thereto (all of such land, improvements and property are collectively referred to herein
as the "Pronertv"); provided, however, that this conveyance is made and accepted subject to ad valorem
taxes for the current year and all those certain easements, covenants, restrictions and other matters of record
in Tarrant County, Texas, on the date hereof, to the extent the same are valid and subsisting and affect the
Property (the "Permitted Exceptions").
This Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by
Grantee subject to a reservation of minerals by Grantor as hereinafter set forth in this paragraph. Grantor
hereby reserves and excepts out of this Deed and the conveyance hereinabove set forth all of Grantor's
existing interest in and to any and all oil, gas and other minerals on, in or under the Property (the "Reserved
Interest"). The Reserved Interest in and to the minerals shall (a) participate, in its proportionate share, in
any and all payments due under any oil, gas and mineral leases covering the Property, including, without
limitation, payments of bonus, royalty, delay rentals and shut-in royalties, and (b) be subject to the terms,
provisions and conditions of any presently existing oil, gas and mineral leases now or hereafter covering
the Property or any portion thereof. Notwithstanding participation of the Reserved Interest in any payments
due under any oil, gas and mineral lease, Grantor waives all right of ingress and egress upon the surface of
the Property and further waives all right which Grantor may now or hereafter have to use the surface of the
Property in connection with any operations for the exploration or production of oil, gas or other minerals.
Nothing herein contained shall ever be construed to prevent the Grantor, or Grantor's 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, provided that
any such pooling or directional drilling under the Property does not conflict with the Conditions contained
herein.
Grantor does further hereby reserve and except from the Property conveyed hereby the following
described underground drainage facility easement ("Drainage Facilitv Easement Reservation") which:
(i) is intended to be, and shall be, construed as a covenant running with the Property for the benefit of the
public; (ii) shall include and reserve all incidental rights necessary for the use and enjoyment of the reserved
easement for its intended purpose; (iii) shall be exercised in compliance with all applicable laws and
Contract of Sale and Purchase Page -14 - of 35
2220 Carleton Avenue
permits, approvals, codes, and requirements of all applicable governmental authorities; (iv) shall be for the
benefit and use of the public; and (v) shall not permit aboveground attachments, equipment, or
appurtenances without the consent of Grantee, such consent not to be unreasonably withheld.
In accordance with the terms of the forgoing Drainage Facility Easement Reservation, Grantor
hereby reserves one (1) permanent, non-exclusive easement for underground drainage purposes
("Drainage Facilitv Easement"), as depicted on Exhibit "B," attached hereto and incorporated by
reference for all purposes, under, through, and across the Property as necessary for the maintenance, repair,
or replacement of the existing or any future storm drain pipe beneath the Property, together with the right
of ingress and egress over, upon, under and across the Property to said Drainage Facility Easement. Said
Drainage Facility Easement may be used for any and all underground drainage facilities serving the public.
Grantee hereby releases the Grantor, its officers, agents, and employees from any and all
claims and liability resulting from the Drainage Facility Easement, whether such claims are for injury
or death to any person or damages to or taking of the Property, arising out of or in connection with
the Drainage Facility Easement.
Grantor and Grantee further agree that they shall cooperate fully with one another to execute any
and all supplementary documents and to take all additional actions which may be reasonably necessary or
appropriate to give full force and effect to the terms and intent of this Drainage Facility Easement
Reservation, including by, without limitation, considering in good faith and promptly (within one year)
definitively responding to any requests by either for a relocation or adjustment of the location, alignment,
or width of any of the reserved easement.
Grantee acknowledges that Grantee has independently and personally inspected the Property. The
Property is hereby conveyed to and accepted by Grantee in its present condition, "AS IS," WITH ALL
FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.
Notwithstanding anything contained herein to the contrary, it is understood and agreed that Grantor and
Grantor's agents or employees have never made and are not now making, and they specifically disclaim,
any warranties, representations or guaranties of any kind or character, express or implied, oral or written,
with respect to the Property, including, but not limited to, warranties, representations or guaranties as to
(a) matters of title (other than Grantor's warranty of title set forth herein), (b) environmental matters relating
to the Property or any portion thereof, including, without limitation, the presence of hazardous materials in,
on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation,
subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the
withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) the
extent to which the Property or any portion thereof is affected by any stream (surface or underground), body
of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (f) soil
conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or
susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species
or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the
Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any
portion thereof including, without limitation, water, sewage, gas and electric, 0) usages of adjoining
property, (k) access to the Property or any portion thereof, (1) the value, compliance with the plans and
specifications, size, location, age, use, design, quality, description, suitability, structural integrity,
operation, title to, or physical or financial condition of the Property or any portion thereof, or any income,
expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any
part thereof, (m) the condition or use of the Property or compliance of the Property with any or all federal,
state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other
similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or
landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further
Contract of Sale and Purchase Page -15 - of 35
2220 Carleton Avenue
development of the Property, (q) the merchantability of the Property or fitness of the Property for any
particular purpose, (r) the truth, accuracy or completeness of any diligence items provided by Grantor,
(s) tax consequences, or (t) any other matter or thing with respect to the Property. GRANTOR MAKES
NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO GRANTEE, INCLUDING,
WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, OR THEIR
SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY, AND
GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING
WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL
PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL WARRANTY
DEED AND SHALL SURVIVE CLOSING.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its successors and assigns forever, subject to the
Conditions (as hereafter defined); and Grantor does hereby bind itself, its successors and assigns to
WARRANT AND FOREVER DEFEND all and singular the title to the Property unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the Property or any
part thereof, by, through or under Grantor, but not otherwise; subject, however, to the Permitted Exceptions,
the Drainage Facility Easement Reservation, and the Conditions.
This conveyance is made subject, however, to the following additional conditions and limitations
(collectively, the "Conditions"):
(i) Grantee shall commence, or cause to be commenced: (a) the new construction of a single
family residential structure or elevation of the existing residential structure on each lot
included within the Property; or (b) the demolition of the existing residential structure and
the establishment of open, greenspace on each lot included within the Property (the
"Project") in accordance with that certain set of plans and specifications entitled Arlington
Heights Design Standards and Guidelines for Redevelopment prepared by the City of Fort
Worth's Stormwater Management Division (the "Design Standards and Guidelines"),
attached hereto as Exhibit "C." or, in accordance with any changes to the Design Standards
and Guidelines that may be approved in writing by Grantor. Grantee shall commence the
Project upon purchase of the property, and shall diligently and continuously pursue
completion, or cause the completion, of the Project so that the single-family residential
structures can be habitable as soon as practicable thereafter but in no event later than forty-
eight (48) months from the date that this Special Warranty Deed is recorded in the Official
Real Property Records of Tarrant County, Texas; or, alternatively, Grantee shall
commence, or cause to be commenced, the demolition of the existing residential structure
and the establishment of open, greenspace no later than twenty-four (24) months from the
date that this Special Warranty Deed is recorded in the Official Real Property Records of
Tarrant County, Texas; and
(ii) Grantee shall ensure that the Project is completed in accordance with all applicable federal,
state, and local laws, statutes, ordinances, codes, and regulations, including the City of Fort
Worth's Historic Preservation Ordinance; and
(iii) Grantee shall obtain, at no cost to Grantor, all permits, approvals, map revisions, and other
authorizations from all applicable governmental authorities and agencies as may be
necessary or appropriate for the completion of the Project; and
Contract of Sale and Purchase Page -16 - of 35
2220 Carleton Avenue
(iv) Until the completion of the Project, Grantor shall have the right to enter upon the Property,
at reasonable times and with reasonable notice, for the purpose of inspecting the Property
to ensure compliance with the Conditions; and
(v) Until the completion of the Project, Grantee shall, no less than once every six months,
submit a report to Grantor documenting the progress of the Project and Grantee's adherence
to the Conditions; and
(vi) Grantee shall ensure that any subsequent conveyance or lease of the Property from Grantee
references and incorporates the Conditions contained herein and includes a notice, in
accordance with the form attached hereto as Exhibit "D," that the Property is located in an
area that, even though not located in a FEMA identified floodplain, has been subject to
recurring flooding in the past, should be considered flood -prone, and remains at risk of
severe flooding that may cause damage to structures, vehicles, landscaping, fencing, and
other improvements.
(vii) Grantee shall ensure that any residential structure constructed or redeveloped on the
Property is elevated at least two (2) feet above the 100-year non-FEMA base flood
elevation and constructed or redeveloped in accordance with the Design Standards and
Guidelines.
(viii) Grantee shall maintain or replace any existing fencing on the Property in the same type,
style, material, location, alignment, and overland flow hydraulic characteristics.
(ix) Grantee shall not grade the Property in any manner that would create or intensity flooding
on neighboring properties.
(x) If (a) Grantee fails to cause completion of the Project so that the single-family residential
structures can be habitable on or before the date specified in the above Conditions or such
other date agreed to by Grantor and Grantee in writing; or (b) Grantee fails to demolish the
existing residential structure and the establish open, greenspace on or before the date
specified in the above Conditions or such other date agreed to by Grantor and Grantee in
writing; or (c) following completion of the Project, the Property is not maintained in
accordance with the Conditions, then any such event shall be considered an Event of
Default. Grantor may give written notice to Grantee of any Event of Default, and, if such
Event of Default is not cured within ninety (90) days of written notice from Grantor,
Grantee agrees that Grantor shall have an option and first right of refusal to purchase the
Property from Grantee for Ten Dollars ($10.00) ("Repurchase Right"). The Repurchase
Right and interest is expressly reserved by Grantor from the conveyance set forth herein.
Grantor shall have the right to exercise its Repurchase Right by delivering written notice
to Grantee at any time following the expiration of the 90-day cure period described in this
paragraph and, within sixty (60) days of such written notice, Grantee will convey the
Property to Grantor for Ten Dollars ($10.00).
Grantee assumes, and agrees that Grantor shall have no liability or obligation to pay, taxes for the
remainder of the year after the Effective Date of this conveyance to Grantee and subsequent years in respect
of the Property, unless and until Grantor exercises the Repurchase Right to purchase the Property from
Contract of Sale and Purchase Page -17 - of 35
2220 Carleton Avenue
Grantee and the repurchase deed is delivered by Grantee to Grantor.
The Repurchase Right and all other rights retained or reserved by Grantor in this Special Warranty
Deed shall be the property of and shall inure to the benefit of Grantor, its successors and assigns, and are
not appurtenant to any tract of real property owned by Grantor.
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.
EXECUTED to be effective as of this day of 92025
[SIGNATURE PAGE FOLLOWS]
Contract of Sale and Purchase Page -18 - of 35
2220 Carleton Avenue
GRANTOR: THE CITY OF FORT WORTH
By:
Name: Jesica McEachern
Title: Assistant City Manager
Attest:
Jannette S. Goodall
City Secretary
M&C: 25-0361
Date: April 22, 2025
APPROVED AS TO LEGALITY AND FORM
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this the date of
, 2025 by Jesica McEachern, Assistant City Manager of the City
of Fort Worth, a Texas home -rule municipal corporation on behalf of said City of Fort Worth.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
Contract of Sale and Purchase Page -19 - of 35
2220 Carleton Avenue
GRANTEE: YELLOW DOOR RENOVATIONS, LLC
By: By:
Name: Name:
Title: Title:
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was ACKNOWLEDGED before me on 2025 by
, of Yellow Door Renovations,
LLC, a Texas limited liability company, on behalf of said entity.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
(Acknowledgment)
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was ACKNOWLEDGED before me on 2025 by
of Yellow Door Renovations,
LLC, a Texas limited liability company, on behalf of said entity.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
AFTER RECORDING RETURN TO:
CITY OF FORT WORTH
c/o Property Management Dept.
100 Fort Worth Trail, IOth Floor
Fort Worth, Texas 76102
Contract of Sale and Purchase Page - 20 - of 35
2220 Carleton Avenue
EXHIBIT "A" TO SPECIAL WARRANTY DEED
THE PROPERTY
Lot 12, Block 5 of Hill -Crest Addition, an addition to the City of Fort Worth, Tarrant County, Texas as
recorded in Volume 388, Page 17 of the Plat Records of Tarrant County, Texas and also known as 2220
Carleton Avenue, Fort Worth, Tarrant County, Texas 76107 (Tarrant Appraisal District Account No.
01274422)
Contract of Sale and Purchase Page - 21 - of 35
2220 Carleton Avenue
EXHIBIT `B" TO SPECIAL WARRANTY DEED
DRAINAGE FACILITY EASEMENT
Contract of Sale and Purchase Page - 22 - of 35
2220 Carleton Avenue
EXHUBIT `°A"
DRALNAGE FACILITY EASEMENT
Part of Lot 12, Block 5, Hill Crest Addition
2220 Carleton Avenue
Barnett Hollingsworth San-ey, Abstract No. 796
City of Fort Worth., Tarrant County, Texas
DESCREMON of a 1,612 mpiare fret (0-037 acre) tract of land situated in the Barnett
Hollingsworth Surrey, Abstract No- 796, City of Fart Worth, Tarrant County, Texas; said tract
being part of Lot 12, Block 5, Hill Crest Addition, an ack ition to the City of Fort Worth
according to the plat recorded in Volume 399, Page 17 of the Plat Records, Tarrant County,
Texas; said 1,612 square feet (0-037 acre) tract being more particularly described by metes and
bounds as. follows (bearing System for this s=ey is based on the Texas {coordinate System of
1983 (2011 adjustnant), North Central Zone 4202, based on observations made an September
24, 2024 with a combined scale factor of 1.00012);
BEGENNING at the northwest omwz of Lot 12, being the southwest corner of Lot 11, Bloch 5,
said Hill Crest Addytion, and being m the east line of am existing 15 Root Alley, from said point
the southwest corner of said Lot 12, bears S 00°04'09" W, a distance of 50-DO feet;
THENCE S 99F°55 `51'E, along the north line of said Lot 12 and the south line of Lot 11, a
distance of 31.77 feet, to a point for comer;
THENCE S 19°09'47"E, departing said north line of Lot 12 and the south line of said Lot 11, a
distance of 52.96 feet to a point for comer in the south line of said Lot 12 and the north line of
Lot 13, Block 5, said Hill Crest Addition;
THENCE N g91° 5 T 51"V, along the south line of said Lot 12 and the north line of said Lot 13, a
distance of 31-77 feet] to a point far corner;
THENCE N W09347-W, departing said ,outh line of Lot 12 and the north iine of said Lot 13. a
distance of 52.96 feet to the Po T O F B E GE iNmG;
C ONT-U14I 1G: 1,612 square feet or 0-037 acres of land, more or less.
(A survey plat of even nrrvey date herewith accompanies this description)
The undersigned, Reg utered Professional Land Sum yor, hereby certifies that the foregoing
description accurately sets out the metes and bounds of the easement tract described-
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Contract of Sale and Purchase Page - 23 - of 35
2220 Carleton Avenue
Lot 28, SWck 5 I ;
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Exhibit of a
Drainage Facility Easement
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Cite of Fort Worth. Torr-ont C(>wnty, Tekos
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EXHIBIT "C" TO SPECIAL WARRANTY DEED
DESIGN STANDARDS AND GUIDELINES
Arlington Heights Design Standards and Guidelines for Redevelopment
The City of Fort Worth is ready to guide the buyers on permitting, review, and approval of their
redevelopment plans. This document provides the path for successful redevelopment and outlines the
redevelopment requirements that will be required after the properties are purchased.
Development of the properties must comply with all applicable federal, state, and local laws, statutes,
ordinances, codes, and regulations and all applicable City development, criteria, review, and permitting
procedures. Given the uniqueness of the proposed development, some important aspects of the development
review process are listed below:
• A pre -development meeting with the City is required to be held before moving forward with the
development to ensure both the buyer and City are all on the same page regarding permitting and
review based on the conditions, standards and guidelines in the Arlington Heights Design
Standards and Guidelines for Redevelopment.
• A concept plan, or site plan, and lot grading plan showing existing and proposed grades must be
submitted for review and approval. Lot grading plans shall be sealed by a professional engineer
licensed by the State of Texas.
• Upon completion of the development or redevelopment activity, an as -built survey shall be
submitted by the buyer in order to show conformance with the approved plans. The as -built plan
shall be sealed by a professional engineer or land surveyor licensed by the State of Texas.
• Due to the flood prone nature of the area and to mitigate the risk of adverse impacts to nearby
properties from the project:
o Engineering evaluations must be performed to show that the development will not
increase flood risk to surrounding properties and structures. Before any demolition,
development, or redevelopment activity occurs, a completed City Flood Risk Area
(CFRA) certificate prepared and sealed by a professional engineer licensed by the State
of Texas must be provided;
o Lot grading cannot significantly change from existing conditions;
o Existing site conditions, grades, elevations, and overland flow characteristics shall be
maintained in order to avoid aggravating flooding or drainage issues; and
o Any additional impervious cover to the overall development footprint must be mitigated.
All requests for permits, plans, and study review must be submitted and paid for following the
current Fort Worth development review and approval process. Required documentation shall be
submitted with initial building permit applications. If the proposed use of the property would not
require any building permit applications, then all required documents shall be submitted as part of
a floodplain development permit instead. No demolition, grading, or construction shall be
performed until after the required documents are reviewed and approved.
Contract of Sale and Purchase Page - 25 - of 35
2220 Carleton Avenue
Each existing home or redeveloped home must be elevated at least two feet above the 100-year
non-FEMA base flood elevation. Elevation Certificates will be required for each of the completed
homes to show the lowest floor and any equipment serving the homes (such as air conditioners) are
elevated at least two feet above the 100-year non-FEMA base flood elevation. The Elevation
Certificate must be completed using the latest FEMA Elevation Certificate form by a registered
public land surveyor or professional engineer and submitted within sixty (60) days after completion
of construction. If currently discussed updates to the permitting process take effect, the buyer will
pay $2,000.00 to the City through the development permitting process and the City will obtain the
Elevation Certificate and provide a copy of the certificate to the buyer upon completion. If the
permitting process updates have not taken effect, the buyer will obtain their own development
certificate and submit to the City.
To ensure existing conditions will be maintained in the future, no re -platting of the Properties will
be considered.
Past engineering studies and models of the area are available upon request by emailing:
SDSaTortWorthTexas. Gov
FENCING
Existing side and rear yard fencing must remain in place or be reconstructed in the same location, alignment,
type, style, material, and hydraulic characteristics. Fencing may be relocated to more accurately reflect the
existing property boundaries.
DESIGN PRINCIPLES OF NEW CONSTRUCTION
The properties should be redeveloped in accordance with the prevailing architectural style and residential
nature of the surrounding historic community. The following design principles will be followed:
Zoning - maintain current zoning of A5/Single Family. No taller than two stories or a maximum of thirty-
five (35) feet. No duplexes, urban residential or apartments.
o Note: If the buyer chooses to elevate the existing duplex structure at 2201/2203 Western Avenue,
that home may remain as a duplex. If the duplex is demolished and rebuilt, it will be required to
be a single-family home.
Setbacks - no zero -lot line development. As much as possible, observe existing front, rear and side yard
building setbacks. The City may consider flexibility on front yard setbacks for porches and steps.
o Align porch and front facing walls of structure with adjacent historic structures or use the average
setback of structures on the block.
Scale - follow established scale of existing historic homes along the block face (for example, no
McMansions).
o The overall scale of new construction must be consistent with that of adjacent structures. In
residential areas, the height and scale of new construction should generally not exceed that of
adjacent structures by more than one story with no home being taller than two stories.
Facades - Brick, wood or fiber/cement board only, to be consistent with character of the traditional
neighborhood.
Garages/driveways - locate garages or carports at rear of lots to reflect traditional placement of accessory
structures within the neighborhood; no front facing garages or garage doors. No carports or large parking
aprons in front of home.
Contract of Sale and Purchase Page - 26 - of 35
2220 Carleton Avenue
Windows - maintain traditional fenestration window patterns and details; avoid the two-dimensional
appearance of low-cost windows. Materials for new windows may be wood, vinyl clad, or pre -finished
aluminum in appropriate colors.
Roofs - maintain established roofline patterns, forms, and materials.
o Roof pitch, form, and orientations shall be consistent with those predominantly found on the
block.
o No metal roofs
RECORDING OF HISTORIC STRUCTURES
For historic mitigation purposes, the City is required to record the condition of the seven historically
significant houses (all properties except 2205 Western Avenue) before any work is undertaken by the
owner. The City's Historic Preservation Officer (HPO) will review each buyer's development plans to
determine which houses will need to be recorded prior to work being undertaken, considering the buyer's
plans.
The HPO will coordinate with the property owner to determine whether structures will need to be recorded
prior to work being undertaken. If recording is required by the HPO, the property owner must allow the
City's Historic Preservation Officer at least two (2) days to access the properties and take photographs of
the exteriors of the structures. The property owner must coordinate with the HPO to determine whether
additional historic documentation is required due to changes in the elevation or demolition of the structures.
If the property owner proposes to elevate a structure in compliance with Secretary of Interior (SOI)
Standards for the Treatment of Historic Properties, the property owner must submit to the HPO accurate
drawings to scale, depicting both the property as it currently exists and the property after the proposed
alteration. If a house is to be demolished, or elevated without following SOI standards, this documentation
will not be required. Elevation to SOI standards is not a requirement for the redevelopment.
For structures proposed to be elevated to SOI Standards, the property owner must, after the completion of
construction, allow the HPO at least two (2) days to access the property to verify that the work met the
approved scope for the City's historic mitigation documentation purposes.
EXISTING STORM DRAIN SYSTEM
An existing storm drain pipe cuts between and across several of the properties (please see map below). The
City will reserve a 30-foot-wide drainage easement over the existing drainage pipe via the conveying deed.
Encroachments into the drainage easement will be allowed for existing structures within the easement with
the exception of the garages in the back of 2216 Carleton and 2220 Carleton. These garages must be
demolished within one (1) year of closing. All encroachments within the easement will require an
Encroachment Agreement in accordance with City ordinance.
RESPONSIBILITY FOR DAMAGE
Any portion of the public right-of-way, City -owned property, or other privately -owned property that are in
any way disturbed or damaged by the redevelopment shall promptly be restored by the property owner at
their cost and expense and in a manner approved by the City to as good or better a condition as such property
was in immediately prior to the disturbance or damage. The property owner shall diligently commence
such restoration within thirty (30) calendar days following the date that the property owner first becomes
aware of the disturbance or damage.
CONDITIONS OF FUTURE SALE
The successful buyers may sell the properties they purchase, however, the Conditions provided by the
Contract of Sale and Purchase Page - 27 - of 35
2220 Carleton Avenue
Arlington Heights Design Standards and Guidelines for Redevelopment and included in the deed will "run
with the land" and be binding on subsequent owners. The City intends to release the Conditions upon
successful redevelopment of the properties in accordance with these design standards and guidelines, except
for the following requirements which will be documented and remain in the deed:
• Elevation of future habitable structure finished floor elevations at least two feet above the 100-year
non-FEMA base flood elevation;
• Maintenance of existing (or reconstructed) fencing of the same type, style, material, location,
alignment, and overland flow hydraulic characteristics;
• Maintenance of existing lot grading without significant changes and without changing overland
flow hydraulic characteristics; and
• Provision of a flood risk notice to future buyers and renters.
Before any house may be occupied, the property owner must obtain all applicable City permits, including
a final inspection, and written confirmation from the City's Development Services Department that the
redeveloped property is in substantial conformance with these design standards and guidelines.
TIMEFRAMES FOR REDEVELOPMENT
The following timeframes for redevelopment are as follows:
• Each property owner will have four (4) years to either elevate the existing home and make it
habitable or two (2) years to demolish and restore the property to greenspace;
• If a property is restored to greenspace, there is no deadline to later redevelop the lot;
• The property owners of 2216 Carleton and 2220 Carleton must demolish the back garages within
one (1) year of closing.
Existing Structure Finished Floor Elevatiops and Base Flood Elevatiogs (BFE)
Difference
Minimum
Between
Finished Floor
Minimum
Elevation
Required
Needed Based
Finished
TAD
Property
Structure of Home
Year Constructed
Current First
Base Flood
on BFE
Floor
Account
Address
Floor Elevation
Elevation
Elevation &
(2 feet above
Current
BFE)
Finished Floor
Elevation
On pier beams
2201 / 2203
Slab additions in rear
1274643
Western Ave
for laundry/mud
1932
661.47
663.60
665.60
rooms
4.13
1274635
2205 Western Ave
Slab on grade
2012
662.27
663.51
665.51
3.24
1274406
2212 Carleton Ave
On pier beams
1925
659.54
660.75
662.75
3.21
On pier beams
1274414
2216 Carleton Ave
Slab addition
1934
658.77
660.70
662.70
sunroom
3.93
1274422
2220 Carleton Ave
On pier beams
1942
658.97
660.63
662.63
3.66
1274597
2221 Western Ave
On pier beams
1923
661.57
663.47
665.47
3.9
1274430
2224 Carleton Ave
On pier beams
1934
659.4
660.59
662.59
3.19
Portion of home is on
pier beams and
1274449
2300 Carleton Ave
portion is slab on
1927
658.07
660.55
662.55
grade
4.48
Contract of Sale and Purchase
Page - 28 -
of 35
2220 Carleton Avenue
Notes:
1. The finished floor of new and elevated homes and any equipment serving the home must be at least
two (2) feet above the 100-year non-FEMA base flood elevation.
2. Existing accessory buildings such as garages and sheds are not required to be retrofitted, unless
significantly modified, and can remain within the base flood elevation understanding that they will
be likely to flood with the exception of
a. The garage/accessory dwelling unit at the back of 2300 Carleton must be elevated at least
two (2) feet above the 100-year non-FEMA Base Flood Elevation or demolished (Surveyed
Finished Floor Elevation data is not available for this accessory structure).
b. The garages at the back of 2216 Carleton and 2220 Carleton must be demolished within
one (1) year of closing.
3. Future or significantly modified accessory buildings, such as garages and sheds, must be water
resistant (usually concrete and no sheetrock) up at least two (2) feet above the 100-year non-FEMA
base flood elevation to prevent damage to the walls when flooded.
4. All electrical and mechanical equipment must be at least two (2) feet above the 100-year non-
FEMA base flood elevation.
5. Flood vents are required in walls and/or garage doors to allow for the flow of floodwater.
6. The attached garage at 2205 Western does not have to be elevated but the garage has to be retrofitted
to be water resistant (usually concrete and no sheetrock) at least two (2) ft above the 100-year non-
FEMA base flood elevation to prevent damage to the walls when flooded. Also, all electrical and
mechanical equipment must be at least two (2) feet above the 100-year non-FEMA base flood
elevation. In addition, flood vents are required in the walls and/or garage doors to allow for the
flow of floodwater.
Additional Information
PROPERTY CONDITION
Photos and information regarding each individual property and house can be found in previous appraisals.
Contact the broker for copies of these documents.
Additionally, as a result of water supply line leaks within the houses of 2212 Carleton and 2221 Western,
mold was found to be present upon a routine inspection of the houses. As a means of addressing the mold
issue, an assessment report was conducted by Industrial Hygiene and Safety Technology, Inc. (IHST) on
November 30, 2022 to better understand the extent of mold and the steps necessary for remediation.
Based on the assessment and findings from IHST's inspection and assessment it was determined that the
2221 Western location was due to a leaky water supply line and only impacted a small surface area. IHST's
recommendation was for the water to be turned off; and, because the house was not occupied, they deemed
the minor mold contamination posed no severe threat. However, if the house were to be occupied, the mold
contamination would be required to be remediated in accordance with standard mold remediation protocol.
The report is available upon request.
As for 2212 Carleton, the mold contamination was determined to affect a larger area. However, because
the house was not occupied, IHST's recommendation was the same. That is, the recommendation was to
turn off the water as a temporary measure; however, if the house were to be occupied, then the mold
contamination would be required to be remediated in accordance with standard mold remediation protocol.
The report is available upon request.
Contract of Sale and Purchase Page - 29 - of 35
2220 Carleton Avenue
FLOOD INSURANCE
Both government -backed (National Flood insurance Program (NFIP)) and private flood insurance are
available for these structures. The properties are NOT located within a FEMA mapped 100-year floodplain,
however non-FEMA flood risk, called City Flood Risk Area, has been identified and mapped by the City
on these properties.
The City is requiring Elevation Certificates for each of these homes, once elevated, showing the homes and
any equipment serving the homes (such as air conditioners) are elevated at least two (2) feet above the non-
FEMA 100-year base flood elevation. Elevation Certificates can be used by the property owner and future
property owners to help justify lower flood insurance premiums. Once elevated at least two (2) feet above
the 100-year base flood elevation, flood insurance is expected to be cheaper for the structures; however, it
is recommended that the property owners speak with insurance agents prior to purchase to understand
potential flood insurance premiums.
HISTORIC EXEMPTION
There is a possibility that elevation of the existing structures could qualify for local historic designation
(with the exception of the newer home at 2205 Western) and the ability to have City ad valorem property
taxes frozen for ten (10) years. For more information about this possibility, please contact the City's
Historic Preservation Officer, Lorelei Willett, at Lorelei.Willett@FortWorthTexas.Gov or 817-392-8015.
Contract of Sale and Purchase Page - 30 - of 35
2220 Carleton Avenue
Proiect Area Map
Subject Property, 100-Year Non-FEMA Flood Risk Area Inundation Mapping, and Existing Storm Drain
Alignment
The property is NOT located in a FEMA Floodplain; however, it is located in a City identified and mapped,
Non-FEMA Flood Risk Area called a City Flood Risk Area (CFRA).
Estimated Flood Depths for a 100-Year Event
A 100 year even[ has a 26% chance of occurring over a 30 year mortgage
Greenspace
Contract of Sale and Purchase Page - 31 - of 35
2220 Carleton Avenue
DrainaEe Pipe and DrainaEe Easement Map
Contract of Sale and Purchase Page - 32 - of 35
2220 Carleton Avenue
For reference, see example photos of good new construction that fits the neighborhood's historic
character
45
ry,
Contract of Sale and Purchase Page - 33 - of 35
2220 Carleton Avenue
Contract of Sale and Purchase Page - 34 - of 35
2220 Carleton Avenue
EXHIBIT "D" TO SPECIAL WARRANTY DEED
FLOOD RISK NOTICE
The property located at 2220 Carleton Avenue, although not located in a FEMA identified floodplain, has
been subject to recurring flooding in the past. The property should be considered flood -prone and remains
at risk of severe flooding that may cause damage to structures, vehicles, landscaping, fencing, and other
improvements.
The following photograph shows the June 27, 2016 flooding which impacted the Western & Carleton area
of Arlington Heights. This specific photo shows flooding at 2209/2211 Western and 2213 Western. The
frequency of the storm was estimated to have a 4% chance of happening in a given year and is also known
as a 25-year event.
Examples of the flooding in the area are readily available on YouTube and other online sources. Flooding
information can also be requested from the City of Fort Worth.
Contract of Sale and Purchase Page - 35 - of 35
2220 Carleton Avenue
M&C Review
Page 1 of 2
A CITY COUNCIL AGEND
Create New From This M&C
DATE: 4/22/2025 REFERENCE
NO..
CODE: L TYPE:
Official site of the City of Fort Worth, Texas
FORT WORTH
'*41v
**M&C 25- LOG NAME: 21 CFO SALE OF 2220
0361 CARLETON AVE
CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 7) Authorize the Direct Sale of City Fee -Owned Property Located at 2220 Carleton
Avenue, Fort Worth, Tarrant County, Texas 76107 to Yellow Door Renovations LLC in the
Amount of $211,500.00 in Accordance with Section 253.014 of the Texas Local
Government Code and Authorize the Reservation and Acceptance of a Permanent
Drainage Easement
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the direct sale of City fee -owned property located at 2220 Carleton Avenue, Fort
Worth, Tarrant County, Texas 76107 to Yellow Door Renovations LLC in the amount
of $211,500.00 in accordance with Section 253.014 of the Texas Local Government Code;
2. Authorize the reservation and acceptance of a permanent drainage easement; and
3. Authorize the City Manager or his designee to execute the purchase and sale agreement and
record the appropriate instruments conveying the property to complete the sale.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize the conveyance of
approximately 0.1893 acres of land, including any structures, situated in the Hillcrest Addition, Block 5,
Lot 12 and located at 2220 Carleton Avenue, Fort Worth, Tarrant County, Texas 76107 (Tarrant
Appraisal District Account No. 01274422) (the Property) to Yellow Door Renovations LLC (the
Buyer). The Property was acquired by the City in 2019 through M&C No. 19-0085 in connection with
the Central Arlington Heights Voluntary Acquisition Project (City Project No. 101262), which was
initiated to mitigate flood risk to the neighborhood and relieve residents in the most flood -prone homes
from ongoing exposure to flood damages. The Property is now recommended for sale after
considering feedback received from the community during engagement meetings.
Section 253.014 of the Texas Local Government Code allows a municipality to sell City -owned
property by contracting with a broker, provided that the property is listed with a multiple -listing service
for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash
offer. The City contracted with REFLECT Real Estate, a licensed broker, on November 7, 2024. On
November 30, 2024, the Property was listed with a multiple -listing service for $100,000.00 with bidding
open for ninety (90) days. The City also published notice of its intention to sell the Property in the Fort
Worth Star -Telegram and for at least four weeks on the City's Property Management Real Property
Sales webpage.
The Property is being sold subject to redevelopment following specific design standards and guidelines
for redevelopment, which are attached to this M&C for reference. These guidelines require the existing
home to be elevated at least two (2) feet above the 100-year non-FEMA base flood elevation or if the
existing home is demolished, any new home built has to be built at least two (2) feet above the 100-
year non-FEMA base flood elevation. The guidelines also outline requirements associated with
maintaining existing grading and fencing, providing flood risk notice to future buyers and renters, and
architectural style specifications. Additionally, the guidelines establish timeframes for the
redevelopment activity to happen and give the City the ability to buy the property back, if guidelines are
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33224&councildate=4/22/2025 6/9/2025
M&C Review
Page 2 of 2
not met. A permanent drainage easement along the existing drainage pipe will also be reserved upon
sale.
The City reviewed multiple offers and recommends accepting the Buyer's offer of $211,500.00, which
was the highest cash offer. The Buyer will also be responsible for all closing costs. Upon closing, the
proceeds from the sale of the Property will be allocated for future Stormwater Capital Projects.
The property is located in COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and sale of the
property, funds will be deposited into the Stormwater Capital Projects Fund. The Property
Management Department (and Financial Management Services) is responsible for the collection and
deposit of funds due to the City.
TO
Fund 1 Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID I Year (Chartfield 2)
Submitted for Citv Manager's Office bv: Valerie Washington (6199)
Originating Department Head: Marilyn Marvin (7708)
Lauren Prieur (6035)
Additional Information Contact: Jennifer Dyke (2714)
ATTACHMENTS
CAH Redevelopment Guidelines.pdf (Public)
FID Table 2220CarletonAve.2025.xlsx (CFW Internal)
Form 1 295-YellowDoor 2220CarletonAve.i3df (CFW Internal)
M&C Map 2220 CarletonAve.pdf (Public)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=33224&councildate=4/22/2025 6/9/2025
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
Yellow Door Renovations, LLC
FORMED IN THE STATE OF TEXAS
This Agreement, enterers into on September 1st, 2020, is a
MULTI -MEMBER LLC OPERATING AGREEMENT, entered into by and between
Timothy Germany, of 424 Meadow Hill Rd Forth Worth, TX 76108
Jennifer Germany, of 424 Meadow Hill Rd Forth Worth, TX 76108
hereinafter known as the "Members"
WHEREAS the Member(s) desire to create a limited liability company under the laws of
the State of Texas and set forth the terms herein of the Company's operation
and the relationship between Member(s).
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
other valuable consideration, the receipt and sufficiency of which hereby are acknowledged,
the Member(s) and the Company agree as follows:
1. Name and Principal Place of Business
The name of the Company shall be Yellow Door Renovations, LLC. The principal place of
business of the Company shall be at 424 Meadow Hill Rd, City of Fort Worth, in the State of
Texas or at such other place of business as the Member(s) shall determine.
2. Formation
The Company was formed on July 27, 2020, when the Member(s) filed the Articles of
Organization with the office of the Secretary of State of the State of
pursuant to the statutes governing limited liability companies in the State of Texas.
(the "Statutes")
3. Purpose
The purpose of the Company is to engage in and conduct any and all lawful businesses,
activities or functions, and to carry on any other lawful activities in connection with or incidental
to the foregoing, as the Member(s) in their discretion shall determine.
4. Term
The term of the Company shall be perpetual, commencing on the filing of the Articles of
Organization of the Company, and continuing until terminated under the provisions set
forth herein.
5. Member Capital Contributions (Check One)
❑ - Single Member LLC: The Member may make such capital contributions (each a "Capital
Contribution") in such amounts and at such times as the Member shall determine. The
Member shall not be obligated to make any Capital Contributions. The Member may take
distributions of the capital from time to time in accordance with the limitations imposed by
the Statutes.
x- Muiti-Member LLC: Each Member has contributed the following capital amounts to the
Company as set forth below and are not obligated to make any additional capital contributions:
Tim Germany
Jennifer Germany
$50,000
$50,000
Members shall have no right to withdraw or reduce their contributions to the capital of the
Company until the Company has been terminated unless otherwise set forth herein. Members
shall have no right to demand and receive any distribution from the Company in any form
other than cash and members shall not be entitled to interest on their capital contributions to
the Company.
The liability of any Member for the losses, debts, liabilities and obligations of the Company shall
be limited to the amount of the capital contribution of each Member plus any distributions paid to
such Member, such Member's share of any undistributed assets of the Company; and
(only to the extent as might be required by applicable law) any amounts previously distributed
to such Member by the Company.
6. Distributions
For purposes of this Agreement "net profits" and "net fosses" mean the profits or losses of the
Company resulting from the conduct of the Company's business, after all expenses, including
depreciation allowance, incurred in connection with the conduct of its business for which such
expenses have been accounted.
The term "cash receipts" shall mean all cash receipts of the Company from whatever source
derived, including without limitation capital contributions made by the Member(s); the proceeds
of any sale, exchange, condemnation or other disposition of all or any part of the assets of the
2
Company, the proceeds of any loan to the Company; the proceeds of any mortgage or
refinancing of any mortgage on all or any part of the assets of the Company; the proceeds
of any insurance policy for fire or other casualty damage payable to the Company, and the
proceeds from the liquidation of assets of the Company following termination.
The term "capital transactions" shall mean any of the following: the sale of all or any part of the
assets of the Company; the refinancing of mortgages or other liabilities of the Company; the
receipt of insurance proceeds; and any other receipts or proceeds are attributable to capital.
(Check One)
Ci - SINGLE -MEMBER: A "Capital Account" for the Member shall be maintained by the
Company. The Member's Capital Account shall reflect the Member's capital contributions
and increases for any net income or gain of the Company, The Member's Capital Account
shall also reflect decreases for distributions made to the Member and the Member's share of
any iosses and deductions of the Company.
V - MULTI -MEMBER: The "Capital Account" for each Member shall mean the account
created and maintained for the Member in accordance with Section 704(b) of the Internal
Revenue Code and Treasury Regulation Section 1.704_1(b)(2)(iv).
The term "Members' Percentage Interests" shall mean the percentages set forth opposite
the name of each Member Below;
Member
Tim Germany
Jennifer Germany
Percentage Interest
50%
50%
During each fiscal year, the net profits and net losses of the Company (other than from capital
transactions), and each item of income, gain, loss, deduction or credit entering into the
computation thereof, shall be credited or charged, as the case may be, to the capital accounts
of each Member in proportion to the Members' Percentage Interests. The net profits of the
Company from capital transactions shall be allocated in the following order of priority: (a) to offset
any negative balance in the capital accounts of the Members in proportion to the amounts of the
negative balance in their respective capital accounts, until all negative balances in the capital
accounts have been eliminated; then (b) to the Members in proportion to the Members'
Percentage Interests. The net losses of the Company from capital transactions shall be allocated
in the following order of priority; (a) to the extent that the balance in the capital accounts of any
Members are in excess of their original contributions, to such Members in proportion to the
excess balances until all such excess balances have been reduced to zero; then (b) to the
Members in proportion to the Members' Percentage Interests.
The cash receipts of the Company shall be applied in the following order of priority. (a) to the
payment of interest or amortization on any mortgages an the assets of the Company, amounts
due on debts and liabilities of the Company other than those due to any Member, costs of the
construction of the improvements to the assets of the Company and operating expenses of the
Company, (b) to the payment of interest and establishment of cash reserves determined by the
3
Members to be necessary or appropriate, including without limitation, reserves for the
operation of the Company's business, construction, repairs, replacements, taxes and
contingencies; and (d) to the repayment of any loans made to the Company by any Member.
Thereafter, the cash receipts of the Company shall be distributed among the Members as
hereafter provided.
Except as otherwise provided in this Agreement or otherwise required by law, distributions of
cash receipts of the Company, other than from capital transactions, shall be allocated
among the Members in proportion to the Members' Percentage Interests.
Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash
receipts from capital transactions shall be allocated in the following order or priority: (a) to the
Members in proportion to their respective capital accounts until each Member has received cash
distributions equal to any positive balance in their capital account; then (b) to the
Members in proportion to the Members' Percentage Interests.
It is the intention of the Members that the allocations under this Agreement shall be deemed to
have "substantial economic effect" within the meaning of Section 704 of the Internal Revenue
Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be
inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder,
then Section 704 of the Code and the Regulations shall be deemed to override the contrary
provisions thereof. If Section 704 or the Regulations at any time require that limited liability
company operating agreements contain provisions which are not expressly set forth herein,
such provisions shall be incorporated into this Agreement by reference and shall be deemed a
part of this Agreement to the same extent as though they had been expressly set forth herein.
7. Books. Records and Tax Returns
(Check One)
- SINGLE -MEMBER: The Company shall maintain complete and accurate books and
records of the Company's business and affairs as required by the Statutes and such books and
ice and shall in all respects be
records shall be kept at the Company's Registered Of
independent of the books, records and transactions of the Member.
The Company's fiscal year shall be the calendar year with an ending month of December
The Member intends that the Company, as a single member LLC, shall be taxed as a sole
proprietorship in accordance with the provisions of the Internal Revenue Code. Any
provisions herein that may cause may cause the Company not to be taxed as a sole
proprietorship shall be inoperative.
x - MULTI -MEMBER: The Members, or their designees, shall maintain complete and accurate
records and books of the Company's transactions in accordance with generally accepted
accounting principles.
The Company shall furnish each Member, within seventy-five days after the end of each fiscal
year, an annual report of the Company including a balance sheet, a profit and loss statement a
4
capital account statement; and the amount of such Member's share of the Company's income,
gain, losses, deductions and other relevant items for federal income tax purposes.
The Company shall prepare all Federal, State and local income tax and information returns for
the Company, and shall cause such tax and information returns to be timely filed. Within
seventy-five days after the end of each fiscal year, the Company shall forward to each person
who was a Member during the preceding fiscal year a true copy of the Company's information
return filed with the Internal Revenue Service for the preceding fiscal year.
All elections required or permitted to be made by the Company under the Internal Revenue
Code, and the designation of a tax matters partner pursuant to Section 6231(a)t7j of the
Internal Revenue Code for all purposes permitted or required by the Code, shall be made by
the Company by the affirmative vote or consent of Members holding a majority of the
Members' Percentage Interests.
Upon request, the Company shall furnish to each Member, a current list of the names and
addresses of all of the Members of the Company, and any other persons or entities having
any financial interest in the Company.
$. Bank Accounts
All funds of the Company shall be deposited in the Company's name in a bank account or
accounts as chosen by the Members). Withdrawals from any bank accounts shall be made
only in the regular course of business of the Company and shall be made upon such
signature or signatures as the Members from time to time may designate.
9. Management of the Comoanv
The business and affairs of the Company shall be conducted and managed by the
Members) in accordance with this Agreement and the laws of the State of
(Check One)
- SINGLE -MEMBER: , as sole member of the Company, has sole
authority and power to act for or on behalf of the Company, to do any act that would be
binding on the Company, or incur any expenditures on behalf of the Company. The Member
shall not be liable for the debts, obligations or liabilities of the Company, including under a
judgment, decree or order of a court. The Company is organized as a "member -managed"
limited liability company. The Member is designated as the initial managing member.
x- MULTI -MEMBER: Except as expressly provided elsewhere in this Agreement, all decisions
respecting the management, operation and control of the business and affairs of the Company
and all determinations made in accordance with this Agreement shall be made by the
affirmative vote or consent of Members holding a majority of the Members' Percentage
Interests.
Notwithstanding any other provision of this Agreement, the Members shall not, without the
prior written consent of the unanimous vote or consent of the Members, sell, exchange,
lease, r,
assign or otherwise transfer all or substantially all of the assets of the Company; sell,
exchange, lease (other than space leases in the ordinary course of business), assign or
transfer the Company's assets, mortgage, pledge or encumber the Company's assets other
than is expressly authorized by this Agreement; prepay, refinance, modify, extend or
consolidate any existing mortgages or encumbrances; borrow money on behalf of the
Company in the excess of $5,000,00.00; lend any Company funds or other assets to any
person in an amount or with a value in excess of $1,000,000.00, establish any reserves for
working capital repairs, replacements, improvements or any other purpose, in excess of an
aggregate of $3,000,000.00; confess a judgment against the Company; settle, compromise
or release, discharge or pay any claim, demand or debt in excess of $1,000,000.00,
including claims for insurance; approve a merger or consolidation of the Company with or
into any other limited liability company, corporation, partnership or other entity; or change
the nature or character of the business of the Company.
The members shall receive such sums for compensation as Members of the Company as may
be determined from time to time by the affirmative vote or consent of Members holding a
majority of the Members' Percentage Interests.
(Check if Applicable)
Y - MULTI -MEMBER: Meetings of Members
The annual meeting of the Members shall be held on January 5th
(day/month) at the principal office of the Company or at such other time and place as the
Members determine, for the purpose of transacting such business as may lawfully come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday,
be held on the next succeeding business day, such meeting shall
The Members may by resolution prescribe the time and place for the holding of regular
meetings and may provide that the adoption of such resolution shall constitute notice of
such regular meetings.
Special meetings of the Members, for any purpose or purposes, may be tailed by any 1
Members (or such other number of Members as the Members from time to time may specify).
Written or electronic notice stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose for which the meeting is called, shall be delivered not less than
three days before the date of the meeting, either personally or by mail, to each Member of
record entitled to vote at such meeting. When all the Members of the Company are present at
any meeting, or if those not present sign a written waiver of notice of such meeting, or
subsequently ratify all the proceedings thereof, the transactions of such meeting shall be valid
as if a meeting had been formally called and notice had been given.
At any meeting of the Members, the presence of Members holding a majority of the Members'
Percentage Interests, as determined from the books of the Company, represented in person or
by proxy, shall constitute a quorum for the conduct of the general business of the Company.
However, if any particular action by the Company shall require the vote or consent of some
other number or percentage of Members pursuant to this Agreement, a quorum for the
6
purpose of taking such action shall require such other number or percentage of Members. If a
quorum is not present, the meeting may be adjourned from time to time without further notice,
and if a quorum is present at the adjourned meeting any business may be transacted which
might have been transacted at the meeting as originally notified. The Members present at a
duly organized meeting may continue to transact business until adjournment, notwithstanding
the withdrawal of enough Members to leave less a quorum.
At all meetings of the Members, a Member may vote by proxy executed in writing by the
Member or by a duly authorized attorney -in -fact of the Member. Such proxy shall be filed with
the Company before or at the time of the meeting.
A Member of the Company who is present at a meeting of the Members at which action on any
matter is taken shall be presumed to have assented to the action taken, unless the dissent of
such Member shall be entered in the minutes of the meeting or unless such Member shall file a
written dissent to such action with the person acting as the secretary of the meeting before the
meeting's adjournment. Such right to dissent shall not apply to a Member who voted in favor of
such action.
Unless otherwise provided by law, any action required to be taken at a meeting of the
Members, or any other action which may be taken at a meeting of the Members, may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all
of the Members entitled to vote with respect to the subject.
Members of the Company may participate in any meeting of the Members by means of
conference telephone or similar communication if all persons participating in such meeting
can hear one another for the entire discussion of the matters to be vote upon. Participation in
a meeting pursuant to this paragraph shall constitute presence in person at such meeting.
(Check if Applicable)
x - MULTI -MEMBER: Assignment of Interests
Except as otherwise provided in this Agreement, no Member or other person holding any
interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all
or any part of their interest in the Company, including without limitation, the capital, profits or
distributions of the Company without the prior written consent of the other Members in each
instance.
The Members agree that no Member may voluntarily withdraw from the Company without the
unanimous vote or consent of the Members.
A Member may assign all or any part of such Member's interest in the allocations and
distributions of the Company to any of the following (collectively the "permitted assignees"): any
person, corporation, partnership or other entity as to which the Company has given consent to
the assignment of such interest in the allocations and distributions of the Company by the
affirmative vote or consent of Members holding a majority of the Members' Percentage Interests.
An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations
and distributions to which the assigned interest is entitled, unless such
7
permitted assignee applies for admission to the Company and is admitted to the Company
as a Member in accordance with this Agreement.
An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the
interest of a Member in the Company or other person holding any interest in the Company in
violation of the provisions hereof shall be null and void for all purposes.
No assignment, transfer or other disposition of all or any part of the interest of any Member
permitted under this Agreement shall be binding upon the Company unless and until a duly
executed and acknowledged counterpart of such assignment or instrument of transfer, in form
and substance satisfactory to the Company, has been delivered to the Company.
No assignment or other disposition of any interest of any Member may be made if such
assignment or disposition, alone or when combine with other transactions, would result in the
termination of the Company within the meaning of Section 708 of the Internal Revenue Code or
under any other relevant section of the Code or any successor statute. No assignment or other
disposition of any interest of any Member may be made without an opinion of counsel satisfactory
to the Company that such assignment or disposition is subject to an effective registration under, or
exempt from the registration requirements of, the applicable Federal and State securities laws. No
interest in the Company may be assigned or given to any person below the age of 21 years or to a
person who has been adjudged to be insane or incompetent.
Anything herein contained to the contrary, the Company shall be entitled to treat the record
holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by
reason of distributions made in good faith to such record holder, unless and until there has
been delivered to the Company the assignment or other instrument of transfer and such other
evidence as may be reasonably required by the Company to establish to the satisfaction of the
Company that an interest has been assigned or transferred in accordance with this Agreement.
(Check One)
❑ - SINGLE -MEMBER; Ownershiv of Company Prooertv.
The Company's assets shall be deemed owned by the Company as an entity, and the Member
shall have no ownership interest in such assets or any portion thereof. Title to any or all such
Company assets may be held in the name of the Company, one or more nominees or in "street
name", as the Member may determine.
Except as limited by the Statutes, the Member may engage in other business ventures of any
nature, including, without limitation by specification, the ownership of another business
similar to that operated by the Company. The Company shall not have any right or interest in
any such independent ventures or to the income and profits derived therefrom.
x - MULTI -MEMBER: Right of First Refusal
If a Member desires to sell, transfer or otherwise dispose of all or any part of their interest in
the Company, such Member (the "Selling Member") shall first offer to sell and convey such
interest to the other Members before selling, transferring or otherwise disposing of such
interest to any other person, corporation or other entity. Such offer shall be in writing, shall be
8
given to every other Member, and shall set forth the interest to be sold, the purchase price to
be paid, the date on which the closing is to take place (which date shall be not less than thirty
nor more than sixty days after the delivery of the offer), the location at which the closing is to
take place, and all other material terms and conditions of the sale, transfer or other disposition.
Within fifteen days after the delivery of said offer the other Members shall deliver to the Selling
Member a written notice either accepting or rejecting the offer. Failure to deliver said notice within
said fifteen days conclusively shall be deemed a rejection of the offer. Any or all of the other
Members may elect to accept the offer, and if more than one of the other Members elects to
accept the offer, the interest being sold and the purchase price therefore shall be allocated among
the Members so accepting the offer in proportion to their Members' Percentage
Interests, unless they otherwise agree in writing.
if any or all of the other Members elect to accept the offer, then the closing of title shall be held
in accordance with the offer and the Selling Member shall deliver to the other Members who
have accepted the offer an assignment of the interest being sold by the Selling Member, and
said other Members shall pay the purchase price prescribed in the offer.
If no other Member accepts the offer, or if the Members who have accepted such offer
default in their obligations to purchase the interest, then the Selling Member within 120 days
after the delivery of the offer may sell such interest to any other person or entity at a
purchase price which is not less than the purchase price prescribed in the offer and upon the
terms and conditions which are substantially the same as the terms and conditions set forth
in the offer, provided all other applicable requirements of this Agreement are complied with.
An assignment of such interest to a person or entity who is not a Member of the Company
shall only entitle such person or entity to the allocations and distributions to which the
assigned interest is entitled, unless such person or entity applies for admission to the
Company and is admitted to the Company as a Member in accordance with this Agreement.
If the Selling Member does not sell such interest within said 120 days, then the Selling
Member may not thereafter sell such interest without again offering such interest to the other
Members in accordance with this Agreement.
(Check if Applicable)
g- MULTI -MEMBER: Admission of New Members
The Company may admit new Members (or transferees of any interests of existing
Members) into the Company by the unanimous vote or consent of the Members,
As a condition to the admission of a new Member, such Member shall execute and
acknowledge such instruments, in form and substance satisfactory to the Company, as the
Company may deem necessary or desirable to effectuate such admission and to confirm the
agreement of such Member to be bound by ail of the terms, covenants and conditions of this
Agreement, as the same may have been amended. Such new Member shall pay all
reasonable expenses in connection with such admission, including without limitation,
reasonable attorneys' fees and the cost of the preparation, filing or publication of any
amendment to this Agreement or the Articles of Organization, which the Company may deem
necessary or desirable in connection with such admission,
9
No new Member shall be entitled to any retroactive allocation of income, losses, or expense
deductions of the Company. The Company may make pro rata allocations of income, losses
or expense deductions to a new Member for that portion of the tax year in which the Member
was admitted in accordance with Section 706(d) of the Internal Revenue Code and
regulations thereunder.
In no event shall a new Member be admitted to the Company if such admission would be in
violation of applicable Federal or State securities laws or would adversely affect the
treatment of the Company as a partnership for income tax purposes.
(Check if Applicable)
x - MULTI -MEMBER: Withdrawal Events
In the event of the death, retirement, withdrawal, expulsion, or dissolution of a Member, or an
event of bankruptcy or insolvency, as hereinafter defined, with respect to a Member, or the
occurrence of any other event which terminates the continued membership of a Member in
the Company pursuant to the Statutes teach of the foregoing being hereinafter referred to as
a "Withdrawal Event"), the Company shall terminate sixty days after notice to the Members of
such withdrawal Event unless the business of the Company is continued as hereinafter
provided.
Notwithstanding a Withdrawal Event with respect to a Member, the Company shall not
terminate, irrespective of applicable law, if within aforesaid sixty day period the remaining
Members, by the unanimous vote or consent of the Members (other than the Member
who caused the Withdrawal Event), shall elect to continue the business of the Company.
In the event of a Withdrawal Event with respect to an Member, any successor in interest to
such Member (including without limitation any executor, administrator, heir, committee,
guardian, or other representative or successor) shall not become entitled to any rights or
interests of such Member in the Company, other than the allocations and distributions to which
such Member is entitled, unless such successor in interest is admitted as a Member in
accordance with this Agreement.
An "event of bankruptcy or insolvency" with respect to a Member shall occur if such Member:
(1) applies for or consents to the appointment of a receiver, trustee or liquidator of all or a
substantial part of their assets; or (2) makes a general assignment for the benefit of creditors; or
(3) is adjudicated a bankrupt or an insolvent; or (4) files a voluntary petition in bankruptcy or a
petition or an answer seeking an arrangement with creditors or to take advantage of any
bankruptcy, insolvency, readjustment of debt or similar law or statute, or an answer admitting the
material allegations of a petition filed against them in any bankruptcy, insolvency, readjustment of
debt or similar proceedings; or (5) takes any action for the purpose of effecting any of the
foregoing; or (5) an order, judgment or decree shall be entered, with or without the application,
approval or consent of such Member, by any court of competent jurisdiction, approving a petition
for or appointing a receiver or trustee of all or a substantial part of the assets of such Member, and
such order, judgment or decree shall be entered, with or without the application, approval or
consent of such Member, by any court of competent jurisdiction, approving a petition for or
appointing a receiver or trustee of all or a substantial part of the
10
assets of such Member, and such order, judgment or decree shall continue unstayed and
in effect for thirty days.
10. Dissolution and Liquidation
(Check One)
E - SINGLE -MEMBER: The Company shall dissolve and its affairs shall be wound up on the
first to occur of (i) At a time, or upon the occurrence of an event specified in the Articles of
Organization or this Agreement. (H) The determination by the Member that the Company
shall be dissolved.
Upon the death of the Member, the Company shall be dissolved. By separate written
documentation, the Member shall designate and appoint the individual who will wind down the
Company's business and transfer or distribute the Member's Interests and Capital Account as
designated by the Member or as may otherwise be required by law.
Upon the disability of a Member, the Member may continue to act as Manager hereunder or
appoint a person to so serve until the Member's Interests and Capital Account of the
Member have been transferred or distributed.
- MULTI -MEMBER: The Company shall terminate upon the occurrence of any of the
following : (i) the election by the Members to dissolve the Company made by the unanimous
vote or consent of the Members; (ii) the occurrence of a Withdrawal Event with respect to a
Member and the failure of the remaining Members to elect to continue the business of the
Company as provided for in this Agreement above; or (iii) any other event which pursuant to
this Agreement, as the same may hereafter be amended, shall cause a termination of the
Company.
The liquidation of the Company shall be conducted and supervised by a person designated for
such purposes by the affirmative vote or consent of Members holding a majority of the
Members' Percentage Interests (the "Liquidating Agent"). The Liquidating Agent hereby is
authorized and empowered to execute any and all documents and to take any and all actions
necessary or desirable to effectuate the dissolution and liquidation of the Company in
accordance with this Agreement.
Promptly after the termination of the Company, the Liquidating Agent shall cause to be
prepared and furnished to the Members a statement setting forth the assets and liabilities of
the Company as of the date of termination. The Liquidating Agent, to the extent practicable,
shall liquidate the assets of the Company as promptly as possible, but in an orderly and
businesslike manner so as not to involve undue sacrifice.
The proceeds of sale and all other assets of the Company shall be applied and distributed in
the following order of priority: (1) to the payment of the expenses of liquidation and the debts
and liabilities of the Company, other than debts and liabilities to Members; (2) to the payment
of debts and liabilities to Members; (3) to the setting up of any reserves which the Liquidating
Agent may deem necessary or desirable for any contingent or unforeseen liabilities or
obligations of the Company, which reserves shall be paid over to licensed attorney to hold in
escrow for a period of two years for the purpose of payment of any liabilities and obligations, at the
expiration of which period the balance of such reserves shall be distributed as provided; (4) to the
Members in proportion to their respective capital accounts until each Member has received cash
distributions equal to any positive balance in their capital account, in accordance with the rules and
requirements of Treas. Reg. Section 1.704-1(b)(2)(ii)(b); and (5) to the
Members in proportion to the Members' Percentage Interests.
The liquidation shall be complete within the period required by Treas. Reg. Section 1.704-
1(b)(2)(ii)(b).
Upon compliance with the distribution plan, the Members shall no longer be Members, and the
Company shall execute, acknowledge and cause to be filed any documents or instruments as
may be necessary or appropriate to evidence the dissolution and termination of the Company
pursuant to the Statutes.
11. Representations of Members
(Check if Applicable)
x - MULTI -MEMBER: Each of the Members represents., warrants and agrees that the Member
is acquiring the interest in the Company for the Member's own account for investment
purposes only and not with a view to the sale or distribution thereof; the Member, if an
individual, is over the age of 21; if the Member is an organization, such organization is duly
organized, validly existing and in good standing under the laws of its State of organization and
that it has full power and authority to execute this Agreement and perform its obligations
hereunder; the execution and performance of this Agreement by the Member does not conflict
with, and will not result in any breach of, any law or any order, writ, injunction or decree of any
court or governmental authority against or which binds the Member, or of any agreement or
instrument to which the Member is a party; and the Member shall not dispose of such interest
or any part thereof in any manner which would constitute a violation of the Securities Act of
1933, the Rules and Regulations of the Securities and Exchange Commission, or any
applicable laws, rules or regulations of any State or other governmental authorities, as the
same may be amended.
12. Certificates Evidencing Membership
(Check if Applicable)
- MULTI -MEMBER: Every membership interest in the Company shall be evidenced by a
Certificate of Membership issued by the Company. Each Certificate of Membership shall set forth
the name of the Member holding the membership interest and the Member's Percentage
Interest held by the Member, and shall bear the following legend:
"The membership interest represented by this certificate is subject to, and may not be
transferred except in accordance with, the provisions of the Operating Agreement of
, LLC, dated effective as of
20 , as the same from time to time may be amended, a copy of which is on file at
the principal office of the Company,"
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13. Notices
(Check if Applicable)
x - MULTI -MEMBER: All notices, demands, requests or other communications which any of the
parties to this Agreement may desire or be required to give hereunder shall be in writing and shall
be deemed to have been properly given if sent by courier or by registered or certified mail, return
receipt requested, with postage prepaid, addressed as follows: (a) if to the Company, at the
principal place of business of the Company designated by the Company; and
(b) if to any Member, to the address of said Member first above written, or to such other
address as may be designated by said Member by notice to the Company and the other
Members pursuant to this Article 13.
14. Arbitration
(Check if Applicable)
x - MULTI -MEMBER: Any dispute, controversy or claim arising out of or in connection with this
Agreement or any breach or alleged breach hereof shall, upon the request of any party
involved, be submitted to, and settled by, arbitration in the city in which the principal place of
business of the Company is then located, pursuant to the commercial arbitration rules then in
effect of the American Arbitration Association (or at any other time or place or under any other
form of arbitration mutually acceptable to the parties involved). Any award rendered shall be
final and conclusive upon the parties and a judgment thereon may be entered in a court of
competent jurisdiction. The expenses of the arbitration shall be borne equally by the parties to
the arbitration, provided that each party shall pay for and bear the cost of its own experts,
evidence and attorneys' fees, except that in the discretion of the arbitrator any award may
include the attorney's fees of a party if the arbitrator expressly determines that the party
against whom such award is entered has caused the dispute, controversy or claim to be
submitted to arbitration as a dilatory tactic or in bad faith,
15. Amendments
(Check if Applicable)
x - MULTI -MEMBER: This Agreement may not be altered, amended, changed,
supplemented, waived or modified in any respect or particular unless the same shall be in
writing and agreed to by the affirmative vote or consent of Members holding a majority of
the Members' Percentage Interests. No amendment may be made to Articles that apply to
the financial interest of the Members, except by the vote or consent of all of the Members.
No amendment of any provision of this Agreement relating to the voting requirements of the
Members on any specific subject shall be made without the affirmative vote or consent of at
least the number or percentage of Members required to vote on such subject.
16. Indemnification
a) SINGLE -MEMBER: The Member (including, for purposes of this Section, any
estate, heir, personal representative, receiver, trustee, successor, assignee and/or
transferee of the Member) shall not be liable, responsible or accountable, in
13
damages or otherwise, to the Company or any other person for: W any act
performed, or the omission to perform any act, within the scope of the power and
authority conferred on the Member by this agreement and/or by the Statutes except
by reason of acts or omissions found by a court of competent jurisdiction upon entry
of a final judgment rendered and un-appealable or not timely appealed ("Judicially
Determined") to constitute fraud, gross negligence, recklessness or intentional
misconduct; (ii) the termination of the Company and this Agreement pursuant to the
terms hereof; (iii) the performance by the Member of, or the omission by the Member
to perform, any act which the Member reasonably believed to be consistent with the
advice of attorneys, accountants or other professional advisers to the Company with
respect to matters relating to the Company, including actions or omissions
determined to constitute violations of law but which were not undertaken in bad faith;
or (iv) the conduct of any person selected or engaged by the Member.
The Company, its receivers, trustees, successors, assignees and/or transferees
shall indemnify, defend and hold the Member harmless from and against any and all
liabilities, damages, losses, costs and expenses of any nature whatsoever, known
or unknown, liquidated or unliquidated, that are incurred by the Member (including
amounts paid in satisfaction of judgments, in settlement of any action, suit, demand,
investigation, claim or proceeding ("Claim"), as fines or penalties) and from and
against all legal or other such costs as well as the expenses of investigating or
defending against any Claim or threatened or anticipated Claim arising out of,
connected with or relating to this Agreement, the Company or its business affairs in
any way; provided, that the conduct of the Member which gave rise to the action
against the Member is indemnifable under the standards set forth herein.
Upon application, the Member shall be entitled to receive advances to cover the
costs of defending or settling any Claim or any threatened or anticipated Claim
against the Member that may be subject to indemnification hereunder upon
receipt by the Company of any undertaking by or on behalf of the Member to
repay such advances to the Company, without interest, if the Member is Judicially
Determined not to be entitled to indemnification as set forth herein.
All rights of the Member to indemnification under this Agreement shall (i) be
cumulative of, and in addition to, any right to which the Member may be entitled to
by contract or as a matter of law or equity, and (ii) survive the dissolution,
liquidation or termination of the Company as well as the death, removal,
incompetency or insolvency of the Member.
The termination of any Claim or threatened Claim against the Member by
judgment, order, settlement or upon a plea of nolo conlendfere or its equivalent
shall not, of itself, cause the Member not to be entitled to indemnification as
provided herein unless and until Judicially Determined to not be so entitled.
14
17. Miscellaneous
This Agreement and the rights and liabilities of the parties hereunder shall be governed by and
determined in accordance with the laws of the State of Texas. If any provision of this
Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect
the other provisions of this Agreement, which shall remain in full force and effect.
The captions in this Agreement are for convenience only and are not to be considered in
construing this Agreement. All pronouns shall be deemed to be the masculine, feminine,
neuter, singular or plural as the identity of the person or persons may require. References to a
person or persons shall include partnerships, corporations, limited liability companies,
unincorporated associations, trusts, estates and other types of entities.
This Agreement, and any amendments hereto may be executed in counterparts all of which
taken together shall constitute one agreement.
This Agreement sets forth the entire agreement of the parties hereto with respect to the subject
matter hereof. It is the intention of the Members) that this Agreement shall be the sole
agreement of the parties, and, except to the extent a provision of this Agreement provides for
the incorporation of federal income tax rules or is expressly prohibited or ineffective under the
Statutes, this Agreement shall govern even when inconsistent with, or different from, the
provisions of any applicable law or rule. To the extent any provision of this Agreement is
prohibited or otherwise ineffective under the Statutes, such provision shall be considered to be
ineffective to the smallest degree possible in order to make this Agreement effective under the
Statutes.
Subject to the limitations on transferability set forth above, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and to their respective heirs, executors,
administrators, successors and assigns.
No provision of this Agreement is intended to be for the benefit of or enforceable by any third
party.
IN WITNESS WHEREOF, the parties have executed this Agreement this 1st day of
September 2020.
Yellow Door Renovations, LLC
By.
15
M ber Signature
�e ,ber Sig tore
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