HomeMy WebLinkAboutContract 45622-EX 01Y SECREYARV
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EXCHANGE CONTRACT CONTRACT Wel.
This EXCHANGE CONTRACT ("Contract") is entered into by and between EvENT
FACHIITIEs FORT WORTH,INC., a Texas non-profit corporation ("EFFW"), the CITY OF FORT
WORTH,TExAs, a home-rule municipality of the State of Texas, acting by and through its duly
authorized City Manager ("City"), and JACK HUFF ("Huff'), to be effective as of the date
("Effective Date") of the last of the parties to sign, as set forth below their signatures.
RECITALS
A. EFFW is a support organization to Southwestern Exposition and Livestock Show
("SWELS"), and by extension, supports agricultural and livestock events at the Will Rogers
Memorial Center("WRMC") owned by the City.
B. The City is the owner of fee simple title to certain real property located in Tarrant
County, Texas, being more particularly described on the attached Exhibit "A" ("City Tract").
The City Tract was part of a parcel acquired for purposes of right-of-way for the Chisholm Trail
Parkway project, with the City Tract being a remainder tract. The City Tract has no access to a
publicly dedicated street.
C. The City Tract is adjacent to other property owned by EFFW, and EFFW desires
to acquire the City Tract to incorporate it into a larger tract to be used as a storage facility to
support the SWELS and other agricultural and livestock events at WRMC.
D. Huff is the contract purchaser, acting as nominee for EFFW, of an approximately
0.366 acre tract of undeveloped land on Bryce Avenue near Montgomery Street in Fort Worth,
Tarrant County,Texas more particularly described on the attached Exhibit "B" ('Bryce Tract"),
pursuant to a Commercial Contract — Unimproved Property dated February 12, 2014 by and
between Wells Fargo Bank, National Association, as Successor Trustee of the Lois Eldredge
Griffin Testamentary Trust for the benefit of Joan Griffin Gambill, GFRE, LLC, and Joan G.
Gambill, collectively as seller, and Jack Huff and/or assigns, as purchaser ("Bryce Tract
Purchase Contract"),
E. The City's Public Events Department currently needs the Bryce Tract to store
stalls and footing to support agricultural and livestock events at WRMC, and the City intends for
the Bryce Tract to be incorporated into future public events facilities at WRMC.
F. The parties desire that the City convey the City Tract to EFFW in exchange for
EFFW(i)funding the City's purchase of the Bryce Tract and (ii)providing a License Fee Credit,
as defined herein.
AGREEMENT
In consideration of the mutual covenants set forth in this Contract and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,the parties agree
as follows:
OFFICIAL RECORD
CITY SECRETARY
1637572_1 1 FT.VYORTI�,TX C l Jf, NAY
1. Exchange.
(a) The City agrees to convey the City Tract to EFFW, and EFFW agrees to pay the
costs of the City acquiring the Bryce Tract, on and subject to the terms and conditions set forth in
this Contract.
(b) Huff shall assign his rights as purchaser under the Bryce Tract Purchase Contract
to the City so that the Bryce Tract will be conveyed to the City at the Closing(described below).
(c) The City Tract and the Bryce Tract shall each be conveyed free and clear of all
liens, claims, easements, rights-of-way, reservations, restrictions, encroachments, tenancies,
leases and any other encumbrances ("Encumbrances"), except for the Encumbrances appearing
in the Title Commitment or Survey for the City Tract and the Bryce Tract, respectively, that are
either not objected to or that are objected to but not cured and subsequently waived pursuant to
Section 4 below ("Permitted Encumbrances"). In no event shall any liens or other monetary
encumbrances be Permitted Encumbrances.
2. Valuation of the City Tract and the Bryce Tract The City and EFFW agree that the fair
market value of the City Tract is $716,254.00, and the fair market value of the Bryce Tract is
$318,700.00, based upon current appraisals performed by independent third party appraisers.
3. License of City Tract. Following the acquisition of the City Tract pursuant to this
Contract, EFFW shall proceed with platting the City Tract with other adjacent properties owned
by EFFW into a single lot, pursuant to City platting requirements. EFFW shall then proceed
with planning and construction of a storage facility ("Storage Facility") to store dirt for the
SWELS and other livestock footing, as well as other storage purposes, used at and in support of
agricultural and livestock events at WRMC. At the Closing (described below), EFFW and City
shall execute the License Agreement attached to this Contract as Exhibit "C"("License
Agreement"), and the City shall receive a [$397,554.00 less the City Tract Closing Costs] credit
against license fees ("License Fee Credit") to be incurred by the City under the License
Agreement for the City's use of the Storage Facility. The License Agreement shall be a
Permitted Encumbrance(defined below) on the City Tract.
4. Title Commitment and Survey.
(a) Within five (5) days after the Effective Date, each party, at such party's sole cost
and expense,may obtain the following with respect to the property to be conveyed to such party:
1. Owner's Commitment for Title Insurance ("Title Corninitment") issued by
Republic Title Company as agent for First American Title Insurance Company, Fort
Worth, Texas 76102 ("Title Company"), which Title Commitment shall set forth the
status of the title of the City Tract or Bryce Tract, as applicable, and shall show all
Encumbrances and other matters, if any,relating thereto; and
2. A legible copy of all documents referred to in the Title Commitment,
including but not limited to,plats,reservations, restrictions, and easements.
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(b) Within five (5) days after the Effective Date, EFFW shall provide the City with a
copy of the existing survey of the Bryce Tract, and the City shall provide EFFW with any survey
of the City Tract in its possession. Each party may obtain, at that party's sole cost and expense a
new or updated survey of the property to be conveyed to that party(each a"Survey"; collectively
the "Surveys"), as applicable, each consisting of a plat and field notes describing the same.
If the parties elect to have a new or updated Survey prepared, the legal description from
the Survey will be substituted for the legal description of the City Tract or Bryce Tract contained
herein, as applicable, as if the legal description for the Survey had originally been a part of this
Contract, and the City and EFFW agree to execute any other documents reasonably required to
evidence the continued validity of this Contract. The description of the City Tract and the Bryce
Tract prepared as a part of the Surveys will be used in all of the documents set forth in this
Contract that require a description of the same.
(c) If the Title Commitment or Survey for either the City Tract or the Bryce Tract
discloses any Encumbrances or other matters which are not acceptable to the City (in the case of
the Bryce Tract) or EFFW (in the case of the City Tract), then that party may g
written notice thereof within three (3) days after receipt of the Survey or Title Commitment
all documents referred to in the Title Commitment specifying such party j
("Objections"),if any.
(d) If either party gives notice of Objections to the other, and the other party does not
cure the Objections within the three (3) day period following receipt of the notice from the
objecting party("Cure Period"),then the objecting party may either(i)terminate this Contract by
giving written notice thereof to the other party within three (3) days after the expiration of the
Cure Period, and, upon such termination, neither party shall have any further rights or
obligations hereunder, or (ii) waive the Objections and consu Permitted ate the purchase of the property
subject to the Objections,which shall be deemed to be
5. Termination Default and Remedies.
(a) If either party fails to timely perform under this Contract for any reason (other
than a permitted termination pursuant to this Contract or the other party's failure to perform
under this Contract,then the non-defaulting party shall have the right to exercise any other right
or remedy the non-defaulting party may have at law or equity by reason of such default,
including but not limited to, the recovery of attorneys' fees incurred by the non-defaulting party
in connection therewith.
(b) The City may terminate this Contract upon written notice to EFFW in the event
that the City is prohibited or rendered unable by law from performing an obligation hereunder.
In the event of termination under this Section 3(b), neither the City nor EFFW shall have any
further rights or obligations hereunder.
6. Closin .
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(a) The closing ("Closing") of the exchange of the City Tract and the Bryce Tract
shall occur in the office of the Title Company on or before May 22, 2014, unless the City and
EFFW mutually agree to a later date("Closing Date").
(b) At the Closing, all of the following concurrent conditions shall occur:
(l) Huff shall assign the Bryce Tract Purchase Contract to the City so that the
sellers under the Bryce Tract Purchase Contract deliver or cause to be delivered to the
City a Special Warranty Deed acceptable to the City in form and substance, conveying to
the City title to the Bryce Tract subject only to the Permitted Encumbrances.
(2) EFFW shall pay into escrow with the Title Company the funds shown as
"due from Purchaser" on the purchaser closing statement for purchase of the Bryce Tract.
This purchaser closing statement shall show credit against the purchase price for the
earnest money previously funded by EFFW.
(3) The City,at its sole cost and expense, shall deliver or cause to be delivered
to EFFW a Special Warranty Deed acceptable to EFFW in form and substance,
conveying to EFFW title to the City Tract subject only to the Permitted Encumbrances.
(4) The seller under the Bryce Tract Purchase Contract shall pay the premium
for an Owner's Policy of Title Insurance issued by the Title Company to the City for the
Bryce Tract, in accordance with the Bryce Tract Purchase Contract, insuring that, after
the Closing, the City is the owner of indefeasible fee simple title to the Bryce Tract,
subject only to the Permitted Encumbrances.
(5) EFFW shall pay the premium for an Owner's Policy of Title Insurance
issued by Title Company to EFFW for the City Tract ("City Tract Premium"), insuring
that, after the Closing, EFFW is the owner of indefeasible fee simple title to the City
Tract, subject only to the Permitted Encumbrances.
(6) EFFW shall pay any escrow fees and recording costs ("Recording Fees",
and together with the City Tract Premium,collectively, "City Tract Closing Costs").
(7) The City and EFFW shall each pay their-respective attorneys'fees.
(8) The City and EFFW shall execute and deliver the License Agreement.
(9) The total amount of the City Tract Closing Costs paid by EFFW shall be
deducted from the amount of the License Fee Credit set forth in Section 3 above, and this
adjusted amount shall be inserted into Section 5 of the License Agreement prior to its
execution at Closing.
(c) Ad valorem and similar taxes and assessments relating to the Bryce Tract shall be
prorated as of the Closing Date with the City being responsible for any 2014 taxes due and
16375721 4
on the Bryce Tract after the Closing. EFFW shall be responsible for any 2014 taxes due and
payable on the City Tract after the Closing Date.
(d) Upon completion of the Closing, the City shall deliver actual possession of the
City Tract to EFFW, and EFFW shall take actual possession of the City Tract, free and clear of
all tenancies of every kind and parties in possession except for the License Agreement.
(e) Upon completion of the Closing, EFFW shall deliver actual possession of the
Bryce "Tract to the City, and the City shall take actual possession of the Bryce Tract, free and
clear of all tenancies of every kind and parties in possession.
7. Condition Precedent to Performance by EFFW.
(a) Notwithstanding anything to the contrary, the following shall be conditions
precedent to the parties' obligation to close the transaction hereunder: City and EFFW being
satisfied in their sole discretion with the physical condition of the Bryce Tract (in the case of
City) and the City Tract(in the case of EFFW)and the results of all Tests (as hereinafter defined)
conducted thereon, including, but not limited to the results of any environmental site
assessments. City shall accept the Bryce Tract in AS IS condition, and EFFW shall accept the
City Tract in AS IS condition, each with no warranty or representation of any kind regarding the
physical condition of the property.
(b) If the condition precedent described in Section 7(a) above is not fiilly satisfied
on or before ten (10) days after the Effective Date, either party may give notice thereof to the
other, on or before the end of the ten (10) day period whereupon this Contract shall terminate, .
and upon the termination, neither party shall have any further rights or obligations under this
Contract.
(c) The provisions of this Section 7 shall control all other provisions of this
Contract.
8. Agents.
(a) The City and EFFW each represent and warrant to the other that it has not
engaged the services of any agent, broker, or other similar party in connection with this
transaction. Each agrees to indemnify and hold the other harmless from the claims of any
agent,broker,or similar party claiming by,through or under tine indemnifying party.
(b) The City acknowledges that Jack Huff is a licensed Texas Real Estate Broker.
9. Tests. Prior to Closing, EFFW, at EFFW's sole cost and risk, may go on the City Tract
and may make environmental inspections, surveys, test borings, soil analyses, and other tests _
and surveys thereon. Prior to Closing, the City, at the City's sole cost and risk, may go on the
Bryce Tract and may make environmental inspections, surveys, test borings, soil analyses, and
other tests and surveys thereon. The above-described inspections are referred to as the "Tests".
16375721 5
10. Representations of City. The City warrants and represents to EFFW, which
representations and warranties shall survive Closing regardless of what investigations EFFW
may make or have made with respect thereto,that:
(a) This Contract and all doctunents to be executed and delivered by the City at
Closing are and at the Closing will be: (i) duly authorized, executed, and delivered; and (ii)
legal, valid, and binding obligations of the City that do not and will not violate any provisions
of any agreement to which the City is a party or to which the City is subject.
(b) The City has and Closing cfr � EFFW
and indefeasible fee simple title to the Bryce Tract free and clear of all Encumbranes, except for
the Permitted Encumbrances.
(c) To the City's knowledge,there are no "underground storage tanks" located on the
City Tract, as that term is defined in the Comprehensive Environmental Response, Compensation
and Liability Act of 1980,42 United States Code § 6991.
11. Representations of EFFW. EFFW warrants and represents to the City, which
representations and warranties shall survive Closing regardless of what investigations the City
may make or have made with respect thereto,that:
(a) This Contract ation of EFFW that tdoes not and will not and
anyd;provisions of any
valid, and binding obligation
agreement to which EFFW is a party or to which EFFW is subject.
( EFFW has andthe the
EFFW Tract Dfree will have and will convey to City good and clear of all Encumbrances, xc pt for he
indefeasible fee simple title to
Permitted Encumbrances.
(e) To EFFW's knowledge, there are no "underground storage tanks" located on the
EFFW Tract, as that term is defined in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 United States Code § 6991.
12. Miscellaneous.
(a) Any notice required or permitted shall be in writing and deemed to have been
given when hand delivered or deposited in the United States mail, certified mail, addressed to
such party at the address specified below. Any address for notice may be changed by notice as
so given.
(b) This Contract (including the attached exhibits) contains the entire agreement
between the City and EFFW regarding the City Tract and the Bryce Tract, and no oral statements
or prior written matter not
tractt shall not be binding unless is t forth n a document executed
Modifications to this Contract by
each party or by a duly authorized agent or representative.
16375721 6
(c) 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 rights
hereunder at any time at or prior to Closing to any other person or entity without the prior written
consent of the other party.
(d) This Contract may be signed in multiple counterparts, each of which shall be
deemed an original.
(e) Time is of the essence in this Contract.
(f) Prior to Closing, risk of loss with regard to the City Tract shall be borne by the
City, and risk of loss with regard to the Bryce Tract shall be borne by EFFW.
(g) This Contract shall be governed by and construed in accordance with the laws of
the State of Texas.
(h) In case any one or more of the provisions contained in this Contract is for any
reason held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision hereof, and this Contract shall be construed
as if such invalid,illegal, or unenforceable provision had never been contained herein.
(i) Each party and its counsel have reviewed and revised this Contract, and the
normal rule of construction that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Contract or any amendments or exhibits hereto.
0) The captions beside the section numbers of this Contract are for reference only
and do not modify or affect this Contract. Wherever required by the context, any gender shall
include any other gender,the singular includes the plural,and the plural includes the singular.
(k) The obligations under this Contract are performable in Tarrant County,Texas.
(1) The parties consent that venue of any action brought under this Contract will be in
Tarrant County,Texas.
16375721 7
*OR)-
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Executed by the parties as of the Effective Date. (�
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1-0 o—1
CITY: o
,y8
CITY OF FORT WORTH,TEXAS, T,,�- C=tySccretary $o�Q00000ao-'pct
a home-rule munic'pality of the State of Texas n ��x x-
By'
Name: -
Address: 1000 Throckmorton
Fort Worth,Texas,76102
APPROVED AS TO LEGALITY AND FORM:
Date Executed:�l i _L. R�
Assistant City Attorney
EVENT FACILITIES FORT WORTH,INC.,
a Texas non-profit corporation
By:
Mike Groomer,President
Date Executed:
HUFF:
Jack Huff
Date Executed:
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
16375721 8
Executed by the parties as of the Effective Date.
CITY:
CITY OF FORT WORTH, TEXAS, ATTEST:
a home-rule municipality of the State of Texas
By: City Secretary
Name:
Address: 1000 Throckmorton
Fort Worth,Texas, 76102
APPROVED AS TO LEGALITY AND FORM:
Date Executed:
Assistant City Attorney
EVENT FACILITIF4 FORT WORTH,INC.,
a Tex?n�,on-p�rot c oration
By: �` ! ---
Mike Groomer,President
Date Executed: O6
21=901LI
HUFF:
Jack Huff
Date Executed:
1637572_1 8
Executed by the parties as of the Effective Date.
CITY:
CITY OF FORT WORTH,TEXAS, ATTEST:
a home-rule municipality of the State of Texas
By: City Secretary
Name:
Address: 1000 Throckmorton
Fort Worth,Texas, 76102
APPROVED AS TO LEGALITY AND FORM:
Date Executed:
Assistant City Attorney
EVENT FACILITIES FORT WORTH,INC.,
a Texas non-profit corporation
By:
Mike Groomer, President
Date Executed:
HUFF:
JGHuff
Date Executed:
16375721 8
EXHIBIT"A"
THE CITY TRACT
TRACT 1:
Being a 0.220 acre tract of land situated in the W.B.Conner Survey,Abstract No.288,City of Fort Worth,Tan-ant
County,Texas and being out of a 6.760 acre tract of land(by deed)deeded by Dick Ritchie,Substitute Trustee,
to Ada ec Carr by Substitute County, ,Dead
saidd0a 220 May
cre tract of land being more particularly described by metes
e
Deed Records of Tan-ant County,
and bounds as follows:
BEGINNING at a 1/2 inch iron rod found for the most Northerly and Westerly Northeast corner of said 6.760 acre
tract of land,said 1/2 inch iron rod being in the South right-of-way line of Rutledge Street(a variable width right-
of-way),rod being 394.79 feet ghtroofdand t g grid angles r to centerline f station 425+0757 of the proposed centerline of on
State Highway 121;
(1)THENCE North 89 degrees 02 minutes 04 seconds East,with a North line of said 6,760 acre tract of land and
with the South right-of-way line of said Rutledge Street,a distance of 30.52 feet to a point for the most Northerly
and Easterly Northeast corner of said 6.760 acre tract of land,said point being in the proposed Northwesterly
right-of-way line of State Highway 121,said paint also being the beginning of a Control of Access Line,said point
also being in the West line of Lot 1,Block 1 of the W.M.Cameron 8r Co,,Inc.Plant Site No.2,an Addition to the
City of Fort Worth,Tarrant County,Texas as recorded in Volume 386-101,Page 40 of the Plat Records of Tart-ant
County,Texas,from which a 518 inch iron rod found for the Northwest corner of said Lot 1 bears North 00
degrees 48 minutes 45 seconds West,a distance of 7.94 feet;
(2)THENCE South 00 degrees 48 minutes 45 seconds East,with the proposed Northwesterly right-of-way line of
said State Highway 121,with the said Control of Access Line,with the East tine of said 6.760 acre tract of land
and with the West line of said Lot 1,a distance of 309.00 feet to a R.D.W.Marker set for corner,from which a
5/8 inch iron rod with cap stamped"GORRONDONA"set for an angle point in the East tine of said 6.760 acre
tract of land and in the West line of said Lot 1 bears South 00 degrees 48 minutes 45 seconds East,a distance of
59.46 feet;
(3)THENCE South 57 degrees 27 minutes 11 seconds West,with the proposed Northwesterly right-of-way line of
said State Highway 121 and with the said Control of Access Line,a distance of 34.89 feet to a R.O.W.Marker set
for corner in a West line of said 6.760 acre tract of land and in the East line of Block 1 of the Bill Snow
Subdivision,an Addition to the Crty of Fort Worth,Tarrant County,Texas as recorded in Volume 388-80,Page 59
of said Plat Records of Tarrant County,Texas,said R.O.W.Marker being the end of said Control of Access Line,
from which a 1J2 inch iron rod found for the Southeast corner of said Block 1 bears South 00 degrees 58 minutes
27 seconds East,a distance of 82.66 feet;
(4)THENCE North 00 degrees 58 minutes 27 seconds West,with a West line of said 6.760 acre tract of land and
with the East line of said Block 1,passing at a distance of 324.84 feet a 112 inch iron rod found for the Northeast
corner of said Block 1,in all,a distance of 327.22 feet to the POINT OF BEGINNING,and containing 9.566 square
feet or 0.22o acres of land,more or le--.
TRACT 2:
Being a 1.275 acre tract of land situated in the W.B.Conner Survey,Absbact No.288,City of Fort Worth,Tan-ant
County,Texas and being out of a 6.760 acre tract of land(by deed)deeded by Dick Ritchie,Substitute Trustee,
to Ada M.Can-by Substitute Trustee`s Deed dated May 13,2003 and recorded in Volume 16704,Page 110 of the
Deed Records of Tarrant County,Texas,said 1.275 acre tract of land being more particularly described by metes
and bounds as follows:
.16375721 9
BEGINNING at a R.O.W.Marker set in the North line of said 6.760 acre tract of land,said R.O.W.Marker being in
the South line of Block i of the Bill Snow Subdivision,an Addition to the City of Fort Worth,Tarrant County,
Texas as recorded in Volume 388-80,Page 59 of the Plat Records of Tarrant County,Texas,said R.O.W.Marker
also being in the proposed Northwesterly right-of-way line of State Highway 121,said R.O.W.Marker also being
the beginning of a Control of Access lane,said R.O.W.Marker having grid coordinates of N=6.949,728.16 and
E=2.315,002.24,said R.O.W. Marker being 100.24 feet right of and at right angles to centerline station
428+06.96 of the proposed centerline of State Highway 121,from which a 112 inch iron rod found for the
Southeast corner of said Block 1 of the Bill Snow Subdivision bears North 88 degrees 59 minutes 12 seconds East,
a distance of 134.66 feet;
`said State Highway 121 and with the nsaid Control seconds Aeee-ss Linea the proposed Northwesterly distance of 102.99 feet to arR O.W.Marker of
sat for corner;
(2)THENCE South 61 degrees 04 minutes 38 seconds West,with the proposed Northwesterly right-of-way line of
said State Highway 121 and with the said Control of Access Line,a distance of 609.04 feet to a R.O.W.Marker
set for corner in the Westerly tine of said 6.760 acre tract of land and in a Northeast line of Lot 1-R-A,Block 5 of
Factory Place Addition,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in Volume 388-
47,Page 460 of said Plat Records of Tarrant County,Texas,said R.O.W. Marker being 144.85 feet right of and at
right angles to centerline station 435+14.64 of the proposed centerline of State Highway 121,said R.O.W.Marker
in concrete found for an interior elf
also being the end of said Control of Access Line,fi•om which an"X"cut
corner in the Westerly line of said 6.760 acre tract of land bears South 36 degrees 39 minutes 47 seconds East,a
distance of 7129 feet;
(3)THENCE North 36 degrees 39 minutes 47 seconds West,with the Westerly line of said 6.760 acre tract of
land,a distance of 54.41 feet to a 1 inch iron rod found for the Northwest corner of said 6.760 acre tract of land;
(4)THENCE North 32 degrees 30 minutes 57 seconds East,with the Northwesterly line of said 6.760 acre tract of
land,a distance of 10.88 feet to a 314 inch iron rod found for the South corner of Lot 7-R,Block 5 of Factory
Place Addition,an Addition to the City of Fart Worth,Tarrant County,Texas as recorded in Volume 388,Page 655
of said Plat Records of Tarrant County,Texas,said 314 inch iron rod being the Southwest corner of Lot 4-R-1,
Block 5 of Factory Place Addition,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in
Volume 388-201,Page 63 of said Plat Records of Tarrant County,Texas,said 314 inch iron rod also being in the
Northeast line of said Lot 1-R-A;
(5)THENCE North 52 degrees 05 minutes 54 seconds East,with the Northwesterly line of said 6.760 acre tract of
land,passing at a distance of 134.76 feet an"X°cut in concrete found for the Southeast corner of said Lot 4-11-1,
in all,a distance of 286.53 feet to a 1/2 inch iron trod found for the Southeast corner of Lot 4-R,Block 5 of
Factory Place Addiction,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in Volume 388-
114,Page 33 of said Plat Records of Tarrant County,Texas,said 112 inch iron rod being the Southwest miner of
said Block i of the Bill Snow Subdivision;
.(6)THENCE North 65 degreas 47 land and with the Southea ter•ly line of said Block second I of they B I Snow Subdivision,a line
distance of 288.55 feettract io aof
1/2 inch iron rod found for corner;
(7)THENCE North 88 degrees 59 minutes 12 seconds East,with a North line of said 6.760 acre tract of land and
the BEGINNING,h line
o of said Block i square feet or'1 275 acres of land,tmore o5 less.feet ip the POINT OF
Note;The Company is prohibited from inswing the area at-quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct,but is made only for informational and/or identification purposes and does not override Item 2 of
Schedule B hereof.
16375721 10
EXHIBIT"B"
THE BRYCE TRACT
Being Lots 9 and 10,Block 18,ROSS HEIGHTS, an Addition to the City of Fort Worth,
Tarrant County, Texas, according to the plat recorded in Volume 310,Page 32,Real Property
Records Tarrant County, Texas; together with the West half of Gendy Street, as vacated by the
City of Fort Worth Ordinance No. 3589, a certified copy recorded in Volume 3427,Page 7,
Real Property Records Tarrant County,Texas,together with the North half of alley vacated by
City of Fort Worth Ordinance No. 3228, a certified copy recorded in Volume 3427, Page 9,
Real Property Records Tarrant County,Texas.
16375721 11
EXHIBIT
LICENSE AGREEMENT
This LICENSE AGREEMENT ("License") is entered into as of the day of
2014 ("Effective Date") by and between EVENT FACILITIES FORT WORTH,
INC., a Texas non-profit corporation ("Licensor"), acting by an d through its duly authorized
President, and the CITY OF FORT WORTH, TEXAS, a home-rule municipality of the State of
Texas, acting by and through its duly authorized Assistant City Manager("Licensee").
RECITALS
A. Licensor, as a support organization to Southwestern Exposition and Livestock
Show ("SWELS"), is the owner of certain real property located south of West Vickery Blvd., in
Fort Worth, Tarrant County, Texas, as depicted on the attached Exhibit"A" ("EFFW Tract").
B. Licensor anticipates constructing a storage facility ("Storage Facility") on the
EFFW Tract to be used for the storage of dirt for the SWELS and other livestock footing owned
by the City of Fort Worth Public Events Department, as well as other storage purposes, used at
and in support of agricultural and livestock events conducted at the Will Rogers Memorial
Center ("WRMC").
C. Licensee owns and operates WRMC,which is a multi-purpose entertainment
complex in the Fort Worth Cultural District located at 3401 W. Lancaster Avenue in Fort Worth,
Texas.
D. Licensee desires to use the Storage Facility from time-to-time for the storage of
its dirt for livestock footing used at agricultural and livestock events at WRMC.
E. Licensor is willing to allow Licensee to use the Storage Facility to store
Licensee's dirt and other items to support agricultural and livestock events, subject to the terms
and conditions set forth below.
In consideration of the mutual covenants contained in this License, Licensor. and
Licensee agree as follows:
1. License Granted. Licensor grants to Licensee a non-exclusive license to use the Storage
Facility during the "Term (defined below) for the storage of Licensee's dirt for agricultural and
livestock footing used at agricultural and livestock events conducted at WRMC ("Permitted
Use"). Licensee's use of the Storage Facility is subject to reasonable rules and procedures to be
established by Licensor from time-to-time which will be provided to Licensee in writing, and
any change to the rules and procedures shall be provided to Licensee with sufficient notice to
Licensee to enable Licensee to comply in a timely manner. Licensor shall also use the Storage
Facility throughout the Term, and Licensor and Licensee shall reasonably cooperate with each
other to accommodate this joint use.
1613258.4 12
2. Term. The term of this License ("Term") commences on the date Licensor completes
construction of the Storage Facility ("Commencement Date") and expires fifteen(15) years after
the Commencement Date, unless either parry has exercised its Termination Right (as defined in
Section 11 below).
3. Alterations; Maintenance. Licensee may not make any alterations or improvements to
the Storage Facility without the prior written consent of Licensor. Licensee must repair any
damage to the Storage Facility caused by Licensee or anyone under its control or direction.
4. Licensee Fee. Licensee shall pay Licensor an annual fee ("License Fee") equal to ten
percent (10%) of Licensee's pro rata share of the total cost to construct the Storage Facility,
which cost shall include but not be limited to the actual cost of design, construction, land
acquisition, and any fees or permits associated with the Storage Facility (collectively, the
"Storage Facility Cost"), provided that the actual costs are in substantial compliance with the
initial design and estimates provided to Licensee in Section 11 below, and such actual costs do
not exceed 25% of the estimated costs.. Licensee's pro rata share shall be calculated by dividing
the building and dirt storage area built to accommodate Licensee by the total building and dirt
storage area, multiplied by the Storage Facility Cost. The License Fee shall be payable within
thirty (30) days after Licensee receives an invoice from Licensor. The License Fee may be
prorated and/or billed daily or monthly to accommodate the payment schedule of the Licensee
and the License Fee Credit(as defined below).
5. License Fee Credit. Pursuant to the terms of that certain Exchange Contract dated
_, 2014, by and between Licensor, Licensee, and Jack Huff, Licensee shall receive a
License Fee credit of$ to be applied against License Fees incurred by Licensee
under this License.
6. Additional Prop erty• If, after the Effective Date, Licensor acquires additional property
adjacent to the EFFW Tract to be incorporated into the Storage Facility,the term"EFFW Tract"
shall encompass, and this License shall extend to,this additional property.
7. Compliance with Law. All use of the Storage Facility under this License must be
in accordance with all applicabie laws, rules, regulations, ordinances, and restrictions in effect
during the Term. Licensee may use the Storage Facility only for the Permitted Use and may not
store any flammable or hazardous materials in or about the Storage Facility or the EFFW Tract.
8. Waiver of Liability. Licensor shall not be responsible for the theft,loss, damage,bodily
injury or harm, or destruction of any property of Licensee, third parties using the Storage
Facility, or their respective employees, agents, volunteers, invitees, participants, contractors, and
subcontractors, even if the damage is alleged to arise out of some condition on the Storage
Facility or the concurrent negligence of Licensor. Licensee assumes all liability for, and
waives all claims against Licensor for (a) theft, loss, damage, or destruction of personal property
brought into the Storage Facility by Licensee or anyone it controls or directs, and (b) any bodily
injury to employees of Licensee or anyone using the Storage Facility at Licensee's direction.
1613258.4 13
9. Insurance. Licensee is basically a self-funded entity subject to statutory tort laws and, as
such, it does not generally maintain a commercial general liability and/or auto liability insurance
policy. Damages for which Licensee would ultimately be found liable would be paid directly
and primarily by Licensee and not by a commercial insurance company. Licensee-owned
property is covered under the City of Fort Worth Fire and Extended coverage program by a
commercial insurance policy. Statutory worker's compensation insurance coverage is self-
funded to a $750,000.00 retention limit per incident over which commercial coverage responds
with no upper cap; and, employer's liability coverage is maintained at the $1,000,000.00 policy
limit. If Licensee allows any third parry to use the Storage Facility with Licensor's consent, the
third party user must provide Licensor with a certificate of insurance evidencing the third party's
Commercial General Liability insurance in the minimum limit of$500,000, endorsed to include
Licensor and Southwestern Exposition and Livestock Show as additional insured parties, and
Worker's Compensation/Employers Liability insurance in statutory limits with a waiver of
subrogation in favor of Licensor and Southwestern Exposition and Livestock Show.
10. Disclaimer. Licensee will have the opportunity to make inspections of the Storage
Facility prior to the Commencement Date. Licensor specifically disclaims any warranty,
guarantee, or representation, oral or written, past, present, or future concerning the construction,
condition, and state of repair of the Storage Facility. Licensee accepts the Storage Facility on an
"as is"basis, and Licensee expressly acknowledges that Licensor MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW,
INCLUDING,BUT NOT OR LIMITED WARRANTY
FOR A PARTICULAR CONDITION,
LAR PURPOSE OF TI-IE STORAGE
MERCHANTABILITY,
FACILITY.
11. Termination. Licensor and Licensee each have a one-time right to terminate this
Agreement upon completion of the design and construction cost estimation for the Storage
Facility ("Termination Right'). The Termination Right must be exercised, if at all, prior to the
commencement of construction of the Storage Facility. "Commencement of construction" shall
mean the date in the notice to proceed to Licensor's contractor. If Licensee elects to exercise its
Termination Right,Licensor shall pay Licensee a cash payment in the amount of the License Fee
Credit within thirty (30) days after Licensor's receipt of written notice of Licensee's exercise of
the Termination Right. Additionally, if either party fails to comply with its obligations under this
License,the non-defaulting party may terminate this License after providing the defaulting party
with written notice of the default and the opportunity to cure for thirty (30) days after the notice.
The non-defaulting party may also pursue any remedies available at law or in equity.
12. Relationship. Neither Licensor nor Licensee shall be construed, by virtue of this
License,to be the agent,partner,joint venturer, or associate of the other.
13. Notices. Any notice provided for or permitted under this License shall be made in
writing and may be given or served by (i) delivering the same in person to the party to be
or (ii) depositing the same in the mail, postage prepaid, certified with return receipt requested,
addressed to the party to be notified. If notice is deposited in the mail pursuant to (ii) or (iii) of
1613258.4 14
this Section 13, it will be effective upon receipt or refusal. For the purpose of notice, the
addresses of the parties are,until changed as provided below, as follows:
If to Licensee:
City of Fort Worth
Public Events Department
Attn: Kirk Slaughter
Fort Worth,Texas 76102
Telephone: 817-392-2501
E-mail:
with a copy to:
City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
Telephone: 817-392-7600
If to Licensor:
Event Facilities Fort Worth, Inc.
505 Main Street, Suite 240,MS-21
Fort Worth,Texas 76102
Attention: Mike Groomer
Telephone: 817-717-4260
E-mail: mgroomer @effw.org
However, the parties may from time-to-time change their respective addresses, and each has the
right to specify as its address any other address upon at least ten (10) days written notice to the
other party.
14. Binding/Assignment. All provisions contained in this License are binding upon, inure to
the benefit of, and are enforceable by the respective successors and assigns of Licensor and
Licensee. Licensee may not assign its rights under this License, or sublicense the use of the
Storage Facility to any third party users without obtaining prior written approval from Licensor.
15. Entire Agreement. This License contains the entire agreement of the parties with
respect to the License of the Storage Facility and may not be modified orally or in any other
manner than by an agreement in writing signed by all both parties or their respective successors
in interest.
16. Miscellaneous. The headings to the various sections of this License have been
inserted for convenient reference only and do not modify, define, limit, or expand the express
1613258.4 15
provisions of this License. This License is governed by and construed and enforced in
accordance with the laws of the State of Texas, and is subject to all applicable laws, statutes,
regulations, ordinances, and orders, whether of such state or otherwise. If any action, whether
real or asserted, at law or in equity, arises on the basis of any provision of this License,venue for
such action shall lie in the state courts located in Tarrant County, Texas or the United States
District Court for the Northern District of Texas--Fort Worth Division.
17. Severability. If any provision of this License is held to be illegal, invalid, or
unenforceable under present Licenser shall nothbelaffected thereby, and this License t
License shallbe
remaining provisions of this
liberally construed so as to carry out the intent of the parties to it.
18. Governmental Powers. By execution of this License, the City does not waive or surrender
any of its governmental powers or immunities.
19. No Waiver. The failure of any party to insist upon the performance of any term or
provision of this License or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on any
future occasion.
20. Force Majeure. If the performance of any obligation under this License is delayed by
reason of war, civil commotion, acts of God, inclement weather, or other circumstances that are
reasonably beyond the control of the party obligated or permitted under the terms of this License,
regardless of whether the circumstance is similar to any of those enumerated or not, the party so
obligated or permitted shall be excused from performance during the period of delay, so that the
time period applicable to the performance is extended for a period of time equal to the period of
delay.
21. Counterparts. This License may be executed in any number of counterparts with the
same effect as if both parties had signed the same document. Such executions may be
transmitted to the other party by digital scan or facsimile, and such scanned or facsimile
execution shall have the full force and effect of an original signature. All fully executed
counterparts, whether original executions or scanned or facsimile executions or a combination,
shall be construed together and shall constitute one and the same agreement,,,
22. Licensee's Liabilities. Licensor acknowledges that any liabilities incurred by Licensee as
a result of this License are subject to all applicable statutes, laws, rules, and regulations,
but not limited to, the Charter and Code of Ordinances of the City of Fort Worth. Specifically,
total of all liabilities incurred by Licensee under this License that exceed $50,000.00 will be
subject to Fort Worth City Council approval prior to any payment being rendered.
161325 8.4 16
Executed by I..icensor and Licensee as of the Effective Date.
LICENSOR: LICENSEE:
EVENT FACILITIES FORT WORTH,INC., CITY OF FORT WORTH,TEXAS
a Texas non-P fit c oration a home-rule municipality of the State of Texas
rti
By:J/ By:
Mike Groomer Name: � C
President Assistant City Manager
REcommENDEA:
By:
Kirk N.Slaughter
Director of Public Events
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant City Attorney
ATTEST::
By:
Name:
City Secretary
NO M&C REQUIRED
1613258.4 17
EXHIBIT"A"TO LICENSE AGREEMENT
EFFW TRACT
1613258A 18
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Republic Title Of Texas,Inc.
550 Bailey Avenue,Suite 100•Fort Worth,TX 76107
ter®
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REPUBLIC TITLE° Office Phone.(817)877-1481 Office Fax:(817)654 0008
Buyer's Final Settlement Statement
Property: 3501 Bryce Avenue,Fort Worth,TX File No: 1003-85257-RTT Mcer: Stefanie Hayes/SH
settlement Date: 05/21/2014
Disbursement Date: o5/2112014
Print Date: 05/19/2014,10:38 AM
Buyer: City of Fart Worth,Texas
Address: 1000 Throckmorton Street,Fort Worth,TX 76102
Seller: Joan Griffin Gambill;Lois Eldredge Griffin Testamentary Trust;GFRE,LLC
Address:
Charge Description Buyer Charge Buyer Credit
Consideration 320,000.00 T_
Total Consideration
Adjustments: — — 20,000.00
Earnest Mon Deposit
— 300,224.60_
Buyer's Closin Costs d
Prorations 69860
Real Property Taxes 01101/14 to 05121/14
Title/Escrow Char es to: 0.00
Guaranty Assessment Recoupment Charge OTP to TX Title Insurance Guaran Assodation 300.00
One-Half Escrow Fee tc Republic Title of Texas Inc. to Re ublic Title of Texas,Inc. 314.10 _
0500 T-3 Survey Amendment OTP Non-Rest(R-16)__�____.— -- 209.40
[0895 TX]T-19.1 REM Non-Res!OTP w/Survey Amnd(R-29D) to Republic Title of Texas,
Inc. 100.00 _
Recording Fees to Republic Title of Texas,Inc.
Totals 320,923.50 320,923.50
Page•l of 1
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1003-85257-RTT
SELLER:Joan Griffin Gambill and Lois Eldredge Griffin Testamentary Trust fbo 3oan Griffin and GFRE,LLC,a
Texas limited liability company
PURCHASER:City of Fort Worth,Texas
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas,Inc. TIN:75-1825384
ADDRESS OF SET l-LEMENT AGENT: 550 Bailey Avenue,Suite 100,Fort Worth,TX 76107
Purchaser understands the Closing or Escrow Agent has assembled this information representing the transaction
from the best information available from other sources and cannot guarantee the accuracy thereof.Any real
estate agent or lender involved may be furnished a copy of this Statement. Purchaser understands that tax and
insurance prorations and reserves were based on figures for the preceding year or supplied by others or
estimates for current year,and in the event of any change for current year,all necessary adjustments must be
made between Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas,Inc.to make expenditures and disbursements as
shown and approves same for payment.The undersigned also acknowledges receipt of Loan Funds,if applicable,
in the amount shown above and a receipt of a copy of this Statement.
City of rth exas
By: }
Printed Name: L / (4
Title: !!!
Republic Title of Texas,Inc.
By:
Stefanie Hayes
d
9
wner's Policy of Title Insurance T-1
12SUF ED BY
st American Title Insurance Company
POLICY NUMBER
Owners Policy 1003-85257-RTT
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to
the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY,a California corporation(the"Company')insures,as of Date of Policy and,to
the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage,not exceeding the Amount of Insurance, sustained or
incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from:
(a) A defect in the Title caused by:
(i) forgery,fraud,undue influence,duress,incompetency,incapacity or impersonation;
(ii)failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized or delivered;
(iv)failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified,expired or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law;or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land.The term"encroachment"includes encroachments of existing improvements located
on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land.
(d) Any statutory or constitutional mechanic's,contractor's, or materialman's lien for labor or materials having its inception on or before
Date of Policy.
3. Lack of good and indefeasible Title.
4. No right of access to and from the Land,
(Covered Risks continued on Page 2
In Witness Whereof,First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A.
First American Title insurance Company
Dennis J.Gilmore
o • President -
.; SEPTEMBER 24, ;b
1966 a "
Timothy Kemp
Secretary
This jacket was created electronically and constitutes an original document
(This Policy is valid only vdren Schedules A and B are attached)
Form 5025548(1-3-14) Page 1 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
4
COVERED RISKS(Continued)
5, The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating,prohibiting or relating to:
(a) the occupancy,use or enjoyment of the Land;
(b) the character,dimensions or location of any improvement erected on the Land;
(c) subdivision of land;or
(d) environmental protection
if a notice,describing any part of the Land,is recorded in the Public Records setting forth the violation or intention to enforce,but only to
the extent of the violation or enforcement referred to in that notice.
6 action, describing action
ny part of the Land, is recorded n the PubliclRe oords,rbut only todthe Covered
Risk 5 if a notice of
enforcement referred enforcement
that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge,
9, Title being vested other than as stated in Schedule A or being defective:
(a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of
the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency or similar creditors'rights laws;or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency or similar creditors'rights laws by reason of the failure of its recording in the Public Records;
(i) to be timely,or
(ii) to impart notice of its existence to a purchaser for value or ajudgment or lien creditor.
10.Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument
of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs,attorneys'fees and expenses incurred in defense of any matter insured against by this Policy,but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of
and not disclosed in writing[o the Company by the Insured
this policy and the Company will not pay loss or damage, costs, Claimant prior to the date the Insured Claimant became an
attorneys'fees or expenses that arise by reason of: Insured under this policy;
1. (a) Any law, ordinance, permit, or governmental regulation (c) resulting in no loss or damage to the Insured Claimant;
(including those relating to building and zoning) restricting, (d) attaching or created subsequent to Date of Policy(however,
regulating,prohibiting or relating to: this does not modify or limit the coverage provided under
(i) the occupancy,use,or enjoyment of the Land; Covered Risk 9 and 10);or
(ii) the character, dimensions or location of any (e) resulting in
f loss
lnsu Insured Claimant had Ipaid value for
the
improvement erected on the Land;
subdivision of land;or Title,
(m)
(iv)environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy,
or the effect of any violation of these laws, ordinances or state insolvency, or similar creditors'. rights laws, that the
governmental regulations.This Exclusion 1(a) does not modify transaction vesting the Title as shown in Schedule A,is:
or limit the coverage provided under Covered Risk 5. (a), a fraudulent conveyance or fraudulent transfer;or
(b) Any governmental police power. This Exclusion 1(b) does (b) a preferential transfer for any reason not stated in Covered
not modify or limit the coverage provided under Covered Risk 9 of this policy.
Risk 6. 5. Any lien on the Title for real estate taxes or assessments
2. Rights of eminent domain. This Exclusion does not modify or imposed by governmental authority and created or attaching
limit the coverage provided under Covered Risk 7 or 8. between Date of Policy and the date of recording of the deed or
3, Defects,liens,encumbrances,adverse claims or other matters: other instrument of transfer in the Public Records that vests
(a) created, suffered, assumed or agreed to by the Insured Schedule
Claimant; 6. The refusal of any person to purchase,lease or lend money on
(b) Recordswat tD tee Company, not
Policy, but Known to thee Insubred ScheduleeA or becausetof covered here in Unmarketable Title.
he land describe In
Claimant
Form 5025548(1-3-14) Page 2 of 15 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
1. DEFINITION OF TERMS. CONDITIONS (i) "Public Records": records established under state statutes
The following terms when used in this policy mean: at Date of Policy for the purpose of imparting constructive
(a) "Amount of Insurance":the amount stated in Schedule A,as notice of matters relating to real property to purchasers for
may be increased or decreased by endorsement to this value and without Knowledge. With respect to Covered
policy,increased by Section 8(b),or decreased by Sections Risk 5(d),"Public Records"shall also include environmental
10 and 11 of these Conditions. protection liens filed in the records of the clerk of the United
(b) "Date of Policy":The date designated as"Date of Policy"in State
District Court for the district where the Land is
Schedule A, "Title";the estate or interest described in Schedule A.
(c) "Entity": A corporation, partnership, trust, limited liability (k) "Unmarketable Title Title affected by an alleged or
company or other similar legal entity.
(d) "Insured":the Insured named in Schedule A. apparent matter that would permit a prospective purchaser
(i) The term"Insured"also includes: or lessee of the Title or lender on the Title to be released
(A) successors to the Title of the Insured by operation from the obligation to purchase, lease or lend if there is a
of law as distinguished from purchase, including contractual condition requiring the delivery of marketable
heirs, devisees, survivors, personal representatives title.
or next of kin; 2. CONTINUATION OF INSURANCE.
(B) successors to an Insured by dissolution, merger, The coverage of this policy shall continue in force as of Date of
consolidation,distribution or reorganization; Policy in favor of an Insured, but only so long as the Insured
(C)successors to an Insured by its conversion to retains
cured by a estate purchase interest an
Mortgage given bya purchaser
secured
another kind of Entity;
(D) a grantee of an Insured under a deed delivered from the Insured, or only so long as the Insured shall have
without payment of actual valuable consideration liability by reason of warranties in any transfer or conveyance of
conveying the Title; the Title. This policy shall not continue in force in favor of any
(1) If the stock, shares, memberships, or other purchaser from the Insured of either(i) an estate or interest in
equity interests of the grantee are wholly- the Land, or (ii) an obligation secured by a purchase money
owned by the named Insured, Mortgage given to the Insured.
(2) If the grantee wholly owns the named 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT.
Insured, The Insured shall notify the Company promptly in writing (i) in
(3) If the grantee is wholly-owned by an case of any litigation as set forth in Section 5(a)below,or(ii)in
affiliated Entity of the named Insured, case Knowledge shall come to an Insured hereunder of any
provided the affiliated Entity and the named claim of title or interest that is adverse to the Title, as insured,
Insured are both wholly-owned by the same and that might cause loss or damage for which the Company
person or Entity,or may be liable by virtue of this policy. If the Company is
(4) If the grantee is a trustee or beneficiary of a prejudiced by the failure of the Insured Claimant to provide
trust created by a written instrument prompt notice, the Company's liability to the Insured Claimant
established by the Insured named in under the policy shall be reduced to the extent of the prejudice.
Schedule A for estate planning purposes. When, after the Date of the Policy, the Insured notifies the
(ii) With regard to(A), (B), (C)and (D) reserving,however, Company as required herein of a lien, encumbrance, adverse
all rights and defenses as to any successor that the claim or other defect in Title insured by this policy that is not
Company would have had against any predecessor excluded or excepted from the coverage of this policy, the
Insured. Company shall promptly investigate the charge to determine
(e) "Insured Claimant":an Insured claiming loss or damage.
whether the lien, encumbrance, adverse claim or defect or
(f) "Knowledge" or "Known': actual knowledge, not other matter is valid and not barred by law or statute. The
constructive knowledge or notice that may be imputed to an Company shall notify he Insured in writing,within a reasonable
Insured by reason of the Public Records or any other time, of its determination as to the validity or invalidity of the
records that impart constructive notice of matters affecting Insured's claim or charge under the policy. If the Company
the Title. concludes that the lien,encumbrance, adverse claim or defect
(g) "Land": the land described in Schedule A, and affixed is not covered by this policy,or was otherwise addressed in the
improvements that by law constitute real property_The term closing of the transaction in connection with which this policy
"Land"does not include any property beyond the lines of the was issued, the Company shall specifically advise the Insured
area described in Schedule A, nor any right, title, interest, of the reasons for its determination. If the Company concludes
estate or easement in abutting streets, roads, avenues, that the lien,encumbrance,adverse claim or defect is valid,the
alleys, lanes, ways or waterways, but this does not modify Company shall take one of the following actions:(i)institute the
or limit the extent that a right of access to and from the Land necessary proceedings to clear the lien,encumbrance,adverse
is insured by this policy. claim or defect from the Title as insured; (ii) indemnify the
(h) "Mortgage": mortgage, deed of trust, trust deed, or other Insured as provided in this policy; (iii) upon payment of
security instrument, including one evidenced by electronic appropriate premium and charges therefor,issue to the Insured
means authorized by law. Claimant or to a subsequent owner,mortgagee or holder of the
estate or interest in the Land insured by this policy,a policy of
Form 5025548(1-3-14) Page 3 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
CONDITIONS(Continued)
title insurance without exception for the lien, encumbrance, aid c in securing evidence, obtaining witnesses,
adverse claim or defect,said policy to be in an amount equal to prosecuting or defending the action or proceeding, or
the current value of the Land or,if a loan policy,the amount of effecting settlement, and (ii) in any other lawful act that in
the loan; (iv) indemnify another title insurance company in to establish oini of the le ar any other necessary
as insured.r desirable bile
connection with its issuance of a policy(ies) of title insurance Company is prejudiced or b the failure of the Insured to
without exception for the lien, encumbrance, adverse claim or P Y P 1 Y
defect; (v) secure a release or other document discharging the furnish the required cooperation,the Company's obligations
lien, encumbrance, adverse claim or defect;or(vi) undertake a to the Insured under the policy shall terminate, including
combination of(i)through(v)herein. any liability or obligation to defend, prosecute, or continue
4. PROOF OF LOSS. any litigation,with regard to the matter or matters requiring
In the event the Company is unable to determine the amount of such cooperation.
loss or damage, the Company may, at its option, require as a (b) The Company may reasonably require the Insured
condition of payment that the Insured Claimant furnish a signed
Claimant to submit to examination under oath by any
proof of loss. The proof of loss must describe the defect, lien, authorized representative the Company and to produce
encumbrance or other matter insured against by this policy that for examination, inspectti on and copying, at such
constitutes the basis of loss or damage and shall state, to the
reasonable times and places as may be designated by the
extent possible,the basis of calculating the amount of the loss dn f the nyall authorized meium mainta ned,, includigbooks, ledgers,
or damage. checks, memoranda, correspondence, reports, e-malls,
5. DEFENSE AND PROSECUTION OF ACTIONS.
(a) Upon written request by the Insured, and subject to the after Date of Policed that1reasonablygpertantottheeloss or
options contained in Sections 3 and 7 of these Conditions, Y' .
the Company, at its own cost and without unreasonable damage.. Fu of the if requested Company, Insured Claimant shall
delay,shall provide for the defense of an Insured in litigation rant its permission,then, in writing, for any authorized
in which any third party asserts a claim covered by this grant its of the Company to examine, Inspect and
policy adverse to the Insured. This obligation is limited to representative or co of a third
only those stated causes of action alleging matters insured arty all of these records in the that reasonably pertain t c the.loss o o damage. All
against by this policy.The Company shall have the right to party
select counsel of its choice (subject to the right of the information Claimant designated
to the Company pursulant t the Insured lion
Insured to object for reasonable cause) to represent the shall not be disclosed to others unless, in the reasonable
Insured as to those stated causes of action. It shall not be ud ment of the Company, it is necessary in the
liable for and will not pay the feet of any other counsel.The administration of the claim. Failure of the Insured Claimant
Company will not pay any fees,costs or expenses incurred
by the Insured in the defense of those causes of action that reasonably requested uese di informations or grant permilssion to
allege matters not insured against by this policy. secure reasonably necessary information from third parties
(b) The Company shall have the right,in addition to the options y ry
contained in Sections 3 and 7, at its own cost, to institute as rehlulation,shall terminate prohibited
liability lof the
and prosecute any action or proceeding or to do any other 9 g
act that in its opinion may be necessary or desirable to Company under this policy as to that claim.
establish the Title, as insured, or to prevent or reduce loss 7. TERMINATION NATION OF Y OR LIABILITY.
SETTLE CLAIMS;
or damage to the Insured. The Company may take any
appropriate action under the terms of this policy,whether or In case of a claim under this policy,the Company shall have the
not it shall be liable to the Insured. The exercise of these following additional options:
rights shall not be an admission of liability or waiver of any (a) To Pay or
or tenderPayment ymentf ofethe Amount of rInsurance
provision of this policy. If the Company exercises its rights pay P y
under this subsection,it must do so diligently. under this policy together with any costs, attorneys' fees
(c) Whenever the Company brings an action or asserts a and expenses incurred by the Insured Claimant that were
defense as required or permitted by this policy, the authorized by the Company up to the time of payment or
Company may pursue the litigation to a final determination tender of payment and that the Company is obligated to
by a court of competent jurisdiction and it expressly pay.n the exercise by the Company of this option,all liability
reserves the right,in its sale discretion,to appeal from any and obligations of the Company to the Insured under this
adverse judgment CLAIMANT r, policy, ther than to make the payment required in this
6. DUTY OF INSURED CLAIMANT TO COOPERATE. ubsection, shall terminate, including any liability or
(a) In all cases where this policy permits or requires the
Company to prosecute or provide for the defense of any obligation to defend,prosecute,or continue any litigation.
action or proceeding and any appeals, the Insured shall (b) To Pay or Otherwise Settle With Parties Other than the
secure to the Company the right to so prosecute or provide Insured or With the Insured Claimant.
defense in the action or proceeding, including the right to (i) To pay or otherwise settle with other part ies for or in the
use,at its option,the name of the Insured for this purpose. name of an Insured Claimant any-claim insured against
under this policy.In addition,the Company will pay any
Whenever requested by the Company, the Insured, at the costs, gnome s' fees and expenses incurred by the
Company's expense,shall give the Company all reasonable Insured Claimant that were authorized by the Company
up to the time of payment and that the Company is
Form 5025548(1 3-14) Page 4 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
CONDITIONS(Continued)
obligated to pay;or 11. LIABILITY NONCUMULATIVE.
(ii) to pay or otherwise settle with the Insured Claimant the The Amount of Insurance shall be reduced by any amount the
loss or damage provided for under this policy,together Company pays under any policy insuring,a Mortgage to which
with any costs, attorneys' fees and expenses incurred exception is taken in Schedule B or to which the Insured has
by the Insured Claimant that were authorized by the agreed, assumed, or taken subject or which is executed by an
Company up to the time of payment and that the Insured after Date of Policy and which is a charge or lien on the
Company is obligated to pay. Upon the exercise by the Title,and the amount so paid shall be deemed a payment to the
Company of either of the options provided for in Insured under this policy.
subsections (b)(i) or (ii), the Company's obligations to 12.PAYMENT OF LOSS.
the Insured under this policy for the claimed loss or When liability and the extent of loss h damage have been
t
damage,other than the payments required to be made, definitely fixed in accordance with these Conditions, the
shall terminate, including any liability or obligation to payment shall be made within 30 days.
defend,prosecute or continue any litigation. 13.RIGHTS OF RECOVERY UPON PAYMENT OR
8. DETERMINATION AND EXTENT OF LIABILITY, SETTLEMENT.
This policy is a contract of indemnity against actual monetary (a) Whenever the Company shall have settled and paid a claim
loss or damage sustained or incurred by the Insured Claimant under this policy, it shall be subrogated and entitled to the
who has suffered loss or damage by reason of matters insured rights of the Insured Claimant in the Title and all other rights
against by this policy. and remedies in respect to the claim that the Insured
(a) The extent of liability of the Company for loss or damage Claimant has against any p property,to the extent
person or
under this policy shall not exceed the lesser of: of the amount of any loss, costs, attorneys' fees and
(i). the Amount of Insurance;or expenses paid by the Company. If requested by the
(ii) the difference between the value of the Title as insured Company,the Insured Claimant shall execute documents to
and the value of the Title subject to the risk insured evidence the transfer to the Company of these rights and
against by this policy, remedies.The Insured Claimant shall permit the Company
(b) If the Company pursues its rights under Section 3 or 5 and to sue, compromise or settle in n ame of the Insured
the n
is unsuccessful in establishing the Title,as insured, Claimant and to use the name of the Insured Claimant in
(i) the Amount of Insurance shall be increased by 10%, any transaction or litigation involving these rights and
and remedies.
(ii) the Insured Claimant shall have the right to have the If a payment on account of a claim does not fully cover the
loss or damage determined either as of the date the loss of the Insured Claimant, the Company shall defer the
claim was made by the Insured Claimant or as of the exercise of its right to recover until after the Insured
date it is settled and paid. Claimant shall have recovered its loss.
(c7 In addition to the extent of liability under (a) and (b), the (b) The Company's right of subrogation includes the rights of
Company will also pay those costs, attorneys' fees and the Insured to indemnities, guaranties, other policies of
expenses incurred in accordance with Sections 5 and 7 of insurance or bonds, notwithstanding any terms or
these Conditions. conditions contained in those instruments that address
9. LIMITATION OF LIABILITY. subrogation rights.
(a) If the Company establishes the Title,or removes the alleged 14.ARBITRATION.
defect, lien or encumbrance, or cures the lack of a right of Either the Company or the Insured may demand that the claim or
access to or from the Land,all as insured,or takes action in controversy shall be submitted to arbitration pursuant to the Title
accordance with Section 3 or 7, in a reasonably diligent Insurance Arbitration Rules of the American Land Title
manner by any method, including litigation and the Association(Rules'). Except as provided in the Rules,there shall
completion of any appeals, it shall have fully performed its be no joinder or consolidation with claims or controversies of
obligations with respect to that matter and shall not be liable other persons.Arbitrable matters may include,but are not limited
Y controversy to, an
for any loss or damage caused to the Insured. Y or claim between the Company and the
(b) In the event of any litigation, including litigation by the Insured arising out of or relating to this policy, any service in
Company or with the Company's consent, the Company connection with its issuance or the breach of a policy provision,or
shall have no liability for loss or damage until there has to any other controversy or claim arising out of the transaction
been a final determination by a court of competent giving rise to this policy. All arbitrable matters when the Amount
jurisdiction, and disposition of all appeals, adverse to the of Insurance is$2,000,000 or less shall be arbitrated at the option
Title,as insured. of either the Company or the Insured, unless the Insured is an
(c) The Company shall not be liable for loss or damage to the individual person (as distinguished from an Entity). All arbitrable
Insured for liability voluntarily assumed by the Insured in matters when the Amount of Insurance is in excess of$2,000,000
settling any claim or suit without the prior written consent of shall be arbitrated only when agreed to by both the Company and
the Company. the Insured. Arbitration pursuant to this policy and under the
10.REDUCTION OF INSURANCE; REDUCTION OR Rules shall be binding upon the parties. Judgment upon the
TERMINATION OF LIABILITY. award rendered by the Arbitrator(s) may be entered in any court
All payments under this policy, except payments made for costs, of competent jurisdiction.
attorneys'fees and expenses,shall reduce the Amount of Insurance
by the amount of the payment.
Form 5025548(1-3-14) Page 5 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
CONDITIONS(Continued)
15.LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE 16. En
the eAent any provision of this policy, in whole or in part, is
CONTRACT.
(a) This policy together with all endorsements, if any, attached held invalid or unenforceable under applicable law, the policy
shall be deemed not to include that provision or such part held
to it by the Company is the entire policy and contract
a be invalid and all other provisions shall remain in full force
between the Insured and the Company. In interpreting any
provision of this policy, this policy shall be construed as a and effect.
whole. 17.CHOICE OF LAW;FORUM.
(b) Any claim of loss or damage that arises out of the status of (a) Choice of Law: The Insured acknowledges the Company
the Title or by any action asserting such claim, shall be has underwritten the risks covered by this policy and
restricted or this policy. determined the premium charged therefor in reliance upon
(c) Any amendment of or endorsement to this policy must be in the law affecting interests in real property and applicable to
the interpretation, rights, remedies. or enforcement of
writing and authenticated by an authorized person, or
expressly incorporated by Schedule A of this policy. policies of title insurance of the jurisdiction where the Land
(d) Each endorsement to this policy issued at any time is made is located.
a part of this policy and is subject to all of its terms and Therefore, the court or an arbitrator shall apply the law of
provisions. Except as the endorsement expressly states, it the jurisdiction where the Land is located to determine the
does not (i) modify any of the terms and provisions of the validity of claims against the Title that are adverse to the
policy, (ii) modify any prior endorsement, (iii) extend the Insured, and in interpreting and enforcing the terms of this
Date of Policy or (iv) increase the Amount of Insurance. policy. In neither case shall the court or arbitrator apply its
Each Commitment,endorsement or other form,or provision conflicts of laws principles to determine the applicable law.
in the Schedules to this policy that refers to a term defined (b) Choice of Forum;Any litigation or other proceeding brought in a
in Section 1 of the Conditions shall be deemed to refer to by state or Insured
al against
thin the United must be States of filed only
America or
the term regardless of whether the term is capitalized in the its territories having appropriate urisdiction.
Commitment, endorsement or other form, or Schedule, g
Each Commitment,endorsement or other form,or provision 18.NOTICES,WHERE SENT,
in the Schedules that refers to the Conditions and Any notice of claim and any other notice or statement in writing
Stipulations shall be deemed to refer to the Conditions of. required to be given to the Company under this Policy must be
this policy. given to the Company at First American Title Insurance
Company, Attn: Claims National Intake Center, 1 First
American Way, Santa Ana, California 92707. Phone: 888-
632-1642.
M B R Cq
CC
First American Title
Form 5025548(1-3-14) Page 6 of 15 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
*�� •�_• { Owner Policy of Title Insurance (T-1)
First American ISSUED BY
v
First American Title Insurance Company
Schedule POLICY NUMBER
1003-85257-RTF
Name and Address of Title Insurance Company:
First American Title Insurance company, 1500 South Dairy Ashford,Suite 300, Houston,TX 77077.
File No.: 1003-85257-RTT
Date of Policy: 05/22/2014 at 2:22 PM
Address for Reference only: 3501 Bryce Avenue, Fort Worth,TX
Amount of Insurance: $320,000.00 Premium: $2,617.50
1. Name of Insured:
City of Fort Worth,Texas, a home-rule municipality of the State of Texas
2. The estate or interest in the Land that is insured by this policy is:
Fee Simple
3. Title is insured as vested in:
City of Fort Worth,Texas,a home-rule municipality of the State of Texas
4. The land referred to in this policy is described as follows:
See Exhibit A attache hereto and made a part hereof
By its ' a en e e o(f'Texas, Inc. -
L
uthorized Signatory
REPUBLIC TITLE"
SSo Bailey Avenue,suite 100
Fort Worth,TX 76107
(817)877-1481
(817)654-0008
Form 5025548(1-3-14) Page 7 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
EXHIBIT"A"
BEING 0.366 acres of and comprised of Lots 9 and 10, Block 18, ROSS HEIGHTS ADDITION,to the City of Fort
Worth,Tarrant County,Texas,according to the plat recorded in Volume 310, Page 32 of the Plat Records of
Tarrant County,Texas, and a portion of Gendy Street closed by the City of Fort Worth Ordinance No. 3589,
recorded in Volume 3427, Page 7 of the Deed Records of Tarrant County,Texas, and a portion of the former alley
within said Block 18, closed by the City of Fort Worth Ordinance No. 3228, recorded in Volume 3427, Page 9 of
the Deed Records of Tarrant County,Texas. Said 0.366 acres of land being more particularly described by metes
and bounds, as follows:
BEGINNING at a 3/4 iron rod found,at the Northwest corner of Lot 9, of said Block 18, ROSS HEIGHTS
ADDITION, lying in the South right-of-way line of Bryce Avenue(a 50 foot wide public right-of-way);
THENCE East 125.00 feet, along the North boundary line of said Block 18,and the South right-of-way line of said
Bryce Avenue,to a 1/2" iron rod set, in the centerline of former Gendy Street;
THENCE South 01 degree 00 minutes 00 seconds E, 127.50 feet,along the centerline of said former Gendy
Street,to a 1/2" iron rod set, in the centerline of the aforesaid former alley;
THENCE West 125.00 feet, along the centerline of said alley to an°X"cut in concrete set'
THENCE N 01 degree 00 minutes 00 seconds W, 127 50 feet, along the West boundary line of aforesaid Lot 9,
Block 18, ROSS HEIGHTS ADDITION,to THE PLACE OF BEGINNING, Containing 0.366 acres (15,935 square feet)
of land.
Note: The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
correct, but is made only for informational and/or identification purposes and does not override Item 2 of
Schedule B hereof.
Form 5025548(1-3-14) Page 8 of 15 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
=x=� Owner Policy of Title Insurance (T-1)
i y
First American ISSUED BY
First American Title Insurance Company
Schedule POLICY NUMBER
1003-85257-RTT
File No. 1003-85257-RTT
This policy does not insure against loss or damage(and the Company will not pay costs, attorney's fees or
expenses)that arise by reason of the terms and conditions of the leases and easements, if any,shown in
Schedule A and the following matters:
1. The following restrictive covenants of record itemized below:
(the Company must either insert specific recording data or delete this exception)
Item 1 of Schedule B is hereby deleted in its entirety.
2. Shortages in area.
3. Homestead or community property or survivorship rights, if any, of any spouse of any Insured.
4. Any titles or rights asserted by anyone, including but not limited to, persons,the public, corporations,
governments or other entities,
a. to tidelands,or lands comprising the shores or beds of navigable or perennial rivers and streams,
lakes, bays, gulfs or oceans, or
b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any
government,or
C. to filled-in lands, or artificial islands, or
d. to statutory water rights, including riparian rights, or
e. to the area extending from the line of mean low tide to the line of vegetation, or the right of
access to that area or easement along and across that area.
5. Standby fees,taxes and assessments by any taxing authority for the year 2014,and subsequent years;
and subsequent taxes and assessments by any taxing authority for prior years due to change in land
usage previous owner but
f he property a under Section li for Code,or�because of improvements granted
to p
not assessed for a previous tax year.
6. The following matters and all terms of the documents creating or offering evidence of the matters;
(the Company must insert matters or delete this exception)
a. Sewer lines and appurtenances thereto as evidenced by City of Fort Worth Sewer Plats, Sheet(s)
2036-388 as shown on survey prepared by Stuart F. Smith, R.P.L.S. #5454,dated 04/23/2003,
last revised 05/1912003.
b. Utility easements reserved to the City of Fort Worth in Ordinance No. 3589
a certified copy filed 03-25-1960, recorded in Volume 3427, Page 7,Real Property Records
Tarranty County,Texas, as shown on survey prepared by Stuart F. Smith, R.P.L.S. #5454, dated
04/23/2003, last revised 05/19/2003.
C. Utility easements reserved to the City of Fort Worth in Ordinance No. 3228
a certified copy filed 03-25-1960, recorded in Volume 3427, Page 9,Real Property Records
Form 5025548(1-3-14) Page 9 of 15 TX T-i Owner's Policy of Title Insurance(Rev.1Texas
Tarranty County,Texas,as shown on survey prepared by Stuart F. Smith, R.P.L.S. #5454,dated
04/23/2003, last revised 05/19/2003.
d. Mineral estate and interest in coal, lignite and other minerals together with all rights, privileges
and immunities thereto described in instrument filed 12-01-2010, recorded in cc#
D210295321, Real Property Records,Tarrant County,Texas. Title to said interest not checked
subsequent to the date thereof.
e. Mineral estate and interest in coal, lignite and other minerals together with all rights, privileges
and immunities thereto described in instrument filed 12-01-2010, recorded in cc#
D210295322, Real Property Records,Tarrant County,Texas. Title to said interest not checked
subsequent to the date thereof.
f. Mineral lease,together with all rights privileges and immunities incident thereto,to XTO Energy
Inc., Lessee,from Lois Eldredge Griffin Testamentary Trust for the benefit of loan Griffin, Lessor,
as evidenced by Memorandum of Oil and Gas Lease,filed 11/04/2008, recorded in cc#
D208416260, Real Property Records,Tarrant County,Texas.Title to said interest not checked
subsequent to the date thereof.
g. Encroachment of old broken concrete foundation over North property line, as shown on survey by
Stuart F. Smith, R.P.L.S. ##5454,dated 04/23/2003, last revised 05/19/2003.
h. No liability is assumed by virtue of elevated transformer located outside of easement as shown
on survey prepared by Stuart F. Smith, R.P.L.S. #5454, dated 04/23/2003, last revised
05/19/2003.
Form.5025548(1-3-14) Page 10 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
4 xxrkr
First Ainercal
- RESTRICTIONS, ENCROACHMENTS, MINERALS-
OWNER POLICY ENDORSEMENT(T-19.1)
Issued by
First American Title Insurance Company
Attached to Policy No.: 1003-85257-RTT
File No.: 1003-85257-RTT
The Company insures against loss or damage sustained by the Insured by reason of:
1. The insurance provided by this endorsement is subject to the exclusions in Section 5 of this
endorsement; and the Exclusions from Coverage,the Exceptions from Coverage contained in Schedule B,
and the Conditions in the policy.
2. For the purposes of this endorsement only:
n, limitation or restriction in a document or instrument in
a. "Covenant" means a covenant,conditio
effect at Date of Policy. driveway, or curb affixed to either
b. "Improvement" means a building, structure, road,walkway, y.
the Land or adjoining land and that by law constitutes real property, but excluding any crops,
landscaping, lawn, shrubbery, or trees.
purchase; (ii)a right of first refusal; or(iii) a right of prior
c. . "Private Right" means(1) an option to
approval of a future purchaser or occupant.
3. The Company insures against loss or damage sustained by the Insured by reason of:
a. A violation on the Land at Date of Policy of an enforceable Covenant, unless an exception in
Schedule B of the policy identifies the violation;
b. Enforced removal of an Improvement located on the Land at Date of Policy as a result of a
violation, at Date of Policy, of a building setback line shown on a plat of subdivision recorded or
filed in the Public Records, unless an exception in Schedule B of the policy identifies the violation;
C. A notice of a violation, recorded in the Public Records at Date of Policy, of an enforceable
Covenant relating to environmental protection describing any part of the Land and referring to
that Covenant, but only to the extent of the violation of the Covenant referred to in that notice,
unless an exception in Schedule B of the policy identifies the notice of the violation; or
d
transfer f Title on or before hDate of Policy that causes a loss lof he Insuored'siTit eased on a
4. The Company insures against loss or damage sustained by reason of:
a. An encroachment of:
i. an Improvement located on the Land, at Date of Policy,onto adjoining land or onto that
portion of the Land subject to an easement; or
ii. an Improvement located on adjoining land onto the Land at Date of Policy unless an
exception in Schedule B of the policy identifies the encroachment otherwise insured
against in Sections 4.a.i. or 4.a.ii.; or
b. A final court order or judgment requiring the removal from any land adjoining the Land of an
encroachment identified in Schedule B; or
C. Damage to an Improvement located on the Land,at Date of Policy that is located on or
encroaches onto that portion of the Land subject to an easement excepted in Schedule B,which
damage results from the exercise of the right to maintain the easement for the purpose for which
it was granted or reserved; or
d. Damage to an Improvement located on the Land on or after Date of Policy, resulting from the
future exercise of a right to use the surface of the Land for the extraction or development of
minerals or any other subsurface substances excepted from the description of the Land or
excepted in Schedule B.
Form 5025548(1-3-14) Page 11 of 15 TX T-1 Owner's Policy of Tille Insurance(Rev.1-3-14)
5. This endorsement does not insure against loss or damage(and the Company will not pay costs,
attorneys' fees,or expenses) resulting from;
a. any Covenant contained in an instrument creating e toa perform maintenance, repair, or remediation
b. any Covenant relating to obligations of any type
on the Land;
c. except as provided in Paragraph 3.c,any Covenant relating to environmental protection of any
kind or nature, including hazardous or toxic matters, conditions, or substances;
d. contamination, explosion,fire, fracturing,vibration,earthquake, or subsidence; or
e. negligence by a person or an Entity exercising a right to extract or develop minerals or other
subsurface substances.
This endorsement is issued as part of the policy. Except as it expressly states, it does not(i) modify any of the
terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy,or(iv)
increase the Amount of Insurance.To the extent a provision of the policy or a previous endorsement is
inconsistent with an express provision of this endorsement,this endorsement controls. Otherwise,this
endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.
••••,•,,,,� First American Title Insurance Company
'r S 4
;`
SEFFFJFBER 24
- k
r
Dennis.Gilmore Timothy Kemp
}�"';•, t �* _ President Secretary
Form 5025548(1-3-14) Page 12 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
American Important Notice
o
First ISSUED BY
=� First American Title Insurance Company
IMPORTANT NOTICE AVISO IMPORTANTE
To obtain information or make a complaint: Para obtener informacion o para someter una queja:
You may call First American Title Insurance Company's Usted puede Ilamar al numeeo de telefono gratis de First
toll-free telephone number for information or to make a American Title Insurance Company's
queja al.
informacion o
complaint at: 1-888-632-1642
1-888-632-1642
You may also write to First American Title Insurance Usted tambien puede escrCompanyFirst American Title
Company at: Insurance
1 First American Way 1 First American Way
Santa Ana, California 92707 Santa Ana, California 92707
You may contact the Texas Department of Insurance to Puede comunicarse con el Departamento de Seguros de
obtain information on companies, coverages,rights or Texas parcob , derechos o
informacion erc ad al:
1-800-252-3439 complaints at:
1-800-252-3439 1-800-252-3439
You may write the Texas Department of Insurance: Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104 P.O. Box 149104
Austin, TX 78714-9104 Austin, TX 78714-9104
Fax:(512)475-1771 Fax:(512)475-1771
Web:http://www.tdi.state-tx.us Web:http//www.tdi.state.tx.us
E-mail: ConsumerProtection @tdi.state.tx.us
E-mail: ConsumerProtection @tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES: DISPUTES SOBRE PRIMAS O RECLAMOS:
Should you have a dispute concerning your premium or Si tiene una disputa concerniente a su prima o a un
about a claim you should contact First American Title reclamo, debe comunicarse con of First American Title
Insurance Company first. If the dispute is not resolved, you Insurance o mp compun cars.Sion no s resuell mead ispDI).
may contact the Texas Department of Insurance. puede
ATTACH THIS NOTICE TO YOUR POLICY: UNA ESTE AVISO A SU POLIZA:
This notice is for information only and does not become a Este aviso es solo para proposito de informacion y no se
part or condition of the attached document. convierte en parte o condicion del documento adjunto.
Pa e 1 of 1 Mandatory Complaint Notice (11-1-09)
Form 50-TXNOTICE (11-1-09) 9 Texas
Form 5025548(1-3-14) Page 13 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
a Subsidiary of
REPUBLIC TITLE OF TEXAS, INC. Q ,2
— PRIVACY STATEMENT
FiEE'L)BUC TITUE't
Republic Title of Texas,Inc.(*RTT*)is a wholly owned subsidiary of First American Title Insurance Company.RTT and its subsidiary and affiliated companies respect the privacy and
security of your non-public personal information("Personal information')and protecting your Personal Information is one of our top priorities.This Privacy Statement explains RTrs
privacy practices,including how we use the Personal Information we receive from you and from other specified sources,and to whom it may be disclosed.RTT follows the privacy
practices described in thls Privacy Statement and,depending on use business performed,RTT may share information described herein.
Applicability
This Privacy Policy governs our use of the information that you provide to us.It does not govern the manner in which we may use information we have obtained from any other source,
such as information obtained from a public record or from another person or entity.RTT and First American have also adopted broader guidelines that govern our use of Personal
Information regardless of its source.First American calls these guidelines its Fair Information Values.
Types of Information
Depending upon which of our services you are utilizing,the types of nonpublic Personal Information that we may collect include:
• Information we receive from you on applications,forms and In other communications to us,whether in writing,in person,by telephone or any other means;
• Iriformation about your transactions with us,our affiliated companies,or others;
• Information we receive from a consumer reporting agency;and
• Information from you through our Internet websites,such as your name,address,email address,Internet Protocol address,the website links you used to get to our websites,and
your activity while using or reviewing our websites.
Uses of Information
We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party.Therefore,we will not release yorur Per such information o
nonaffiliated parties except:(1)as necessary for us to provide the product or service you have requested of us;or(2)as permitted by law.We may,
indefinitely,including the period after which any customer relationship has ceased.Such information may be used for any internal purpose,such as quality control efforts or customer
analysis.We may also provide all of the types of Personal Information listed above to one or more of our affiliated companies.Such affiliated companies include financial service providers,
such as title insurers,property and casualty insurers,and trust and investment advisory companies,or companies involved in real estate services,such as appraisal companies,home
warranty companies and escrow companies.Furthermore,we may also provide all the information we collect,as described above,to companies that perform marketing services on our
behalf,on behalf of our affiliated companies or to other financial institutions with whom we or our affiliated companies have joint marketing agreements.
Former Customers
Even if you are no longer our customer,our Privacy Policy will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your Personal Information.We restrict access to Personal Information about you to those
individuals and entitles who need to know that information to provide products or services to you.We will use our best efforts to train and oversee our employees and agents to ensure
that your Personal nal Infuraiation will rb handcomply wth'bly and in accordance ce guard this Privacy Policy
Infand RTrand First American's Fair Information Values.We currently maintain physical,
Information Obtained Through Our Web Site
RTT and First American Financial Corporation are sensitive to privacy issues on the Internet.We believe it is important you know how we treat the information about you we receive on
the Internet.In general,you can visit RTT or First American or its affiliates'Web sites on the World Wide Web without telling us who you are or revealing any information about yourself.
Our Web servers collect the domain names,not the e-mail addresses,of visitors.This information is aggregated to measure the number of visits,average time spent on the site,pages
viewed and similar information.RTT and First American use this information to measure the use of our site and to develop ideas to improve the content of our site.
There are times,however,when we may need information from you,such as your name and email address.When information is needed,we will use our best'efforts to let
er oo alto you to
the time of collection how we will use the Personal Information.Usually,the Personal Information we collect is used only by c d respond to your inquiry,p
access specific account/profile information.If you choose to share any Personal Information with us,we will only use it its accordance with the policies outlined above.
Business Relationships
RTT and First American Financial Corporation's sites and its affiliates'sites may contain links to other Web sites.While we try to link only to sites that share our h gh standards an resp c
for privacy,we are not responsible for the content or the privacy practices employed by other sites.
Cookies
Some of RTf's and First American's Web sites may make use of"cookie"technology to measure site activity and to customize information to your personal tastes.A cookie is an element
of data that a Web site can send to your browser,which may then store the cookie on your hard drive.Republictitle.com and FirstAm.com use stored cookies.The goal of this technology
is to better serve you when visiting our site,save you time when you are here and to provide you with a more meaningful and productive Web site experience.
Fair Information Values
ir privacy in all our businesses.We only offer products and services that assure a favorable balance between consumer
• Fairness We consider consumer expectations about the
benefits and consumer privacy.
• Public Record We believe that an open public record creates significant value for society,enhances consumer choice and creates consumer opportunity.We active suppo an
open public record and emphasize its importance and contribution to our economy.
• Use We believe we should behave responsibly when we use information about a consumer in our business.We will obey the laws governing the collection,use and d ssemination
of data.
Accuracy We will take reasonable steps to help assure the accuracy of the data we collect,use and disseminate.Where possible,we will take reasonable steps to correct
inaccurate information.When,as with the public record,we cannot correct inaccurate information,we will take all reasonable steps to assist consumers in identifying the source
of the erroneous data so that the consumer can secure the required corrections.
• Education We endeavor to educate the users of our products and services,our employees and others in our industry about the importance of consumer privacy.We will instruct
our employees on our fair information values and on the responsible collection and use of data.We will encourage others in our industry to collect and use information in a
responsible manner.
+ Security We will maintain appropriate facilities and systems to protect against unauthorized access to and corruption of the data we maintain.
Effective Date:August 1,2011
Form 5025548(1-3-14) Page 14 of 15 TX T-1 Owner's Policy of Title Insurance(Rev. 1-3-14)
Texas
Requests for Correction,Amendment,or Deletion of Personal Information
tion,under certain circumstances to find out to whom your Personal Information has been
As required by applicable law,we will afford you the right to access your Personal Informa
disclosed,and request correction or deletion of your Personal Information.However,RTPs current policy is to maintain customers'Personal Information for no less than your state's
required record retention requirements for the purpose of handling future coverage claims.
For your protection,all requests made under this section must be in writing and must include your notarized signature to establish your identity.Where permitted by law we may charge a
reasonable fee to cover the costs incurred in responding to such requests.Please send requests to:
Republic Title of Texas,Inc.
Peter S.Graf
General Counsel
2626 Howell Street.10th Floor
Dallas,Texas 75204
Changes to this Privacy Statement
This privacy Statement may be amended from time to time consistent with applicable privacy laws.When we amend this Privacy Statement,we will post a notice of such changes on our
website.The effective date of this Privacy Statement,as stated below,indicates the last time this Privacy Statement was revised or materially changed.
Form 5025548(1-3-14) Page 15 of 15 TX T-1 Owner's Policy of Title Insurance(Rev.1-3-14)
Texas
uyc i v v
Electronically Recorded Tarrant County
Official Public Records 5122/2014 2:22 PM D214106522
L PGS 5 $32.00
Xf�4{- 1j7s��!`�Ltti c.cFt�
Mary Louise Garcia Submitter: SIMPLIFILE
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS. IF YOU ARE A NATURAL PERSON,
YOU MAY REMOVE OR STRIDE ANY OR ALL OF THE FOLLOWING
INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
REAL PROPERTY BE'EF THE IT IS
ER OR YOUR RECORD IN
LICE ENSE NUMBER,CORDS:
YOUR SOCIAL SECURITY
<Q 17-1*Q.o 3 6`7
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS;
COUNTY OF TARRANT §
THAT, the City of Fort Worth, Texas, a home-rule municipality of the State of Texas,
acting by and through its duly authorized Assistant City Manager (herein called "Grantor"), for
and in consideration of the sum of Ten Dollars ($10.00) cash and other consideration paid to
Grantor by Event Facilities Fort Worth, Inc., a Texas non-profit corporation. (herein called
"Grantee"), whose mailing address is 505 Main Street, Suite 240, MS-21, Fort Worth, Texas
76102, the receipt and sufficiency of which are acknowledged, has GRANTED, BARGAINED,
SOLD AND CONVEYED, and by these presents does GRANT, BARGAIN, SELL AND
CONVEY unto Grantee all that certain real property situated in Tarrant County, Texas, more
particularly described on Exhibit "A" attached hereto and made a part hereof for all purposes,
and all improvements thereon(the"Pro ert ").
This conveyance is made subject to the matters affecting title to the Property specified in
Exhibit"S'°attached hereto and made a part hereof(the"Permitted Exceptions').
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, unto Grantee and its successors and assigns forever,
and Grantor does hereby bind 'itself, its successors and assigns,to warrant and forever defend all
and singular the Property unto Grantee and its successors and assigns subject to the Permitted
Exce tions, a ainst eve erson whomsoever lawfully claiming or to claim the same, or any
—L-- g-
—rY_p --
part thereof,by,through or under Grantor,but not otherwise.
[Signature Page Follows]
R C I VEO AUG 2 5 ZOi�
EXECUTED to be effective as of the_day of May,2014. Of F
GRANTOR: $ °�
CITY OF FRT WORTH,TEXAS, A ST:
a ho4je-
ic' lity of the Stat of Texas By' 5� ty Secretary Naze /ZlI '
Address: 1000 Throckmorton
Fort Worth,Texas,76102
APPROVED AS TO LEGALITY AND FORM:
ssistant City Attom y
STATE OF TEXAS §
§
COUNTY OF TARRANT § kA. {l/
of
Before me on this day personally appeared ety' loA4J) Assistant City eager be
the City of Fort Worth,Texas, a home-rule municipality of the State of Texas,known a
the person whose name is subscribed to the foregoing instrument and acknowledged to me that
he executed the same for the purposes and consideration therein expressed, and in the capacity
therein stated.
Criven under my hand and seal of office this,day of May,2014.
Notary Public in and for the State of Texas.
My Commission Expires: .
LINDA M.HIRRLINGFR
` jUh ►� a Viz_
MY COMMISSION EXPIRES --------- --
(S(EA)L) F"aty2,261 8
RECORDING RE VESTED BY AND
WIDEN RECORDED RETURN TO
Kelly Hart&Hallman LLP
201 Main Street, Suite 2500
Fort Worth,TX 76102
Attn: Hannah M.Watkins
1633173_1
Exhibit" to Speeial Warranty Deed
Description of the Property
TRACT 1:.
Being a 0,220 acre tract of land r tuated In the W.B.Conner Survey,Abstact No,288,City of Fort Worth,Tarrant
County,Texas and being out of a 6.760 acre tract of land(by deed)deeded by flick Wfthla,Substitute Trustee,
to Ada M.carp'by Substitute Trusttee'n Deed dated May 13,2003 and recorded in Volume 16704,Page 110 of the
Deed Records of Tarrant County,Texas,said 0.220 acre tract of land being more particularly described by metes
and bounds as follows:
BEGINNING at a 112 inch iron rod found for the most Northerly and Wesbarty Northeast comer of said 6.760 acre
tract of land,said iJ2 in iron rod being in the South right-of-way line of Rudedge Street(a variable width right
of-way),said 112 inch iron.rod having grid coordinates of N=6,950,140.31 and E=2,315,129.89,said 112 inch iron
rod being 394.79 feet right of and at right angles to centerline station 425 07.57 of the proposed centerline of
State Highway 121;
(1)THENCE North 69 degrees 02 minutes.04 seconds East,with.a North line of said 6.760 aci+e tract of land and
with the South right-of--way line of said Rutledge 5tras-,a distance of 30.52 feet to a point for the most Northerly
and Eastzrly Northeast corner of said 6.760 acre tact of land,said point being in the proposed Northwesterly
right-of-way line of State Highway 121,said.point also being the beginning of a Control of Access line,said paint
also being in the West litre of Lot 1,Block 1 of the W,M.Cameron&Co.,Inc.Plant Sfte No.2,an Addition to the
City of Fart Worth,Tarrant County,Texas as recorded in Volume 388-101,Page 40 of the Plat Records of Tarrant
County,Texas,frorrr which a 51a inch iron rod found for the Northwest corner of said Lot 1 bm North.00
degrees 48 minutes 45 seconds West,a distance of 7.94 feet;
(2)THENCE South 00 degrees 48 minutes 45 seconds East,with the proposed Northwesterly right of-way line of
said State Highway 121,with the said Control of Access Une,with the East line of said 6,760 acre tract of land
and with the West line of.said Lot 1,a distance of 309.00 feet to a R,O.W.Marker set for comer,from which a
518 inch iron rod with cap stamped"GORRONDONA"Wet for an angle point in the East fine of said 6,760 acre
tract of land and in the West line of sold lot 1 bears South 60 degrees 48 minutes 45 seconds East,a distance of
59.46 Feet;
(3)THENCE South b7 degrees 27 minuten 11 seconds West,with the proposed Noithwenterly right-of-Way line of
said State Highway 121 and with the said Control of Access Une,a distance of 34.80 feet to a R.O.W.Martcer set
for corner in a West line of said 6.760 acre tract of land and in the East line of Block 1 of the Bill Snow
Subdivision,an Addition to the Clay of Fort Worth,Tarrant county,Texan as recorded in Volume 388-80,Page 59
of said Plat Records of Tarrant County,Texas,said R.O.W.Marker being the end of said Control of Access line,
from which a 112 inch iron rod found for the southeast corner of said Block 1 bears South 00 degre--58 minutes
27 seconds East,a distance of 82.66 feet,
(4)THENCE North 00 degrees 58 minutes 27 seconds West,with a West line of said 6,760 acre tact of fend and
with the East line of said Block 1,passing.at a distance of 324.84 feet a 112 inch iron rod found for the Northeast
corner of said Block 1,in all,a distance of 327.22 feet to the POINT OF BEGINNING,and containing 9666 square
feet or 0.220 acres of land,more or iew.
TRACT 2:
Being-a-1275 acts tract of fond situated in-the W=B.Conner Survey,Absbact No-288,City-of-Fart Wrn'th,Tarrant County, and being out of s fi.7t0 acre tract of land(by deed)deeded by Rick Ritchie,Substitute Trustee,
to Ada M.Carr by Substitute Trines Deed dated May 13r 2003 and recorded in Volume 16704,Page 110 of the
Deed Records of Tarrant County,Tens,said 1.275 acre tract of land being more particularly described by metes
n xa
and bounds as follows:
Exhibit"A."
1633173_1
BEGINNING at a R.O.W.Marker set in the North line of said 6.764 acre tract of land,said R.O.W.Marker being in
the South line of Block 1 of the Bill Snow subdivision,an Addition to the City of Fort Worth,Tarrant County,
Texas as recorded in Volume 38880;Page 59 of the Plat Records of Tan-ant County,Texas,said R.O.W.Marker
also being in the proposed Northwesterly right-af-way line of State High coordinates of N-6.949,728,16
,said marker ad g
the beginning of a Control of Access Lane,said R.O.W.Marker having grid
€=2.315,042.24,said R.O.W.Marker being 1Q0.24 feet right of and at right angles to centerline station
428+06.96 of the proposed centerline of State Highway 121,from which a 112 inch iron rod found for the
Southeast corner of said Block 1 of the Will Snow Subdivision bears North 88 degrees 59 minutes 12 seconds East,
a distance of 134.66 feet;
(1)THENCE South:57 degrees 27 minutes 11 seconds.West,with the proposed Northwesterly right-of-way line of
said state Highway 121 and with the said Control of Access tine,a distance of 142,99 feet to a R.O.W.Marker
set for comer;
(2)THENCE South 61 degrees 04 minutes 38 seconds.West,with the proposed Northwesterly right-of-way fine of
said State Highway 121 and with the said Control of Accesv Line,a distance of 609.09 feet to a R.O.W,Marker
set for comer in the Westerly line of said 6.760 acre tract of land and in a Northeast line of Lot 1-R-A,Block 5 of
Factory Place Addition,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in Volume 388-
47,Page 460 of said Plat Records of Tarrant County,Texan,said R.O,W,Marker being 144,85 feet right of and at
right angles to centerline station 435+14.69 of the proposed centerline of state Highway 121,said R.Q.W.Marker
aloo being the end of said Control of Access Line,from which an"X"cut in concrete found for an interior ell
corner in the Westerly line of said 6.760 acre tract of land bears South 36 degrees 39 minutea 47 seconds East,a
distance of 71.29 feet;
(3)THENCE North 36 degrees 39 minutes 47 seconds West,with the Westerly line of raid 6.760 acre tract of
land,a diatance of 54.41 feet to a 1 inch iron rod found for the Northwest Corner of said 6.760 acre tract of land;
(4)THENCE North 32 degree.30 minutes 57,seconds Fast,with the Northwesterly line of said 6.754 acre tract of
land,a distance of 14;85 Feet to a 3/4 Inch iron rod found for the South corner of Lot 7-tt,slock 5 of Factory
Place Addition,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in Volume 338,Page 655
of said Plat Recants of Tarrant County,Texasr said 314 inch iron rod being the Southwest corner of Lot 4-R-1,
Block 5 of Factory Place Addition,an Addition to the City of Fort Worth,Tarrant county,Texas as recorded in
Volume 388-201,Page 63 of said Plat Records of Tarrant County,Texas,said 314 inch iron rod also being in the
Northeast line of said Lot 1-R-A;
(5)THENCE North 52 degrees 05 minutes 54 secands East,with the Northwesterly line of said 6.760-acre tract of
land,passing at a distance of 1$4.76 feet an"?4"cut in concrete found for the Southeast corner of said Lot 4-11-1,
in ail,a distance of 286.53 feet to a 112 inch Iron rod found for the.Southeast corner of Lot 4-R,Brock 5 of
Factory place Addition,an Addition to the City of Fort Worth,Tarrant County,Texas as recorded in Volume 386-
119,Page 33 of said Plat Records of Tarrant County,Texas,said 1/2 inch iron rod beMg the Southwest comer of
said Block 1 of the Bill Snow Subdivision,THENCE North 65 degrees 47 n-dnutw 01 second East,with the
Northwesterly 288,55€e of
land a d with the Southeasterly line of said Block I o the Bill Snow subdMsion, distance of et to a
112 inch Ion rod found for comer;
(7)THENCE North:88 degree-59 minutes 12 seconds East,w'rtfr a North line of said 6.764 acre tract of land and
with the South line,of said Block I of the 5EGINNING,and containing 55,540 riquare Subdivision,
feet or L275vacres of land,more or ess. et to the POINT OF
Elate:The Company is prohibited from insuring the area or quantity of the land described herein. Any statement
in the above legal description of the area or quantity of land is not a representation that such area or quantity is
—.—orrectf but is-made-only forinforrnational end/or identification-purposes and-does not-override Item_2_01'
Schedule B hereof,
Exhibit"A"
1633173_1
Exhibit"S " to Special Warranty Deed
Perulitted Exceptions
1. Standby fees, taxes and assessments by any taxing authority for the year 2014 and
subsequent years, and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership, if any,but not those taxes or assessments
for prig years because Texas Tax Codes orb to a previous owner of
improvements not asses ed far a
under Section 11.1 ,
previous tax year.
2. Rights, if any, of third parties with respect to any portion of the Property lying within the
boundaries of a public or private road.
3. Rights of parties in possession and rights of tenants under any unrecorded leases or rental
agreements.
4. Mineral lease together with all rights, privileges and immunities incident thereto, to Dale
Property Services, LLC, from Richard C. Carr and wife, Patricia A. Carr, described in
instrument filed February 11,2008,recorded in cc#D208046546,Real Property Records,
Tarrant County,Texas.
5. Title to all coal, lignite, oil, gas and other minerals in, under and that may be produced
from the land, together with all rights, privileges, and immunities relating thereto, all of
such interest, to the extent�0�8previously
recorded in cell D208041941, RealP�opexty Records,
instrument filed February 5, >
Tarrant County,Texas.
Exhibit"B"
16331731
Rep'b&Title of T cxas,Inc.
550 Bailey Avenue,Suite 100-Fort worth,TX 76107
ItEPUBF.TC,TfI,I3:.° Office Phone:(817)877-1481 O�ceFicr:(817)654OD08
Final Settlement Statement
Property: TWO tracts WB Conner Survey,Abstract 288, File No., 10 fan 03�yR�
Fort Worth,TX 05/21/2014
Settlement Date:
Disbursement bate: 05/21/2014
Print Date: 051162014,11:46 AM
Buyer: Event Facilities Fort Worth,Inc.
Address: 505 Main Street,Suite 240,Fort Worth,TX 76102
Seller: City of Fort Worth,Texas
Address: 1000 Throclanorton Street,Fort Worth,TX 76102
e5i iioiq - Seiler: a e]lerGrcaE
Bu er6a e- B'' ,er�redit :°_.•:'r. -Consideration• 7I6,254.00
716 254.00 Total Cansidcration
Ad'ustments: 392 83630 _
392,836.30 LieenseF"Credit 318,70030
318,700.00 A nosed ' "Vtoe of Griffin Traci Exc c _
Title/Escrow Charges to: —1.80
Cge-OTP toTXTitle-
ar
GuarantyA.ssessmentRecoulime
Imurunce GoamntyAss2cmon 300.00
Esa v Fee to ublie Title of Texas.Inc. 76.90
- Tax Certificate((,;ommercial)to Data Trace Information
Services 4,289.00
1000 T-lff-1R Single OTP(R-1)to Republic Title of Tex",
Inc. 50.00
Recordin Fecs to Re ublic Title of Texas,Inc.
4,717.70 Cash From To Buyer*` Cash To From Seller
716,254.00 Totais
716254.00 716,254.00
716,254.00
"closing costs paid on behalf of seller
Page I of 1
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1003790367-RTT
SELLER: city of Fort Worth,Texas
PURCHASER: Event Facilities Fort Worth,Inc.,a Texas corporation
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas,Inc. TIN:75-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue,Suite 100,Fort Worth,TX 76107
Purchaser understands the closing or Escrow Agent has assembled this information representing the transaction
from the best Information available from other sources and cannot guarantee the accuracy thereof.Any real
estate agent or lender involved may be furnished a copy of this Statement.Purchaser understands that tax and
insurance proradons and reserves were based on figures for the preceding year or supplied by others or
estimates for current year, and in the event of any change for current year,all necessary adjustments must be
made between Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas,Inc,to make expenditures and disbursements.as
shown and approves same for payment,The undersigned also acknowledges receipt of Loan Funds,if applicable,
in the amount shown above and a receipt of a copy of this Statement,
Event Facilities Fort Worth, Inc., a Texas
corporation
13y: Mike roomer, President
Republic Title of Texas,Inc.
By: —
Stefanie H y
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1003-90367-RTT
SELLER:City of Fort Worth,Texas
PURCHASER: Event Facilities Fort Worth,Inc.,a Texas corporation
SETTLEMENT OR ESCROW AGENT: Republic Tifle of Texas,Inc. TIN: 7S-1825384
ADDRESS OF SETTLEMENT AGENT: 550 Bailey Avenue,Suite 100,Fort Worth,TX 76107
Seller understands the Closing or Escrow Agent has assembled this information representing the transaction from
the best information available from other sources and cannot guarantee the accuracy thereof.Any real estate
agent or lender involved may be furnished a copy of this Statement.Seller understands that tax and insurance
prorations and reserves were based on figures for the preceding year or supplied by others or estimates for
current year,and in the event of any change for current year,all necessary adjustments must be made between
Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas,Inc.to make expenditures and disbursements as
shown and approves same,for payment The undersigned also acknowledges receipt of Loan Funds,if applicable,
in the amount shown above and a receipt of a copy of this Statement.
City o r:h,T x s
Printed
Title:�
Republic Title of Texas,Inc.
By:
Stefani Hay
CITY SECRETAW
CONTRACT NO.
ASSIGNMENT OF COMMERCIAL CONTRACT—UNIMPROVED PROPERTY
THIS ASSIGNMENT OF COMMERCIAL CONTRACT — UNIMPROVED
PROPERTY ("Assi lug Z�ent,) is executed to be effective as of the _ day of May, 2014 (the
"Effective Date"), by and between JACK HUFF, an individual ("Assi nor"), and CITY OF
FORT WORTH, TEXAS, a home-rule municipality of the State of Texas, acting by and through
its duly authorized City Manager("Assignee').
RECITALS:
A. Wells Fargo Bank, National Association, as Successor Trustee of the Lois
Eldredge Griffin Testamentary Trust for the benefit of Joan Griffin Gambill, GFRE, LLC, a
Texas limited liability company, and Joan G. Gambill ("Seller") and Assignor executed that
certain Commercial Contract—Unimproved Property dated effective as of February 12,2014,for
the purchase and sale of approximately 0.3)66 acres of land located on Bryce Avenue, Fort
Worth,Tarrant County,Texas,as more particularly described therein(the
B. Seller and Assignor also executed that certain Commercial Contract Amendment
dated effective March 28, 2014 (the "First Amendment"), pursuant to which the Feasibility
Period was extended until May 15, 2014.
C. The February 12,2014 Commercial Contract—Unimproved Property,as amended
by the First Amendment,is referred to in this Assignment as the"Contract".
D. Capitalized terms not defined in this Assignment have the meanings set forth in
the Contract.
E. Assignor desires to assign to Assignee all of his rights, duties and obligations in,
to and under the Contract, and Assignee desires to accept such assignment and assume such
duties and obligations.
AGREEMENT:
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are acknowledged by the parties,
Assignor and Assignee agree as follows:
1. Assignment. Assignor assigns and transfers to Assignee all of Assignor's rights,
duties and obligations in, to and under the Contract. Assignee accepts such assignment and.
assumes all of the duties and obligations of Assignor under, and agrees to be bound by,the terms
and provisions of the Contract. Assignor shall have no further responsibility relating to the
Contract from and after the Effective Date of this Assignment.
2. Counterparts. This Assignment may be executed in multiple counterparts,each of
which shall be deemed an original to the same effect as if all parties hereto had executed the
same instrument and all of which shall together constitute one and the same instrument.
1633136_1 RECEIVED MAY 2 2 2014
Facsimile signatures and .pdf signatures delivered via electronic mail shall be treated as original
signatures.
IN WITNESS WHEREOF, the parties have executed this Assignment to be effective as
of the Effective Date.
ASSIGNOR:
Jack Huff
�o
ASSIGNEE: g S
CITY OF FORT WORTH,TEXAS,
A ST:
a home- 1 rnuni i ality of the State of Texas
a
Na �Z(l��[ �.
Name: rty Secretary
Address: 1000 Throckmorton
Fort Worth,Texas,76102
APPROVED AS TO LEGALITY AND FORM:
A sistant City home
2
1633136_1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 5/6/2014 - Ordinance No. 21229-05-2014
DATE: Tuesday, May 06, 2014 REFERENCE NO.: L-15678
LOG NAME: 17PURCHASESALELICENSE
SUBJECT:
Authorize Sale of City-Owned Property Located near West Vickery Boulevard and Rutledge Street to
Events Facilities Fort Worth, Inc., Authorize Purchase of Property Located at Bryce Avenue near
Montgomery Street from Wells Fargo Bank, Successor Trustee of the Lois Eldredge Griffin Testamentary
Trust and Joan G. Gambill, Authorize License Agreement with Event Facilities Fort Worth, Inc., and Adopt
Appropriation Ordinance (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the sale of approximately 1.495 acres out of the W.B. Conner Survey located near West
Vickery Boulevard and Rutledge Street to Events Facilities Fort Worth, Inc., in the amount of$716,254.00;
2. Authorize the acceptance of the assignment of a Purchase Agreement to purchase 0.366 acre tract
located on Bryce Avenue near Montgomery Street from Joan G. Gambill and Wells Fargo Bank, National
Association, as Successor Trustee of the Lois Eldredge Griffin Testamentary Trust for the benefit of Joan
Griffin Gambill in the amount of$318,700.00 with the purchase price and all closing costs to be paid by
Events Facilities Fort Worth, Inc.;
3. Enter into a fifteen year License Agreement in the amount of$397,544.00 with Events Facilities Fort
Worth, Inc., to use their property located at West Vickery Boulevard and Rutledge Street for outside
storage for the Public Events Department;
4. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and
appropriations in the Culture and Tourism Fund in the amount of$318,700.00; and
5. Authorize the City Manager or his designee to execute and record documents giving effect to these
recommendations.
DISCUSSION:
In 2006, the City of Fort Worth acquired property located south of the intersection of West Vickery
Boulevard and Rutledge Street for right-of-way for the Chisholm Trail Parkway (Parkway). The acquisition
included a 1.495 acre tract (City Tract) that was excess property, due to the Parkway cutting off City
Tracts' access to a right-of-way. Because the City Tract does not have right-of-way access, it cannot be
platted or developed independently.
After the Parkway was constructed, the City was approached by Events Facilities Fort Worth, Inc. (EFFW)
with a request to purchase the City Tract since it is adjacent to one of its properties. As part of EFFW s
consideration for the purchase of the City Tract, EFFW offered to pay the purchase price and closing costs
Logname: 17PURCHASESALELICENSE Page 1 of 2
for the City to purchase property on Bryce Avenue near Montgomery (Bryce Tract)from Joan G. Gambill
and Wells Fargo Bank, National Association, as Successor Trustee of the Lois Eldredge Griffin
Testamentary Trust for the benefit of Joan Griffin Gambill, which the City will purchase under a Purchase
Agreement assigned to the City. The Bryce Tract is adjacent to the Will Rogers Facility and is needed by
the City of Fort Worth's Public Events Department for the storage of materials to support agricultural and
livestock events at Will Rogers and for future development.
In an effort to move the discussions forward, the City obtained appraisals of both tracts. Because the City
acquired property for the Parkway under rules promulgated by the Texas Department of Transportation
(TxDOT), the City requested that the appraiser appraise the City Tract under TxDOT rules, as if it was a
part of an adjoining tract with access to a right-of-way. The appraised value of the City Tract is
$716,254.00. The appraised value of the Bryce Tract is $318,700.00. Due to the difference in value,
EFFW has proposed entering into a 15 year License Agreement with the City on its property located near
West Vickery Boulevard that would allow the City to store dirt and other items necessary for the operation
of the Will Rogers Facility. The City would receive a License Fee credit for the difference in the value of
the two tracts. The 15 year License Agreement in the amount of$397,544.00 will be a deferred outflow
that will be expensed at $26,502.93 per year over the life of the Agreement. A map of the Bryce Tract and
the City Tract is attached.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached supplemental appropriation ordinance, funds will be available in the current
operating budget, as appropriated, of the Culture and Tourism Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
1)) GG04 444162 0251000 $716,254.00 2)) GG04 541100 0251000 $318,700.00
4)) GG04 159000 0000000 $397,544.00
CERTIFICATIONS:
Submitted for City Manager's Office by:. Fernando Costa (6122)
Jay Chapa (5804)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Cynthia Garcia (8187)
ATTACHMENTS
1. 24PURCHASESALELICENSE AO14 LG Changes.docx (Public)
2. Purchase-Sale-Lease Map.pdf (Public)
Logname: 17PURCHASESALELICENSE Page 2 of 2
City of Fort Worth, Texas
Mayor and Council Communication
b COUNCIL ACTION: Approved on 5/6/2014 -'Ordinance No. 21229-05-2014
DATE: Tuesday, May 06, 2014 u REFERENCE NO.: L-15678
LOG NAME: 17PURCHASESALELICENSE
SUBJECT:
Authorize Sale of City-Owned Property Located near West Vickery Boulevard and Rutledge Street to
Events Facilities Fort Worth, Inc., Authorize Purchase of Property Located at Bryce Avenue near
Montgomery Street from Wells Fargo Bank, Successor Trustee of the Lois Eldredge Griffin Testamentary
Trust and Joan G. Gambill, Authorize License Agreement with Event Facilities Fort Worth, Inc., and Adopt
Appropriation Ordinance (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the sale of approximately 1.495 acres out of the W.B. Conner Survey located near West
Vickery Boulevard and Rutledge Street to Events Facilities Fort Worth, Inc., in the amount of$716,254.00;
2. Authorize the acceptance of the assignment of a Purchase Agreement to purchase 0.366 acre tract
located on Bryce Avenue near Montgomery Street from Joan G. Gambill and Wells Fargo Bank, National
Association, as Successor Trustee of the Lois Eldredge Griffin Testamentary Trust for the benefit of Joan
Griffin Gambill in the amount of$318,700.00 with the purchase price and all closing costs to be paid by
Events Facilities Fort Worth, Inc.;
3. Enter into a fifteen year License Agreement in the amount of$397,544.00 with Events Facilities Fort
Worth, Inc., to use their property located at West Vickery Boulevard and Rutledge Street for outside
storage for the Public Events Department;
4. Adopt the attached supplemental appropriation ordinance increasing estimated receipts and
appropriations in the Culture and Tourism Fund in the amount of$318,700.00; and
5. Authorize the City Manager or his designee to execute and record documents giving effect to these
recommendations.
DISCUSSION:
In 2006, the City of Fort Worth acquired property located south of the intersection of West Vickery
Boulevard and Rutledge Street for right-of-way for the Chisholm Trail Parkway (Parkway). The acquisition
included a 1.495 acre tract (City Tract) that was excess property, due to the Parkway cutting off City
Tracts' access to a right-of-way. Because the City Tract does not have right-of-way access, it cannot be
platted or developed independently.
After the Parkway was constructed, the City was approached by Events Facilities Fort Worth, Inc. (EFFW)
with a request to purchase the City Tract since it is adjacent to one of its properties. As part of EFFW s
consideration for the purchase of the City Tract, EFFW offered to pay the purchase price and closing costs
Logname: 17PURCHASESALELICENSE Page I of 2
for the City to purchase property on Bryce Avenue near Montgomery (Bryce Tract) from Joan G. Gambill
and Wells Fargo Bank, National Association, as Successor Trustee of the Lois Eldredge Griffin
Testamentary Trust for the benefit of Joan Griffin Gambill, which the City will purchase under a Purchase
Agreement assigned to the City. The Bryce Tract is adjacent to the Will Rogers Facility and is needed by
the City of Fort Worth's Public Events Department for the storage of materials to support agricultural and
livestock events at Will Rogers and for future development.
In an effort to move the discussions forward, the City obtained appraisals of both tracts. Because the City
acquired property for the Parkway under rules promulgated by the Texas Department of Transportation
(TxDOT), the City requested that the appraiser appraise the City Tract under TxDOT rules, as if it was a
part of an adjoining tract with access to a right-of-way. The appraised value of the City Tract is
$716,254.00. The appraised value of the Bryce Tract is $318,700.00. Due to the difference in value,
EFFW has proposed entering into a 15 year License Agreement with the City on its property located near
West Vickery Boulevard that would allow the City to store dirt and other items necessary for the operation
of the Will Rogers Facility. The City would receive a License Fee credit for the difference in the value of
the two tracts. The 15 year License Agreement in the amount of$397,544.00 will be a deferred outflow
that will be expensed at $26,502.93 per year over the life of the Agreement. A map of the Bryce Tract and
the City Tract is attached.
FISCAL INFORMATION /CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached supplemental appropriation ordinance, funds will be available in the current
operating budget, as appropriated, of the Culture and Tourism Fund.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
1)) GG04 444162 0251000 $716,254.00 2)) 0004 541100 0251000 $318.700.00
4)) GG04 159000 0000000 $397,544.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Jay Chapa (5804)
Originating Department Head: Kirk Slaughter (2501)
Additional Information Contact: Cynthia Garcia (8187)
ATTACHMENTS
1. 24PURCHASESALELICENSE A014 LG Changes.docx (Public)
2. Purchase-Sale-Lease Map.pdf (Public)
Logname: 17PURCHASESALELICENSE Page 2 of 2
® 550 Bailey Avenue
Suite 100
Fort Worth,Texas 76107
(817)877-1481
Fax(817)654-0008
REPUBLIC TITLE°
May 30,2014
Leann Guzman
CITY OF FORT WORTH
1000 Throckmorton
Fort Worth,TX 76102
RE: GF No. 1003-85257-RTT
Griffin—GFRE/City of Fort Worth
Dear Ms, Guzman,
The above referenced escrow was closed on May 22,2014,therefore,enclosed please find all pertinent
closing documents,including the final Settlement Statement for your records.
I have also enclosed the following:
• ORIGINAL Owners Policy of Title Insurance
• ORIGINAL recorded Warranty Deed.
• ORIGINAL Assignment of Commercial Contract.
It has been a pleasure working with you on this transaction. Please be sure to specify Stefanie Hayes at
Republic Title of Texas for any future title insurance or escrow needs.
ft Siin
t&)—�
Michelle Bedard
Commercial Escrow Officer/Assistant to
Stefanie Hayes
Vice President/Commercial Division
Enclosures
(mailed)
REPUBLIC TITLE OF TEXAS,INC
A SUBSIDIARY OF FirstAmerican Rtle Insurance Company
TITLE INSURANCE AGENT FOR:Alamo Title Insurance Company,Chicago Title Insurance Company,Commonwealth Land Title Insurance Company,Fidelity National Title Insurance Company,
First American Title Insurance Company,Old Republic National Title Insurance Company,Stewart Title Guaranty Company and Title Resources Guaranty Company
550 Bailey Avenue
Suite 100
Fort Worth,Texas 76107
(817)877-1481
Fax(817)654-0008
REPUBLIC TITLE®
May 30,2014
Leann Guzman
CITY OF FORT WORTH
1000 Throckmorton
Fort Worth,TX 76102
RE: GF No. 1003-90367-RTT
City of Fort Worth/Event Facilities Fort Worth, Inc.
Dear Ms. Guzman,
The above referenced escrow was closed on May 22,2014,therefore, enclosed please find all pertinent
closing documents,including the final Settlement Statement for your records.
I have also enclosed the following:
• Duplicate ORIGINAL Exchange Contracts.
It has been a pleasure working with you on this transaction. Please be sure to specify Stefanie Hayes at
Republic Title of Texas for any future title insurance or escrow needs,
Sincerely,
Michelle Bedard
Commercial Escrow Officer/Assistant to
Stefanie Hayes
Vice President/Commercial Division
Enclosures
(mailed)
REPUBLIC TITLE OF TEXAS,INC
A SUBSIDIARY OF First American Title Insurance Company
TITLE INSURANCE AGENT FOR:Alamo Title Insurance Company,Chicago Title Insurance Company,Commonwealth Land Title Insurance Company,Fidelity National Title Insurance Company,
First American Title insurance Company,Old Republic National Title Insurance Company,Stewart Title Guaranty Company and Title Resources Guaranty Company