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1630 & 1638 Brumlow Ave., 2020 - Purchase and Sale Agreement PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the Effective Date (as hereinafter defined) by and between THE CITY OF SOUTHLAKE, ("Purchaser"), and BALLA C. WRIGHT AND/OR ASSIGNS(the "Seller"). A. Purchaser, pursuant to Chapter 21 of the Texas Property Code, has statutory authority for condemnation of that certain property described in Section 1.01 of this Agreement, and Purchaser has indicated to Seller that Purchaser will, if necessary,exercise its powers of eminent domain to condemn such property. B. In order to avoid the expense and delay of such a condemnation action, Seller is willing to sell, and Purchaser is willing to purchase,such property, in lieu of such a condemnation action,on the terms and conditions set forth in this Agreement. ARTICLE I ACQUISITION OF THE PROPERTY Section 1.01 The Property. Subject to the terms and provisions of this Agreement, Seller agrees to sell to Purchaser,and Purchaser agrees to purchase from Seller,all of the following described property(sometimes referred to collectively as the "Property"): All real and personal property, improvements and appurtenant rights, including but not limited to permits, licenses, access easements, access to utilities, rights of way and similar rights, but excluding oil, gas, hydrocarbons and other minerals in,on, under,or that may be produced from, the property, located at 1630 and 1638 Brumlow Avenue, in the City of Southlake, Tarrant County, Texas being approximately 12.938 acres out of the John N. Gibson and Harrison Decker Surveys and further depicted on Exhibit"A". The final legal description shall be determined by the Survey (as defined in Section 2.01) and inserted prior to Closing. Purchase Price. (a) The purchase price(the "Purchase Price")for the Property shall be FOUR MILLION ONE HUNDRED SIXTY-NINE THOUSAND FIVE HUNDRED THIRTEEN DOLLARS($4,169,513.00). The Purchase Price shall be adjusted at the Closing to equal the product of$7.398 multiplied by the actual number of square feet contained in the Property, as set forth in the Survey (as defined in Section 2.01). The Purchase Price shall be paid by Purchaser at the Closing (as defined in Section 4.01). (b) The Purchase Price less any Earnest Money shall be payable in cash at Closing by wired funds and shall be paid by Purchaser to Seller on the Closing Date as defined in Section 4.01. Section 1.02 Earnest Money. Within two(2)days after the Effective Date, Purchaser shall deposit with Fidelity National Title, Attn: Stephanie Kleam, 850 E. State Highway 114, Suite 200, Southlake, Texas, 76092, Telephone: (817)442-11 11, Facsimile: (817)442-9999(the "Title Compan.v") the sum of$5,000.00 as the earnest money under this Agreement (the "Earnest Alone'v"). The Earnest Money and all accrued interest shall either be returned to Purchaser or paid to Seller as provided in this Agreement. Section 1.04 Independent Consideration. If Purchaser terminates this Agreement at any time, ONE HUNDRED NO/100 DOLLARS ($100.00)(the"Independent Consideration")of the Earnest Money shall be paid to Seller as independent consideration for Seller granting Purchaser the unqualified right of Purchaser to terminate this Contract during either the Feasibility Period or the Flood Study Period. If Purchaser terminates this Agreement, even if as permitted herein, the Independent Consideration is non-refundable, but if Purchaser does not terminate this Agreement as permitted herein, the Independent Consideration will be credited to the Purchase Price upon Closing. Section 1.05 Acquisition for Public Use. Purchaser has advised Seller that it has the power of eminent domain under Texas law,that the Property is to be acquired for public use,and that the Property would have otherwise Purchase and Sale:\arvcment Wright Tarrant,C'ounq,Texas been acquired from Seller by condemnation.The parties hereby acknowledge that this Agreement has been negotiated and executed under threat of condemnation. ARTICLE II SURVEY AND TITLE REVIEW Section 2.01 Survey. Purchaser shall, for its own benefit, and at Purchaser's expense, procure a title survey of the Property (the "Survey"). The Survey shall be current, staked, and shall be made on-the-ground and sealed by a duly licensed surveyor. Section 2.02 Title Insurance. Within ten (10) da%s after the Deposit of Earnest Money, Seller shall deliver or cause to be delivered to Purchaser at Seller's expense a commitment for title insurance (the "Title Commitment") issued by the Title Company covering the Proprrt\ and addressed to Purchaser, binding the Title Company to issue to Purchaser at Closing an owner's policy of title insurance paid for by Seller(the"Title Policy") on the standard form of policy in the full amount of the Purchase Price insuring good and indefeasible title to the Property in Purchaser, free and clear of all restrictions, encumbrances, liens, and other matters except any Permitted Exceptions as defined in Section 2.03. Within fifteen (15) days after receipt of the Title Commitment, Seller shall also deliver or cause to be delivered to Purchaser complete, legible copies of all exception documents and other instruments referenced in the Title Commitment. Section 2.03 Purchaser's Review. Purchaser shall have until the expiration of the Feasibility Period(as defined in Section 2.04 below) to examine the Title Commitment and the Survey, and to deliver to Seller in writing Purchaser's objections to any items contained or set forth in the Title Commitment or the Survey(the"Unacceptable Exceptions"). If Seller is unable or unwilling to eliminate and remove all of the Unacceptable Exceptions,then within twenty (20)days after receipt of Purchaser's written notice, Seller shall notify Purchaser in writing of its inability or unwillingness to remove the Unacceptable Exceptions(and such notice shall set forth which Unacceptable Exceptions that Seller is unable or unwilling to remove)and Purchaser may,within ten(10)days' receipt of Seller's notice,either elect to terminate this Agreement by giving written notice of such election delivered to Seller or elect to proceed to Closing. If Purchaser so terminates this Agreement, Earnest Money, and all accrued interest, less the Independent Consideration, shall be returned to Purchaser and neither Party shall have any further rights, duties or obligations hereunder, except as expressly provided in this Agreement to the contrary. If Purchaser does not so terminate this Agreement after receiving Seller's written notice regarding Seller's inability or unwillingness to remove the Unacceptable Exceptions, then the Unacceptable Exceptions together with other exceptions not objected to by Purchaser(other than the pre-printed form exceptions from coverage listed on the Title Commitment) shall become Permitted Exceptions(the"Permitted Exceptions"). Section 2.04 Feasibility and Flood Study Period. (a) Seller shall allow Purchaser and its agents access to the Property to conduct soil tests, engineering studies, environmental assessments, asbestos tests and any other tests Purchaser deems necessary to determine the feasibility of the Property for Purchaser's intended use (collectively,the"Feasibility Study''), for a period beginning the day after the F11ective Date and extending until the later of forty-five(45)days after the Effective Date or fifteen (15)days after receipt of the Title Commitment and all exception documents and other instruments referenced in the Title Commitment, and the Survey, (the "Feasibility Period"). Purchaser shall bear all costs and expenses of its investigation and restore the Property to its condition prior to such investigation and, to the extent permitted by law, Purchaser shall indemnify and hold harmless Seller from and against all loss, costs, injury, damage or expense, including attorneys' fees,caused by such entry or tests.Seller has livestock on the Property and Purchaser shall notify Seller 24 hours in advance of the need for Purchaser and/or Purchaser's agents to enter the property. Purchaser agrees to timely close any gate used to enter or exit the Property. (b) If Purchaser finds the Property unacceptable for any reason, then Purchaser, in its sole discretion, may terminate this Agreement by written notice to Seller on or before the expiration of the Feasibility Period (as extended, if applicable). If Purchaser so terminates this Agreement, the Title Company shall, upon receipt of notice of such election to terminate, return the Earnest Money and all accrued interest thereon, less the Independent Consideration,to Purchaser, and shall pay to Seller the Independent Consideration, and thereafter neither Party shall have any further rights,duties or obligations to the other hereunder. 2 Purchase and Sale:lareemcnt �%right -rarrant,Couim. I cxa (c) Seller shall deliver to Purchaser within ten (10)business days after the Deposit of Earnest Money, any documents in Seller's possession relevant to Purchaser's review and study of the Property,such as the most recent survey, environmental site assessments,site plan(s),any easement documents and other documents affecting the title to the Property,and any development agreements affecting the Property. (d) Purchaser shall have thirty (30) days from the receipt of a hydraulic flood study approved by the City of Southlake (the "Flood Study") to review and study the document (the "Flood Stucly Period'). If Purchaser finds the flood study unacceptable for any reason,then Purchaser, in its sole discretion,may terminate this Agreement by written notice to Seller on or before the expiration of the Flood Study Period. Upon Closing, Purchaser shall have all rights to the Flood Study, including electronic files. Seller's engineer agrees to cooperate with the Purchaser for any future work Purchaser desires to perform on the Property as it relates to the Flood Study at the sole cost of Purchaser. The Flood Study Period may run in whole or in part concurrently with the Feasibility Period, but the two shall be calculated independently. ARTICLE III REPRESENTATIONS,WARRANTIES AND COVENANTS Section 3.01 Representations and Covenants of Seller. Seller hereby represents to Purchaser that the facts recited below are true and accurate and will be true and accurate at Closing: (a) Seller has and will have at Closing good and indefeasible title, in fee simple to the Property, free and clear of all liens(except those to be satisfied with the Purchase Price at the Closing). (b) Seller has no knowledge of any pending condemnation, liens, special assessments, or similar proceedings or charges affecting the Property by any governmental authority. (c) Seller is not a foreign corporation, foreign partnership, foreign trust, or foreign estate, or non- resident alien for purposes of US income taxation,pursuant to Section 1445 of the Internal Revenue Code. (d) There are no leases affecting any portion of the Property and there are no options or contracts granting any rights to acquire any right, title or interest in any portion of the Property, except as listed in the Title Commitment. (e) Seller has not received any notice of any violation of any ordinance, regulation, law or statute of any government agency or instrumentality pertaining to the Property of any portion thereof which has not been complied with. (f) There is no action, suit,proceeding or claim affecting Seller or the Property, relating to or arising out of any lease, option or contract affecting the Property, or the ownership, operation, use or occupancy of the Property,pending or being prosecuted in any court or by or before any agency or other governmental instrumentality nor, to the knowledge of Seller, has any such action, suit, proceeding or claim been threatened or asserted. There is no proceeding pending or presently being prosecuted in connection with the assessed valuation or taxes of other impositions payable in respect of any portion of the Property. (g) No work has been performed or is in progress by Seller at,and no materials have been furnished to, the Property which might give rise to mechanic's,materialman's or other liens against the Property. (h) At no expense to Seller, Seller agrees to cooperate and execute any documents required by the controlling governing authority to accomplish the final platting or re-platting of the Property. (i) To Sellers actual knowledge, no underground storage tanks are located on the Property and the Property is free from all hazardous materials. Section 3.02 Representations and Covenants of Purchaser. Purchaser hereby represents to Seller that the facts recited below are true and accurate and will be true and accurate at Closing: (a) Purchaser has authority to enter into this Agreement. (b) Execution and delivery of this Agreement by Purchaser has been duly authorized. Section 3.03 Survival. Notwithstandin-anN thing to the contrary contained elsewhere in this Agreement, the provisions of this Article III shall survive the Closing. 3 Purchase and Sale Agreement Wright Tarrant,County,Texas ARTICLE IV CLOSING Section 4.01 Closing. (a) The Closing of the purchase and sale of the Property pursuant to this Agreement (the "Closing") shall take place at the Title Company thirty (30) days after the expiration of both the Feasibility and Flood Study Periods, or such earlier date as is elected by Purchaser by giving not less than three(3) days prior notice to Seller if Seller is available, otherwise at Seller's earliest available date.(the "Closing Date"). (b) At the Closing, Seller shall deliver to Purchaser the following: (i) A duly executed and acknowledged special warranty deed(the "Deed'), conveying good and indefeasible title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions,easements, assessments, and restrictions,except for the Permitted Exceptions. (ii) The Title Policy, which shall be delivered within a reasonable time after Closing; (iii) Such other instruments and documents that are customarily executed by a seller of real property in the county in which the Property is located; (iv) Tax statements for calendar year of Closing; and (v) Possession of the Property; (c) At the Closing, Purchaser shall deliver to Seller the following: (i) The Purchase Price; and (ii) Such other instruments and documents that are customarily executed by a purchaser of real property in the county in which the Property is located. (d) Seller hereby waives and releases its rights to enter upon or to use the surface of the Property after the Closing occurs, including the right to enter upon the surface of the Property for purposes of exploring for, developing and/or producing the oil,gas, hydrocarbons, and/or other minerals in,on, under, or that may be produced from,the Property. Section 4.02 Closing Costs and Prorations. Purchaser and Seller hereby covenant and agree that: (a) Seller shall pay the costs of the Title Policy, recording costs for the deed,documentary stamp cost, if any,one-half(1/2)of the escrow fee charged by the Title Company,and Seller's attorneys' fees. (b) Purchaser shall pay the recording fees for any loan documents, one-half(1/2) of the escrow fee charged b} the Title Company,and Purchaser's attorneys' fees. (c) All ad valorem real estate taxes and assessments levied or assessed against the Property for the year of Closing shall be prorated according to the calendar year as of the Closing Date, based on the most recent tax bill and assessments levied for the same. Subsequent to the Closing, when the tax rate and the assessed valuation of the Property is fixed for the year in which the Closing occurs, the parties agree to adjust the proration of taxes and, if necessary, to refund or repay such sums as shall be necessary to effect such adjustment, provided, however, that Seller's obligation for prorated ad valorem real estate taxes shall be based on the existing agricultural valuation and in no event shall the Seller's prorated amount paid at closing be based on the market valuation of the Property. Any rollback taxes or other taxes for prior years will be the sole responsibility of the Purchaser. However, Seller acknowledges that Purchaser is a tax-exempt entity, and agrees to cooperate with Purchaser to inform the appraisal district of Purchaser's tax-exempt status, in order to permit Purchaser to fully exercise its tax exempt status privileges. ARTICLE V DEFAULTS AND REMEDIES Section 5.01 Purchaser's Default and Seller's Remedies. (a) Purchaser's Default. Purchaser shall be in default under this Agreement if all of Purchaser's conditions for closing have been satisfied and Purchaser fails or refuses to perform Purchaser's obligations at Closing for any reason other than a default by Seller. (b) Seller's Remedies. If Purchaser defaults under this Agreement, Seller: 4 Purchase and Sale Agreement Wright Tarrant,County,Texas (i) Shall be entitled to receive the Earnest Money, which shall be delivered to Seller by the Title Company on receipt of written notice from Seller to Purchaser and Title Company that Purchaser has defaulted under this Agreement, and Purchaser and Seller agree that the Earnest Money shall be liquidated damages;or (ii) May enforce specific performance of this Agreement against Purchaser. Section 5.02 Seller's Default and Purchaser's Remedies. (a) Seller's Default. Seller shall be in default under this Agreement on the occurrence of any of one or more of the following events: (i) Any of Seller's warranties or representations set forth in this Agreement is or becomes untrue at any time on or before the Closing; or (ii) Seller fails to comply with, or perform any covenant, agreement, or obligation within the time limits and in the manner required in this Agreement. (b) Purchaser's Remedies. If Seller defaults under this Agreement, Purchaser may: (i) Terminate this Agreement by written notice to Seller and Title Company, in which event the Title Company shall refund the Earnest Money to Purchaser, and both parties shall be released from all further obligations under this Agreement;or (ii) Enforce specific performance of this Agreement against Seller. (c) Additional Remedies. If Closing is consummated, Purchaser shall have all remedies available at law or in equity, including the right to recover attorneys' fees and costs, in the event Seller fails to perform any of its obligations under this Agreement after Closing. Section 5.03 AttornesFees. If either party defaults under this Agreement,and the non-defaulting party employs an attorney to enforce the terms hereof, such non-defaulting party shall be entitled to reasonable attorney's fees and costs from the defaulting parry. ARTICLE VI COMMISSIONS Section 6.01 Commission. Each of the parties hereby represents and warrants to the other party that the only real estate commissions or finder's fees due or payable as a result of or in connection with this Agreement or the transactions contemplated herein are owed to Martin Schelling who was engaged by and solely represents the Purchaser, and that each of the parties hereby agrees to indemnify the other party and hold the other party harmless from and against any and all other claims for real estate commissions and/or finders fees occasioned by its acts. Purchaser has engaged Martin Schelling to represent it in connection with this transaction and the parties have agreed that the commission payable to Martin Schelling in an amount equal to six percent(6%)of the Purchase Price will be paid upon the closing and funding of this transaction out of the proceeds payable to the Seller. ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01 Effective Date of Agreement. The term "'Effective Date" as used herein shall mean the date this Agreement has been fully executed by Seller and Purchaser, as indicated by their signatures below, and delivered to and acknowledged by Title Company. Section 7.02 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when sent to the address or telecopy number of the party to receive such notice set forth below if effected by telecopy (with following delivery/mail of hard copy),hand delivery, by Federal Express or other reputable courier service,or when deposited in any post office or mail receptacle regularly maintained by the United States Government,certified or re,,istered mail,return receipt requested,postage prepaid, addressed as follows: 5 Purchase and Sale Agreement Wright Tarrant,County,Texas If to Purchaser: Shana Yelverton City of Southlake 1400 Main St, Ste.460 Southlake TX 76092 Phone: 817-748-8001 E-mail: syelverton@ci.southlake.tx.us with a copy to: Tim Sralla Taylor, Olson, Adkins, Sralla& Elam, LLP 6000 Western Place, Suite 200 Fort Worth, TX 76107 Phone: (817)332-2580 Facsimile: (817)332-4740 E-mail: tsralla@toase.com If to Seller: Balla Wright 601 W. Wall Street Grapevine,TX 76051 Phone: (817)925-9285 E-mail: balleen@aol.com Lemoine Wright 601 W. Wall Street Grapevine,TX 76051 Phone: (817)475-5068 E-mail: lwright@wrightconst.com Section 7.03 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND ALL PROCEEDINGS OR OBLIGATIONS HEREUNDER SHALL BE MADE AND ARE PERFORMABLE IN TARRANT COUNTY, TEXAS. Section 7.04 Successors. This Agreement shall apply to,inure to the benefit of and be binding upon and enforceable against the parties hereto and their respective heirs, administrators and successors. Section 7.05 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. Section 7.06 Time. Time is of the essence in the performance of each term, condition, and covenant contained in this Agreement. No extension of time for performance of any obligation or act shall be deemed an extension of time for performance of any other obligation or act. If any date for performance of any term, condition or provision hereof shall fall on a Saturday, Sunday or legal holiday, then the time of such performance shall be extended to the next business day. Section 7.07 Severability. This Agreement is intended to be performed in accordance with,and only to the extent permitted by, all applicable laws, ordinances, rules and res*ulations. If any provision of this Agreement or the application thereof to any person or circumstance shall, for am reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but shall be enforced to the greatest extent permitted by law. Section 7.08 Authority to Execute. Seller and Purchaser warrant that each of the persons executing this Agreement on its behalf has full poNcer and authority to enter into and perform this Agreement and that, upon the execution of this Agreement by all parties, this Agreement shall be binding upon each and enforceable in accordance with its terms. 6 Purchase and Sale Agreement Wright Tarrant,County,Texas Section 7.09 Entire Agreement. Purchaser and Seller each acknowledges and agrees that at all times each have intended that none of the preliminary negotiations concerning this Agreement would be binding on any party. This Agreement contains all the covenants, conditions,agreements and understandings between the parties and shall supersede all prior covenants, conditions, agreements, and understandings between Seller and Purchaser with respect to the purchase and sale of the Property and all other matters contained in this Agreement. Section 7.10 Property Description. The legal description of the Property contained on the Survey shall be substituted for the description of the Property set forth in this Agreement without the necessity of the parties executint;any additional amendments to this Agreement. In addition,such description shall be used in the Title Policy and the closing documents required by this Agreement. Section 7.11 Purchaser Exchange. Seller and Purchaser agree to cooperate should the other elect to purchase the Property or other real property as part of a like-kind exchange under IRC section 1031. Any contemplated exchange shall not impose upon the cooperating party any additional liability or financial obligation, and Purchaser or Seller,as appropriate agrees to hold the other harm less from any liability that might arise from such exchange. This Agreement is not subject to or contingent upon either parry's ability to acquire a suitable exchange property or effectuate an exchange. In the event any exchange contemplated by Purchaser or Seller should fail to occur, for whatever reason,the sale of the Property shall nonetheless be consummated as provided herein. Section 7.12 Rollback Taxes, Standby Fees and Special Assessments. If this sale results in the assessment after Closing of additional taxes, standby fees or special assessments for periods of Seller's ownership (including taxes assessed as a result of a change in ownership or usage),the additional taxes, fees,or assessments plus any penalties and interest shall be paid by Purchaser. Section 7.13 Hazard Insurance and Casualtv Loss. Seller shall maintain current hazard insurance in force on the Property until the Closing Date. The risk of loss to the Property shall pass to Purchaser upon delivery of possession of the Property to Purchaser. Section 7.14 Ambiguities Not to Be Construed Against Party Who Drafted Agreement. The rule of construction that ambiguities in a document will be construed against the party who drafted it will not be applied in interpreting this Agreement. Section 7.15 No Special Relationship. The parties' relationship is an ordinary commercial relationship, and they do not intend to create the relationship of principal and agent,partnership,joint venture,or any other special relationship. Section 7.16 Confidentiality. The parties will keep confidential this Agreement,this transaction,and all information learned in the course of this transaction, except to the extent disclosure is required by law or court order or to enable third parties to advise or assist Purchaser to investigate the Property or either party to close this transaction. Section 7.17 Business Day. As used in this Agreement,the term"business day"means Monday through Friday of each week, exclusive of New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,the day after Thanksgiving and Christmas Day. If the final date of any period which is set out any section of this Agreement falls upon a day which is not a business day, then, and in such event, the time of such period will be extended to the next business day. Section 7.18 Notice of Default. If Seller or Purchaser fails to comply with any or all of the provisions, covenants, warranties or agreements to be performed or observed by Seller or Purchaser under and pursuant to the terms and provisions of this Agreement,and such default is not cured\+ithin ten(10)days after written notice thereof, then the non-breaching party may elect to exercise its remedies set forth in Section 5. [.SIG.,\.4TURE P.4GE FOLLOWS.] 7 Purchase and Sale Agreement Wright Tarrant,County,'rexas IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed under proper authority and binding as of the Effective Date. PURCHASER: The City of Southlake By: Shana Yelverton Ci M-an//aag�ger Date: SELLER: Balla C. Wright Date: 3 8 Purchase and Salc ALFccnunt kk riLlit Tarrant,Count. Ic\as RECEIPT OF EARNEST MONEY The undersigned Title Company hereby acknowledges its receipt of an executed copy of this Agreement and, the Earnest Money provided herein and, further, agrees to comply with and be bound by the terms and provisions of this Agreement, without demand, including, without limitation, those terms relating to the disposition of the Earnest Money. Fidelity National ' e s trai ce Company By: _ Name: .9arr-- Title:__ rT CX"' Date: 3 l/ I 9 Purcha;c and Sale Agreement Wright Taff ant,County,Texas EXHIBIT"A" vaw--N i+ I II � I I I I I � I .I. 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