Mesco Addition (Lot 5, Block 1), 2010 - Special Warranty Deed SEP -13 -2010 10:12 Rattikin Title Company P.001
LUG-16 -2010 14:43 Rattikin Title Company P.002
FILED
After Recording Return to:
2010 AU 2 5 9:
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092 •
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE OUT ANY AND ALL OF THE OLLOWING
INFORMATION FROM THIS INSTRUMENT BEFORE IT TS FILED FOR RECORD i'4
THE PUBLIC RECORDS: SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
SPECIAL WARRANTY DEED
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT
THAT TEXAS PETRO CORP III, a Texas joint venture (hereinafter referred to as "Grantor'),
whose address is 13642 Omega Rd. Dallas, Texas 75244, for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other valuable consideration to the undersigned paid by
THE CITY OF SOUTHLAKE, TEXAS (the "Grantee "), whose address is 1400 Main Street,
Suite 460 Southlake, Texas 76092, the receipt and sufficiency of which consideration are hereby
acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT,
SELL AND CONVEY unto Grantee a 0.016 acre parcel of land located in Lot 5, Block 1, Mesco
Addition, according to the plat thereof recorded in Cabinet A, Slide 3619, Plat Records of Tarrant
County, Texas, in the City of Southlake, Tarrant County, Texas, and being more particularly
described by metes and bounds in Exhibit "A ", attached hereto and incorporated herein for all
purposes, and being more particularly shown on a survey drawing marked Exhibit "B ", attached
hereto and incorporated herein for all purposes (the "Property"), together with all of Grantor's
right, title and interest (if any) in and to (i) any and all adjacent strips and gores between the Land
and any abutting properties, and in land lying in or under the bed of any creek, stream, or
waterway or any highway, avenue, street, road, alley, easement, or right -of -way, upon or
proposed, in, on, across, abutting, or adjacent to the Land, to the centerline thereof, (ii) all
utilities, sewage treatment capacity and water capacity serving or which will serve the Land and
(iii) any easements, leases, rights -of -way, rights of ingress or egress to the extent the same relate
to the Land;
This conveyance is made subject only to Easements, rights -of -way, and prescriptive
rights, whether of record or not, and all presently recorded restrictions, reservations,
covenants, conditions, oil and gas leases, mineral reservations and other instruments,
other than liens, that affect the Property.
Grantee, by its recording of this instrument, accepts the Property in its AS WHERE -
IS CONDITION, WITH ALL FAULTS, Grantor hereby disclaiming all warranties express or
implied, relating to the condition of the Property, its merchantability and suitability for any
particular purpose.
TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's successors and assigns
SPECIAL WARRANTY DEED
SEP -13 -2010 10:13 Rattikin Title Company P.002
AUCi -lb -GUIU 14:44 Rattikin Title Company P.003
forever, and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to
WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof, by, through or under Grantor, but not otherwise, and subject, however, as
aforesaid.
[THE SIGNATURE PAGE FOLLOWS IMMEDIATELY HEREAFTER]
2
SPECIAL WARRANTY DEED
SEP -13 -2010 10:13 Rattikin Title Company P.003
AUG -16 -2010 14:44 Rattikin Title Company P.004
EXECUTED effective as of the / day of August, 2010.
GRANTOR:
TEX ) \TRC ORP 111 a, xat joint venture
BY: k ti ,� V \A
( arles M. Hodges
odges /[
1/14...4s.d
James C. Musselman
ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority in and for Dallas County, Texas, on this day
personally appeared Charles M. Hodges, known to me to be the person whose name is subscribed
to the foregoing instrument and acknowledged to me that he executed the foregoing instrument
for the purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
fit iL L. 4"& , 2010. / s
1,21 C
u'ssion Expires: Notary Public m and for the
PAMELA MCCUNE Jy ,�� State of Texas
Not (PAMELA i.s� rt7 `
Telk xas
i 1;q My Commission Expires Type or Print Notary's Name
July 01, 2013
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority in and for Dallas County, Texas, on this day
personally appeared James C. Musselman, known to me to be the person whose name is
subscribed to the foregoing instrument and acknowledged to me that he executed the foregoing
instrument for the purposes and consideration therein expressed, and in the capacity therein
stated.
I ck i GIVEN UNDER MY HAND AND SEAL OF OFFICE, t ' 4 of
uSr , 2010. --Inc,i4cpur in.
My Commission Expires: (a . 0 12, I;O Notary Public in and for the
State of Texas
Yna(y a(re - Yl- �l1'1'lCi�
Type or Print Notary's Name
t ag 4.40.1. MAR6AREY si GORMAN My Commission Expires December 22. 2010
3
SPECIAL WARRANTY DEED
SEP -13 -2010 10:13 Rattikin Title Company P.004
nvu i� crviv a•t•YY nati 1x1n 11LtE tiompany P.005
EXHIBIT "A"
Property Description
BEING a 0.016 acre of land located in Lot 5, Block 1, MESCO ADDITION to the City of
Southlake, Tarrant County, Texas, according to the plat recorded in Cabinet A, Slide 3619, of the
Plat Records of Tarrant County, Texas. Said 0:016 acre o ftand being more particularly described
... . t ., vuac a uw�.i au�:u
by metes and bounds as follows:
BEGINNING at an "X" found cut in the concrete at the Northeast corner of said Lot 5 and being
the Southeast corner of Lot 4, Block 1 of said Mesco Addition, and said "X" is lying in the
existing West right -of -way line of North Kimball Avenue
THENCE along the existing West right -of -way line of said North Kimball Avenue and the
East boundary line of said Lot 5, as follows:
1 S 00'00'34" E 46.17 feet, to a'' 'A" iron rod found;
2 S 06 °50'06" W 85.56 feet, to a 'A" iron rod marked " Brittain &
Crawford" set in the new West right -of -way line of North Kimball Avenue:
THENCE along the new West right -of -way Iine of said North Kimball Avenue as follows:
1 N 00'18'29" E 66.03 feet, to a 'A" iron rod marked "Brittain &
Crawford" set.
2 N 19'43'35" E 10.36 feet, to a %A" iron rod marked "Brittain &
Crawford" set.
3 N 00 °47'04" W 55.34 feet, to a %s" iron rod marked " Brittain &
Crawford" set in the North boundary line of said Lot 5 and being the South boundary line
of said Lot 4;
THENCE N 89'59'26" E 7.08 feet along the North boundary line of said Lot 5 and
the South boundary line of said Lot 4, t� the POINT OF BEGINNING containing 0.016
acre (678 square feet) of land.
4
SPECIAL WARRANTY DEED
SEP -13 -2010 10:13 Rattikin Title Company P.005
=.awlinin 1i61u company P.006
EXHIBIT "B"
Survey
•
SPECIAL WARRANTY DEED
SEP -13 -2010 10:13 Rattikin Title Company P.006
:.V17 40 14:44 1attikin Title Company P.007
1
I !
I
.ifi 4, 91.00{ 1 1
!AE.5=:C A::,DITIGN
, :AR. -A-SLICE 3620 i
'.R. ? .0 ,
! ,
N $9 ° 59'26' °E , , PONT OF .,_ : I
59' IN yr BEOINNiNG
7C' FOUND CUT IN FONCRETE
/2" IRON ROD R I G H T - O f AY JNt----, S 00 °00'34 "El
N 00 °47'04 "W .r- 46.17'
55.34' - DClSTING RIGHT -OF -WAY LINE
S E T 1
N 19 °43'35 "E * "--1/2" :RON ROD FOUND
10.36' I
1/2" IRON ROD SET
PERMANENT RIGHT -OF -WAY S 06 ° 50'06 "W L
ACRE / 678 SQ.FT.
N 00 °18'29 "E 85.56'
66.03' ia
1/?.' :RON ROu SET--s- Z
2
W
I/2" 'RON RCD FOUND— >
LOT 5, BLOCK 1 f -�
MESCO ADDITION ....1
CAB.'A', SLIDE 3619 �
P.R.T.C.T.
TEXAS PETRO CORP III =
Ir-
CC
Z
N.
AV ED ON THE GROUND NO
NOVEMBER 12. 12 2008
�'1 ''I T ` '. STATE HIGHWAY No. 114
.14 C 4 . A r I►; - -- 1674 - : . (NORTHWEST PARKWAY E.)
REGISTERED ` €s5P-. re
t/,JJr^ SU StiR'��J ° "' Rn CORNER NOTE
STATE OF TEXAS NO. 1874 � ALL PROPERTY CORNERS SET A 1j2" 'RO:d RODS
wITH Cd4 MARKED "ER1 �; �ArN & CRAWFORD"
CITY OF SOUTHLAKE
>' 1400 MAIN STREET, SOUTHLAKE, TEXAS, 76092
NORTH KIMBALL AVENUE, PHASE I, S.H. 114 TO PATTERSON WAY
EXHIBIT "B"
*.
ii MurrAnv &CRAr oRD PERMANENT RIGHT —OF —WAY
k , +��,>..C. , .,�,>P„.,, 0.016 ACRE OF LAND
.. offs., _ «O LOCATED IN
P. G. Oa 11 - a. MOM rRCYr LOT 5, BLOCK 'I
" "'°' ` IAESCO ADDITION
SOUTHLAKE, TARRANT COUNTY.
tic A. -I\ TEXAS SCALE 1 '.= 50
SEP -13 -2010 10:13 Rattikin Title Company P.007
SUZANNE HENDERSON �..�, .
• 's
COUNTY CLERK"
t! 100 West Weatherford Fort Worth, TX 76196 -0401
'`"�••' PHONE (817) 884 -1195
CITY OF SOUTHLAKE
1400 MAIN STREET 460
SOUTHLAKE, TX 76092
Submitter: RATTIKIN TITLE CO
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 8/25/2010 9:47 AM
Instrument #: D210206822
WD 7 PGS $36.00
By:
D210206822
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY
BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Prepared by: DBWARD
CONTRACT OF SALE
STATE OF TEXAS §
COUNTY OF TARRANT §
THIS CONTRACT OF SALE is made by and between Texas Petro Corporation III, Inc. of
Tarrant County Texas, (referred to in this Contract as "Seller ") and the City of Southlake, a home
rulemunicipal corporation in Tarrant County, Texas, (referred to in this Contract as "Purchaser ").
ARTICLE I. PURCHASE AND SALE
By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay
for, a tract of land situated in Tarrant County, Texas, whichis more particularly described as follows:
a 0.016 acre (678 square feet) parcel of land located in Lot 5, Block 1,
Mesco Addition, Cabinet A, Slide 3619, P.R.T.C.T., in the City of
Southlake, Tarrant County, Texas, and being more particularly
described by metes and bounds in Exhibit "A ", attached hereto and
incorporated herein for all purposes, and being more particularly
shown on a survey drawing marked Exhibit "B ", attached hereto and
incorporated herein for all purposes
together with all and singular the rights and appurtenances pertaining thereto, including any right, title
and interest of Seller in and to adjacent streets, alleys or rights -of -way (all of such real property,
rights, and appurtenances being referred to in this Contract as the "Property"), together with any
improvements and fixtures, situated on and attached to the Property. This Contract is made for the
consideration and upon and subject to the terms, provisions, and conditions set forth below.
ARTICLE II. PURCHASE PRICE
The purchase price for the Property shall be Eighteen Thousand One Hundred Eighty Dollars
and Twenty -One Cents ($18,180.21) cash.
ARTICLE III. EARNEST MONEY
$1,000 has been tendered by Purchaser to the Seller with this Contract. Purchaser shall
deliver this amount (the "Escrow Deposit ") to Rattikin Title Company, 112 State Street, Suite 200,
Southlake, Texas (the "Title Company" or "Escrow Agent "). The Escrow Deposit shall be credited
towards the cash portion of the sales price at Closing; provided, however, that in the event the
Purchaser shall have given written notice to the Title Company that one or more of the conditions to
its obligations set forth in Article VII have not been met, or, in the opinion of Purchaser, cannot be
satisfied, in the manner and as provided for in Article IV, then the Escrow Agent shall return the
Escrow Deposit to Purchaser.
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ARTICLE IV. PURCHASER'S RIGHTS AND OBLIGATIONS
4.01 Preliminary Title Report. Within twenty (20) days after the date hereof, Seller, at
Purchaser's sole cost and expense, shall have the Title Company issue a preliminary title report
(the "Title Report") accompanied by copies of all recorded documents relating to easements,
rights -of -way, etc., affecting the Property. Purchaser shall give Seller written notice on or before
the expiration of ten (10) days after Purchaser receives the Title Report (the "Title Review
Period ") that the condition of title as set forth in the title binder is or is not satisfactory, and in the
event Purchaser states that any conditions are not satisfactory, Seller shall promptly undertake to
eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the
event Seller chooses not to do so or is unable to do so within twenty (20) days after receipt of
written notice or such longer period of time if Seller is diligently pursuing cure of any objections;
provided, however, in no event shall Seller be obligated to expend any funds to cure any
objections, the Purchaser shall have the option of (a) waiving the objections and proceeding with
closing (in which case those waived objections shall be considered permitted exceptions) or (b)
terminating this Contract by giving written notice to Seller within two (2) business days after the
expiration of Seller's twenty (20) day cure period, whereupon this Contract shall be null and void
for all purposes. If Purchaser does not elect to terminate this Contract within such two (2)
business day period, Purchaser will be deemed to have waived the objections. If written notice of
any objections is not received by Seller within the Title Review Period, all conditions shall be
deemed to be acceptable and any objection thereto shall be deemed to have been waived for all
purposes.
4.02 Survey. Attached as Exhibit "B" is a copy of the survey that Purchaser caused to be
prepared for Property.
4.03 New Surveys and Tests. Within ten (10) days after the date of execution, Seller shall
provide to Purchaser a copy of any environmental site assessment that Seller has caused to be
prepared for the Property, or that Seller has received that is currently within Seller's possession.
Within twenty (20) days after the date of execution, Purchaser is granted the right to conduct an
environmental and engineering survey and feasibility study of the Property at Purchaser's sole cost
and expense, and in this connection Purchaser or Purchaser's designated agents may enter upon the
Property for purposes of soil analysis, core drilling, or other tests which may be deemed necessary to
Purchaser or Purchaser's engineer. If Purchaser determines, in Purchaser's sole judgment, that the
Property is not suitable for the intended purposes, then and in this event, Purchaser may, on written
notice to Seller within forty five (45) days after the date of execution, terminate this Contract and it
shall be null and void for all purposes. If the written notice is not received within forty five (45) days
after the date of execution, the condition shall be deemed to be acceptable and any objection thereto
shall be deemed to have been waived for all purposes.
4.04 Property Condition. Within twenty (20) days after the date of execution, Purchaser
may have the property and facilities inspected by an inspector permitted by law to make such
inspections. Seller shall permit access to the property at reasonable times for inspection, repairs, and
treatment and for reinspection after repairs and treatment have been completed. In the event any
portion of the inspection report is unacceptable to Purchaser, then Purchaser may, on written notice
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to Seller within forty five (45) days after the date of execution, terminate this Contract and it shall be
null and void for all purposes. If the written notice is not received within forty five (45) days after the
date of execution, the condition shall be deemed to be acceptable and any objection thereto shall be
deemed to have been waived for all purposes.
4.05 Purchaser's Inspection Obligations. If this transaction does not close pursuant
to the terms hereof, Purchaser shall provide Seller with copies of all reports and testing prepared
and performed by third parties in connection with the inspections or investigations and Purchaser
shall keep all information obtained during its inspections or investigations strictly confidential,
except as otherwise required by law. To the extent permitted by law, Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from and against any costs, expenses and liabilities
(including attorneys' fees) which Seller may suffer or incur by reason of any action taken by
Purchaser or its agents, employees or contractors prior to the Closing in connection with
Purchaser's inspection and examination of the Property. Purchaser is responsible for repairing and
restoring any damage Purchaser, its agents, contractors or representatives cause during any such
inspections or investigations.
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants, to the best of its current, actual knowledge without any
further inquiry, to Purchaser as follows, which representations and warranties shall be deemed made
by Seller to Purchaser also as of the Closing Date:
(1) Seller is the sole owner of the Property and has the right and ability to convey good
and marketable title in fee simple to the Property to Purchaser without the approval or
participation of any other person and free and clear of any and all liens, encumbrances,
conditions, assessments and restrictions.
(2) Intentionally omitted.
(3) That there are no real estate brokers', agents' or finders' fees or commissions due
arising in connection with the execution of this Contract or from the consummation of
the sale contemplated herein.
ARTICLE VI. SPECIAL TERMS AND CONDITIONS
6.01 During construction of the Kimball Avenue widening as contemplated by the City of
Southlake, Purchaser hereby agrees to cause its agents, contractors or representatives to use best
efforts to cause minimal interference with Seller's business. Such efforts shall include, but not be
limited to, the obligation to keep both entrance drives to Scooter's Superstore (located adjacent to
the Property) open at all times. This provision shall survive closing.
ARTICLE VII. CLOSING
7.01 Closing Date. The closing shall be held within 60 days after the effective date of this
Contract, at the Title Company (which date is herein referred to as the "Closing Date ").
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7.02 Conditions at Closing. The closing and Purchaser's obligations under this
Agreement to purchase the Property are expressly conditioned on:
(1) Seller's delivery to Purchaser of a duly executed and acknowledged Special Warranty
Deed in the form attached hereto as Exhibit "C" conveying to Purchaser fee simple
title in the Property, free and clear of any and all liens, encumbrances, conditions,
assessments, and restrictions other than as provided in this Contract.
(2) Delivery to Purchaser, at Purchaser's sole expense, of a Texas Owner's Title Policy,
issued by the Title Company in the full amount of the purchase price, insuring
Purchaser's title on the Property, subject only to those title exceptions listed in this
Article VII, if any, such other exceptions as may be approved in writing or deemed
approved hereunder by Purchaser, and the standard printed exceptions contained in
the usual form of Texas Owner's Title Policy, provided, however:
(a) The boundary and survey exceptions shall be deleted;
(b) The exception as to restrictive covenants shall be endorsed "None ofRecord ";
and
(c) The exception as to the lien for taxes shall be limited to the year of closing and
shall be endorsed "Not Yet Due and Payable."
(3) Seller's execution of such documents and instruments reasonably requested by the
title company to consummate the transactions contemplated herein.
(4) Delivery to Purchaser of possession of the Property.
(5) Delivery to Seller of the Purchase Price.
7.03 Failure of Conditions. Should any of the conditions specified in Paragraph 7.02 of
this Contract fail to occur within twenty (20) days after the establishment of Closing as provided in
Paragraph 7.01 of this Contract, Purchaser shall have the power, exercisable by written notice to
Seller, to cancel the closing, terminate this Contract, and recover any amounts paid by Purchaser to
Seller or to the Title Company on account of the purchase price of the Property. The Title Company
(Escrow Agent) shall be and is hereby irrevocably instructed by Seller to immediately refund to
Purchaser all monies and instruments deposited by Purchaser pursuant to this Contract within five (5)
days of receipt of written notice from Purchaser certifying (1) any such failure of condition (2) that
Purchaser is not in default hereunder and (3) that Purchaser is entitled to the Escrow Deposit under
the terms of the Contract. A copy of such certificate shall also be sent to Seller.
7.04 Prorations. Any assessments against the Property as of the Closing Date shall be paid
by Seller on or before the closing. General real estate taxes for the then current year relating to the
Property, interest on any existing indebtedness, and rents if any, shall be prorated as of the closing
date and shall be adjusted in cash at the closing. In the event any roll back or other deferred taxes
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exist which are retroactive to the period of Seller's ownership of the Property or any time prior
thereto pursuant to a change in zoning, use, ownership or otherwise, such retroactive taxes shall
remain the obligation of Seller. This provision shall survive the closing.
7.05 Closing Costs. All costs and expenses of closing in consummating the sale and
purchase of the Property shall be borne and paid as follows:
Owner's Title Policy and any endorsements or deletions thereto paid by Purchaser
Survey paid by Purchaser
Environmental and Engineering Survey, if any, paid by Purchaser
Inspection Reports, if any, paid by Purchaser
Filing fees paid by Purchaser
Attorney's fees paid by the party incurring same
Any expenses, charges and fees of Closing not specifically allocated herein shall be borne by
the Purchaser.
ARTICLE VIII. BROKERAGE COMMISSIONS
It is agreed that if any claims for commissions or fees, including, without limitation,
brokerage fees, finder's fees, or commissions, are ever made against Seller or Purchaser in
connection with this transaction, all such claims shall be handled and paid by the party whose
actions or alleged commitments form the basis of such claim, and such party shall indemnify and
hold harmless the other from and against any and all such claims or demands with respect to any
brokerage fees, finder's fees, or agents' commissions or other compensation asserted by any
person, firm, or corporation in connection with this Contract or the transactions contemplated
hereby.
ARTICLE IX. BREACH BY SELLER
In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall
fail to consummate the sale of the Property for any reason, except because of Purchaser's termination
of this Contract or because of Purchaser's default, and if such failure shall continue for ten (10) days
after written notice thereof is delivered to Seller, Purchaser may either terminate the Contract or
enforce specific performance of the Contract.
ARTICLE X. BREACH BY PURCHASER
If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or
the termination of this Contract pursuant to a right to terminate given herein, Purchaser shall be in
default and Seller may at its sole and exclusive remedy have the Escrow Deposit paid to Seller as
liquidated damages for the breach of Contract thereby releasing Purchaser from this Contract.
ARTICLE XI. AS -IS, WHERE -IS
PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT
PURCHASER HAS, OR WILL HAVE DURING THE INSPECTION OF THE PROPERTY
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PURSUANT TO ARTICLE IV, THOROUGHLY INSPECTED AND EXAMINED THE
PROPERTY TO THE EXTENT DEEMED NECESSARY BY PURCHASER IN ORDER TO
ENABLE PURCHASER TO EVALUATE THE PURCHASE OF THE PROPERTY.
PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT
PURCHASER IS RELYING SOLELY UPON THE INSPECTION, EXAMINATION, AND
EVALUATION OF THE PROPERTY BY PURCHASER AND THAT PURCHASER IS
PURCHASING THE PROPERTY ON AN "AS -IS ", "WHERE -IS" AND "WITH ALL
FAULTS" BASIS, WITHOUT REPRESENTATIONS, WARRANTIES OR COVENANTS,
EXPRESS OR IMPLIED, OF ANY KIND OR NATURE. PURCHASER FURTHER
ACKNOWLEDGES THAT ANY DUE DILIGENCE MATERIALS SUPPLIED OR MADE
AVAILABLE BY SELLER, WHETHER WRITTEN OR ORAL, OR IN THE FORM OF
MAPS, SURVEYS, PLATS, SOIL REPORTS, ENGINEERING STUDIES,
ENVIRONMENTAL STUDIES, INSPECTION REPORTS, PLANS, SPECIFICATIONS, OR
ANY OTHER INFORMATION WHATSOEVER, WITHOUT EXCEPTION, IS FURNISHED
TO PURCHASER SOLELY AS A COURTESY, AND THAT SELLER HAS NEITHER
VERIFIED THE ACCURACY OF ANY STATEMENTS OR OTHER INFORMATION
THEREIN CONTAINED NOR ANY METHOD USED TO COMPILE SUCH INFORMATION
OR THE QUALIFICATIONS OF THE PERSONS PREPARING SUCH INFORMATION.
SELLER GIVES NO REPRESENTATION OR WARRANTY AS TO, AND ASSUMES NO
RESPONSIBILITY FOR, THE ACCURACY OR COMPLETENESS OF THE DUE
DILIGENCE MATERIALS.
ARTICLE XII. MISCELLANEOUS
12.01 Effective Date. The effective date of this Contract will be the date the last party
executes the contract.
12.02 Survival of Covenants. Any of the representations, warranties, covenants, and
contracts of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the closing date of the transactions contemplated hereby shall survive the closing.
12.03 Notices. Any notice required or permitted to be delivered hereunder shall be deemed
received when sent by certified United States mail, postage prepaid, return receipt requested, or
overnight courier addressed to Seller or Purchaser, as the case may be, at the address set forth below
the signature of the party hereunder.
12.04 Texas Law to Apply. This Contract shall be construed under and in accordance
with the laws of the State of Texas, and all obligations of the parties created hereunder are
performable in Tarrant County, Texas.
12.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the
parties and their respective heirs, executors, administrators, legal representatives, successors and
assigns where permitted by this Contract.
12.06 Legal Construction. In case any one or more of the provisions contained in this
Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this
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invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract
shall be construed as if the invalid, illegal, or unenforceable provision had never been contained
herein.
12.07 Gender. Words of any gender used in this Contract shall be held and construed to
include any other gender, and words in the singular number shall be held to include the plural, and
vice versa, unless the context requires otherwise.
12.08 Time. In this Contract, time is of the essence and compliance with the times for
performance is required.
12.09 Attorneys Fees. The prevailing party in the adjudication of any proceeding relating to
this Agreement shall be authorized to recover its reasonable and necessary attorney's fees pursuant
to Sec. 271.159 of the Texas Local Government Code.
12.10 Counterparts. This Contract may be executed in any number of counterparts,
each of which shall be an original, but such counterparts together shall constitute one and the
same instrument.
12.11 Calculation of Time Periods. Unless otherwise specified, in computing any
period of time described in this Contract, the day of the act or event after which the designated
period of time begins to run is not to be included and the last day of the period so computed is to
be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period
shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The
last day of any period of time described herein shall be deemed to end at 5:00 p.m., Dallas, Texas
time.
12.12 Assignment. Purchaser shall not have the right to assign its rights under this
Contract without the prior written consent of Seller.
12.13 Entire Agreement; Modifications. This Contract embodies and constitutes the
entire understanding between the parties with respect to the transactions contemplated herein, and
all prior or contemporaneous agreements, understandings, representations, and statements, oral or
written, are merged into this Contract. Neither this Contract nor any provision hereof may be
waived, modified, amended, discharged, or terminated except by an instrument in writing signed
by the party against which the enforcement of such waiver, modification, amendment, discharge,
or termination is sought, and then only to the extent set forth in such instrument.
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Page 7
1
EXECUTED this I61- day of dime) , 2010.
SELLER: PURCHASER:
TEXAS PETRO CORPORATION III, INC. CITY OF SOUTHLAKE, TEXAS
A T- . corp. ation
B \' '
JA By .> / '0 uot�
Y
C harles Hodges, Presi - John Terrell, May. , ^s`' s i4 ' ',...
® b $ "
13642 Omega Rd. 1400 Main Street ` a' A _, X '
Dallas, Texas 75244 Southlake, Texas 76092 i ,, , > ,
`ye °•°° °°•• ®® . °,...
',',,'���I! *, *'��i9,e� h
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Page 8
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned authority in and for the State of Texas, on this day personally
appeared � - ��i �J LEE , known to me be 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 2 day of
y ,2010.
(4-‘ ( 7 2
Notary Public in and for
The State of Texas
M Commission Expires: A``"` t /¼' c ���
Typed or Printed Name of Notary
� e�`.•" ....e PAMELA MCCUNE
S 1 Notary Public S = - • exas
r y ommissionExpires
_ �_....._ July 01, 2013
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority in and for said County, Texas, on this day personally
appeared John Terrell, known to me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he is the Mayor of the City of Southlake, Texas and is duly
authorized to execute this Contract for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the la day of
:lung) , 2010.
Notary Public in and for
The State of Texas uwix
•
1C*4 . •
My Commission Expires: g �_ l : •''.tAR� A .�O
Typed or Printed Name of Notary �•x
mot' n fn
' f 1EX
*0e 4DER
?010
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Page 9
EXHIBIT "A"
PROPERTY DESCRIPTION
C:\Documents and Settings \cberger\Desktop \Texas Petro Contract of Sale 5 -21 -10 Kimball Widening (4).doc
Page 10
EXHIBIT "B"
SURVEY
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Page 11
. .:................. •
LOR "4, BLOCK 1 "
MESCO ;ADDITION ; .
CAB: :A'SL1DE. 520' :' • '
• ` N•89 °5.9':2`6 "E POINT.- OF BE INNING
7.08' "X" FOUND CUT IN ' CONCRETE
1/2' IRON ROD - SET-. .
PERlANENT :RIGHT' 0�' -WAY;: LINE ` :_:•:': S "•0O°OO'.34 "E •
.i''''' - 4
55 ::.34' ' :'.• ` E RIGHT -OF -w Y UNE
• :.1/2" - 'IRON •:RO0 SET
N ..19 ° 43'35" .E .. * * - ---1/z. IRON ROD FOUND'
`1 6' . 1
.1) ON ROD SET-
PERMANENT: :RIGH OF= WA1f' :' :- ,OB °50'06 "W
0 :016;ACRE:' !;678tSR :fl'.• :: • • • 8 5:56 ' • 1 •
N'0 "E-.� .'
:136:03'..
1/2" IRbN Rol) St —.: 2 '
W
:1 /2 ";IRON'ROD' FOUND -d
:'•.LOT 5,...BLOCk.;1 . d
:. MESCO.... ADDITIO "a
:OAB:'.A'.,: SLIDE 36 9 . . co
2 "
P. :R:T :C :7T. 2 • .
,.: = .TEXAS'-:PETRO :CC RP';111::: : :. ........: - • ± -:
-. - — te` \
•
.../ =
SURVEYED ON THE GROUND
: NOVEMBER i2. "2D08
: Sc •
- 6�s.,F :, ST ATE' : •No. 114 : ._
.........•.. .;.. � -W...
.:: N •�RTHVIIE�T•: ":PAR•�VI�AY
G Ems)
,
ff •
1.��6RITTAIN
dr.AMESI : :BRMAWV_ .: • ` "" ,:it ` PROPERTY CORNER NOTE
'REGISTER6TN� "'' „�
LAND SURVEYOR „ . ALL PROPERTY CORNERS SET ARE 1/2” IRON RODS
STATE OF TExAS N0. 7674 WITH CAP MARKED "BRITI'AIN & CRAWFORD"
• j I
CITY•OF SOUTHLAK�E 1400 .MAIN .:STREET,- , SOUTHL AXE `TEXAS 76092
•
NORTH KIMBALL AVENUE, PHASE 1, S.H. 114 TO PATTERSON WAY
EXHIBIT "B"
• . ,$> AIN &•C> of °:. P ERMANENT 'RIGHT -:WAY
UiMS SURV • e : - • • : :
fdpm pac weewd 0:0 i 6 : ACRE �F'LAND • _ .
cacir $ie-0zn = Emo cal» 4TF9i It LOCATED' IN
F�c lre cam• =a —a Ril F ... *AT .. LOT 5; ::BLOC 1
P.O. iii 1! P4 r ]Daa Sa1I@E .. - ITION
Fir w"n.:glw -793re- ,
; MESCO :A
.• .- SOITHLAKEE, •TARRANT '
\ atau_ -1\ : T EXAS SCALE 1"..= 50' " •
•
EXHIBIT "C"
SPECIAL WARRANTY DEED
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Page 12
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE OUT ANY AND ALL OF THE FOLLOWING
INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN
THE PUBLIC RECORDS: SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.
SPECIAL WARRANTY DEED
THE STATE OF TEXAS '
' KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT '
THAT TEXAS PETRO CORPORATION III, INC., a Texas Corporation (hereinafter
referred to as "Grantor "), whose address is 13642 Omega Rd. Dallas, Texas 75244, for and in
consideration of the sum of Ten and No /100 Dollars ($10.00) and other valuable consideration to
the undersigned paid by THE CITY OF SOUTHLAKE, TEXAS (the "Grantee "), whose
address is 1400 Main Street, Suite 460 Southlake, Texas 76092, the receipt and sufficiency of
which consideration are hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and
by these presents does GRANT, SELL AND CONVEY unto Grantee a 0.016 acre parcel of land
located in Lot 5, Block 1, Mesco Addition, according to the plat thereof recorded in Cabinet A,
Slide 3619, Plat Records of Tarrant County, Texas, in the City of Southlake, Tarrant County,
Texas, and being more particularly described by metes and bounds in Exhibit "A ", attached
hereto and incorporated herein for all purposes, and being more particularly shown on a survey
drawing marked Exhibit "B ", attached hereto and incorporated herein for all purposes (the
"Property"), together with all of Grantor's right, title and interest (if any) in and to (i) any and all
adjacent strips and gores between the Land and any abutting properties, and in land lying in or
under the bed of any creek, stream, or waterway or any highway, avenue, street, road, alley,
easement, or right -of -way, upon or proposed, in, on, across, abutting, or adjacent to the Land, to
the centerline thereof, (ii) all utilities, sewage treatment capacity and water capacity serving or
which will serve the Land and (iii) any easements, leases, rights -of -way, rights of ingress or
egress to the extent the same relate to the Land;
This conveyance is made subject only to Easements, rights -of -way, and prescriptive
rights, whether of record or not, and all presently recorded restrictions, reservations,
covenants, conditions, oil and gas leases, mineral reservations and other instruments,
other than liens, that affect the Property.
Grantee, by its recording of this instrument, accepts the Property in its AS -IS WHERE -
IS CONDITION, WITH ALL FAULTS, Grantor hereby disclaiming all warranties express or
implied, relating to the condition of the Property, its merchantability and suitability for any
particular purpose.
TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's successors and assigns
forever, and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to
WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof, by, through or under Grantor, but not otherwise, and subject, however, as
aforesaid.
1
SPECIAL WARRANTY DEED
EXECUTED effective as of the day of , 2010.
GRANTOR:
TEXAS PETRO CORPORATION III, INC.
BY:
Charles Hodges
President
Attest:
BY:
Secretary
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority in and for Tarrant County, Texas, on this day
personally appeared Charles Hodges, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the foregoing instrument for
the purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
, 2010.
My Commission Expires: Notary Public in and for the
State of Texas
Type or Print Notary's Name
After Recording Return to:
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
2
SPECIAL WARRANTY DEED
, . . .
..,
i'..• .
. .... ... ,.... ......,. .. : .
. ........ . .. ,..... . . . .. . . . . .
1
. .
, . • .
. .
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....
• I . .
I ..
*.:.!
LOR 4, BLOCK .1
MESCO AMMON .'
CA13.':WSUDE.62C1' . ..• .:
PRTCT
• 1 . .:.:
. .
. .
• • i , I
..44":8§.°69'.2.**6..1. 1 ;OF BEINNING
7.08 • , Dc" :FOUND CUT IN pONCRE7E
1 /2"" IRON ROD SETTh • .
. .
?kMANO E NE 1..i .S .0000'3 4"E
• '''':?' •..........'
:.....) 1
,. ...
. -. a:1:00°.47 ;.::' -le---7746.:':17' .' ..
•
'' 5:34 . " . ''. '' '' te.1611NO MKT—OF—WA UNE .:
•
1 /2" 'IRONT:la SET * :
.
N .1 . .... " /z IRON ROD FOUND'
•10:•56"
1 •
_
.: .
71/2h...:INON ROD SET .... I '
PER
. .... ..
-::: .;S :06P50'06"W 1
IAANENT:Vidi-iT4ifiliki ...::-. .. :
0016 :ACRE . ..."4670 % "..PRST.. :." : :" .: : :. . 8556' • 1 . .
11 ':(10
- .....:66:03.. .. .:, La • ...
M .
•••17" IRON ROD SET--s:
Z 1 :
id
1/22.1ROTVROD
•
.. ...< ..
.. :
. .....
''.....LOT 50dit . • .
...•.:MESCO .: <
tAEO.:Ci : . - Ca
M I.
1 '
. - PAtte:T. :-.. 2 • .
, . __. .........
.: ..:::-....• --...;.::tek4S,1:PET110:::PC)..RP."..,::111.:.:...::.......:... :.. • ..... ±":
:14, • .
,...
_ • • . . .. re .• •
. • • : • \
• •-Z .
. .
SURVEYED TliEtROUND * .- - • \—__.
:NOVEMBER:12. •2098
-.• STATE HIGHWAY ...No. 114
• -- • . ••••••,- .. • •
•
i: s' . •:::it.. : 4 - .. •••";;MF.,4',.. 1 .,,, 1 ....„.. 7 1 ,7-T-T,N- , % - INORTHWESV . ...E . .) .
d r JA1ES.1.. • - • •'..?c, ?, ,/ PROPERTY CORNER NOTE
: REGISTERED PRORMTSIONAL ..' ___;
MD SUYOR ALL PROPERTY CORNERS SET ARE 1/2" IRON RODS
STATE OF TEXAS NO. 1674 --". Y.-. ---
• WITH CAP MARKED "BRITTAN & CRAWFORD"
. CITY , OF SOUTHLAKE
• Mii) 1400 :MAN . !:.ttitett,-tOtti'FILAKE., TEXAS, 76092
`■....oe
NORTH KIMBALL AVENUE, PHASE I, S.H. 114 TO PATTERSON WAY
EXHIBIT "B" '
• .1 ,BP.TriAnileCRAwyoidY:±.: ;:::.PERMANENT RIGHTOEWAY .
2a:: si.. 11.46- 9 1 , k444° le* . : **: ; '.:. ..• ' . Iii46§e. 'th4 '
4 ... :
1p .TOPOGRAPHIC WAPPING .: LOCATE6-04
4 "" #f tai7) - i6Fcitit -AE tern 4ise *•.. LOT 5. :BLOCK I
; e.o. ott1Igagi.772 iiiiii... .::
. .. .
itESCO Atibitifit4
• .... .SOUTHLAKE, :TARRANT 'COUNTY.
\ KIMBLL\_ROW-1\ ,. TEXAS • SCALE 1".-- 50' . .
.... .. . . .. .. . •
FIRST AMENDMENT TO CONTRACT OF SALE
This First Amendment to Contract of Sale (this "First Amendment ") is entered into as of
the 144, day of August, 2010 (the "Effective Date "), by and between TEXAS PETRO CORP
III, a Texas joint venture ( "Seller ") and the CITY OF SOUTHLAKE, a home rule municipal
corporation in Tarrant County, Texas ( "Purchaser ").
WITNESSETH:
WHEREAS, Seller and Purchaser entered into that certain Contract of Sale dated as of
June 1, 2010 (the "Contract ") regarding certain Property located in Tarrant County, Texas, as
further described in the Contract (the "Property ");
WHEREAS, Seller and Purchaser desire to amend the Contract in accordance with the
terms of this First Amendment.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree to amend the Contract as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the
meaning given to such terms in the Contract.
2. Seller. The Contract is hereby amended such that Texas Petro Corp III, a Texas
joint venture shall be the Seller of the Property.
3. Business Interruption. Section 6.01 of the Contract is hereby deleted and the
following is inserted in lieu thereof
"During construction of the Kimball Avenue widening as contemplated by the City of
Southlake, Purchaser hereby agrees to cause its agents, contractors or representatives to
use best efforts to cause minimal interference with the businesses located within the
building on the adjacent tract including, but not limited to, Scooters Superstore. Such
efforts shall include, but not be limited to, the obligation to keep both entrance drives to
Scooter's Superstore (located adjacent to the Property) open at all times. This provision
shall survive closing."
4. Full Force and Effect. In the event any of the terms of the Contract conflict with
the terms of this First Amendment, the terms of this First Amendment shall control. Except as
amended hereby, all terms and conditions of the Contract shall remain in full force and effect,
and Seller and Purchaser hereby ratify and confirm the Contract as amended hereby. The
Contract, as amended herein, constitutes the entire agreement between the parties hereto and no
further modification of the Contract shall be binding unless evidenced by an agreement in
writing signed by Seller and Purchaser.
1
46119 First Amendment to Contract of Sale
5. Counterparts. This First Amendment may be executed in a number of identical
counterparts. If so executed, each of such counterparts is to be deemed an original for all
purposes, and all such counterparts shall, collectively, constitute one First Amendment.
6. Representations and Warranties. Seller and Purchaser represent and warrant to
each other respectively that they have the requisite power and authority to enter into this First
Amendment; that all necessary and appropriate approvals, authorizations and other steps have
been taken to effect the legality of this First Amendment; that the signatories executing this First
Amendment are authorized to do so on behalf of Seller and Purchaser; and that this First
Amendment is valid and binding upon and enforceable against Seller and Purchaser.
7. Governing Laws. This First Amendment shall be construed and governed in
accordance with the laws of the State of Texas.
* *THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. **
2
96119 First Amendment to Contract of Sale
EXECUTED as of the Effective Date.
SELLER: PURCHASER:
TEXAS PETRO CORP III CITY OF SOUTHLAKE, TEXAS
A Texas joint venture
By: By
Charles Hodges John Terrell, Mayof;,
'* h
By:
James Musselman
13642 Omega Rd. 1400 Main Street
Dallas, Texas 75244 Southlake, Texas 76092
3
96119 First Amendment to Contract of Sale
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned authority in and for the State of Texas, on this day personally
appeared , known to me be 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
, 2010.
Notary Public in and for
The State of Texas
My Commission Expires:
Typed or Printed Name of Notary
4
96119 First Amendment to Contract of Sale
STATE OF TEXAS §
COUNTY OF DALLAS §
Before me, the undersigned authority in and for the State of Texas, on this day personally
appeared , known to me be 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.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
, 2010.
Notary Public in and for
The State of Texas
My Commission Expires:
Typed or Printed Name of Notary
5
96119 First Amendment to Contract of Sale
•
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority in and for said County, Texas, on this day
personally appeared John Terrell, known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he is the Mayor of the City of Southlake,
Texas and is duly authorized to execute this Contract for the purposes and consideration therein
expressed.
GIVEN HAND AND SEAL OF OFFICE, this the
^) UNDER MY HA day of
A u. , 2010.
\N rrrr ri�
PO* „a/re__
▪ 0 0
▪ Z
• s +Q Notary Public in and for
9l
F P The State of Texas
7 0.27 -2 0 • \\,,,
��' mll��``
My Commission Expires: 1 0 -�'l-( 3 LUr( V a r_
Typed or Printed Name of Notary
6
96119 First Amendment to Contract of Sale