Loading...
Item 4FCITY OF SOUTHLAKE MEMORANDUM (November 15, 2011) To: Shana Yelverton, City Manager From: Robert H. Price, P.E., Director of Public Works Subject: Ordinance No. 1019, 1 St Reading, Authorize the sale of city - owned property at 4429 Soda Ridge Road in the amount of $9,125. Action Requested: Ordinance No. 1019, 1 St Reading, Authorize the sale of city -owned property at 4429 Soda Ridge Road in the amount of $9,125. Background Information: In 2004, the City of Southlake entered in to a settlement agreement with Aqua Texas (AquaSource Utility, Inc.) to purchase the water systems in the Indian Creek and Lakewood Ridge subdivisions. Through that agreement, the City paid Aqua Texas $60,000.00 for the purchase of the water distribution system and all the real property (e.g., distribution lines, valves, fire hydrants, meters, easements, right of way, etc.) associated with the water systems in the two subdivisions. There is a small piece of property associated with each water system where the water wells are located. The two pieces of property each have two water wells located on each parcel which are no longer of use to the city due to the minimal levels of water production. Earlier this year, the City Council declared the two properties as surplus allowing staff to offer them for sale. As shown on the location map, each of these parcels is a small corner at the back of the adjacent properties. The property labeled 4429 Soda Ridge is approximately 0.172 acres (7,492 sq. ft) and the property labeled 4552 Homestead Dr. is approximately 0.0574 acres (2,500 sq. ft.). Bids were accepted until Sep. 23, 2011. A single offer of $9,125 was received for the 0.172 acres (7492 sq. ft.) property at 4429 Soda Ridge Rd. No offers were received for the 0.0574 acre (2,500 sq.ft.) property at 4552 Homestead. Staff recommends that the offer of $9,125 from Ray Wilson at 4427 Soda Ridge Rd. be accepted. Under the terms of the sales contract, the buyer may not sell or use the water from the wells for drinking purposes and is required to comply with all State regulations regarding the operation and /or capping of the wells on the property. If the City rejects the offer, we will have to bear the expense of capping the wells and clearing the property. There are two wells on each property as well as storage and pressure tanks and a small chlorination shed. The cost to cap each well is approximately $4,000 so the sale of the Soda Ridge property would pay to cap the remaining two wells on Homestead Drive and clean up the property. Ordinance No.1019 will also abandon the access easement to the Soda Ridge Road well site since it will no longer have a purpose. Financial Considerations: The City has received a single offer of $9,125 for the 0.172 acre property located at 4429 Soda Ridge Rd. If the City Council approves the sale, it will provide enough funding to cap the wells and clean up the property on Homestead Drive. Strategic Link: The sale of these properties links to the city's strategy map relative to the focus areas of Performance Management and Service Delivery. The specific corporate objective that is met by the sale is: Improve performance of delivery and operational processes. Citizen Input/ Board Review: N/A Legal Review: This action has been reviewed by the City Attorney. Alternatives: The City Council may approve or deny Ordinance No. 1019, 1St Reading, Authorize the sale of city -owned property at 4429 Soda Ridge Road in the amount of $9,125. Supporting Documents: Location map Site Photos Ordinance No. 1019 Special Warranty Deed (to City) Real Estate Contract of Sale and Special Warranty Deed (to buyer) Staff Recommendation: Approve Ordinance No. 1019, 1 St Reading, Authorize the sale of city -owned property at 4429 Soda Ridge Road in the amount of $9,125. Staff Contact: Robert H. Price, P.E., Public Works Director Chuck Kendrick, Asst. Director of Public Works 95,12 Homestead Dr. v� 0 4.0579 Acres [2,500 ir. Ft.] Chlorination shed, Pressure tank (4429 Soda Ridge Road Well #2, Storage and Pressure tanks. (4429 Soda Ridge Road) CITY OF SOUTHLAKE ORDINANCE NO. 1019 AN ORDINANCE AUTHORIZING THE SALE OF PROPERTY AND ABANDONING AN ACCESS EASEMENT AT 4429 SODA RIDGE ROAD CONVEYED TO THE CITY OF SOUTHLAKE AND RECORDED IN VOLUME 14, PAGE 5, PLAT RECORDS, DENTON COUNTY, TEXAS; DECLARING THAT A 0.172 ACRE PROPERTY AND ACCESS EASEMENT ARE UNNECESSARY FOR USE BY THE PUBLIC; AUTHORIZING THE MAYOR TO EXECUTE SPECIAL WARRANTY DEED RELEASING PUBLIC INTEREST OF THE 0.172 ACRE PROPERTY AND ACCESS EASEMENT; PROVIDING A SEVERABILTY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas ( "the City ") is a home rule city acting under its power adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the City Council of the City of Southlake, after careful study and consideration, has determined that a 0.172 acre property, located in the City of Southlake, recorded in Volume 14, page 5, Plat Records, Denton County, Texas. is not being used by, nor useful or convenient to the public in general; therefore, it would be better served and benefited by its sale; and WHEREAS, the City Council of the City of Southlake has determined the property was conveyed to the City of Southlake for the use of the public by Aqua Utilities, Inc. and recorded in volume 14, page 5, Plat Records, Denton County, Texas; together with an access easement all set out in Exhibit A attached hereto. WHEREAS, in order to remove any question as to the continued interest in the property, the City desires to execute a special warranty deed releasing all title and control in said 0.172 acre property and access easement to Ray Wilson; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1 A 0.172 acre property, located in the City of Southlake, recorded in Volume 14, page 5, Plat Records, Denton County, Texas, more specifically described in Exhibit "A ". Exhibit "A" attached hereto and incorporated herein for all purposes, is not being used by, nor useful or convenient to the public in general and the 1 public would be better served and benefited by the sale of the 0.172 acre property and access easement. SECTION 2 The Mayor of the City of Southlake, Texas, is hereby authorized and empowered to execute a special warranty deed to the following entity: Ray Wilson for the property described in Exhibit "A ". SECTION 3 Copies of said quitclaim deeds shall be presented for filing with the County Clerk of Denton County, Texas by the office of the City Secretary. SECTION 4 It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs and sections of this ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 5 This Ordinance shall be in full force and effect from and its passage, and it so ordained. PASSED AND APPROVED ON FIRST READING ON THIS 15th DAY OF NOVEMBER, 2011. MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED ON SECOND READING ON THIS 6th DAY OF DECEMBER, 2011. MAYOR ATTEST: CITY SECRETARY EFFECTIVE: APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY EXHIBIT "A" The Property Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE, East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access easement to the property described above and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described property; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less to the POINT OF BEGINNING. 4 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 BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. Special Warranty Deed Date: 20 Zo Grantor: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc., a Texas corporation, successor by merger to H2M Water Systems, Inc. a Texas corporation Grantor's Mailing Address: Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. 9450 Silver Creek Road Fort Worth, Texas 76108 Tarrant County ( ) Grantee: City of Southlake, Texas, a home rule city Grantee's Mailing Address: City of Southlake Southlake, Texas Denton County, Texas Consideration: Cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. Property (including any improvements): Being a 50 foot x 100 foot tract of land out Lot C, Block 3, of the Lakewood Ridge Addition, An Addition to the County of Denton, Texas, according to the map or plat thereof recorded in volume 14, Page 5, Plat Records, Denton County, Texas; together with an access easement, all as set out in Exhibit "B" attached hereto and made a part hereof for all purposes; as described in that certain deed from Carl J Smith to Grantor above, recorded in Volume 2201, Page 822 of the Real Property Records of Denton County, Texas; Along with all water lines, fire hydrants, storage tanks, pumps, cte which are reasonable or necessary to maintain the water associated therewith and to provide water services in accord with applicable law as described in that certain conveyance from Indian Creek Properties, Inc. to Grantor above, recorded in Volume 1665, Page 630 of the Real Property Records of Denton County, Texas; And along with all groundwater, being all underground water, percolating water, artesian water, and other waters from any and all reservoirs, formations, depths, and horizons beneath the surface of the earth in and under or that may be produced from the Property. Personal Property: The property constituting personal property located in or on and used in the enjoyment of the Property. Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Validly existing easements, rights -of -way, and prescriptive rights, whether of record or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and water interests outstanding in persons other than Grantor, and 1` other instruments, other than conveyances of the surface fee estate, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any encroachments or overlapping of improvements; all rights, obligations; and taxes, which Grantee assumes and agrees to pay, and subsequent assessments for that and p6or years due to change in land usage, ownership, or both, the payment of which Grantee assumes. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. As a material part of the Consideration for this deed, Grantor and Grantee agree that Grantee is taking the Property "AS IS" with any and all latent and patent defects and that there is no warranty by Grantor that the Property has a particular financial value or is fit for a particular purpose. Grantee acknowledges and stipulates that Grantee is not relying on any representation, statement, or other assertion with respect to the Property condition but is relying on Grantee's examination of the Property. Grantee takes the Property with the express understanding and stipulation that there are no express or implied warranties except for limited warranties of title set forth in this deed. For the same Consideration, Grantor sells, transfers, and delivers the Personal Property to Grantee and warrants and agrees to defend title to the Personal Property to Grantee and Grantee's successors and assigns against all lawful claims. Title in the Personal Property passes at the time this deed is delivered. THE PERSONAL PROPERTY TRANSFERRED TO GRANTEE IS SOLD, TRANSFERRED, AND DELIVERED "AS IS" AND "WITH ALL FAULTS "; FURTHER, GRANTOR EXCLUDES ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. When the context requires, singular nouns and pronouns include the plural. Aqua Utilities, Inc. d /b /a Aqua Texas, Inc. STATE OF TEXAS COUNTY OF HARRIS SUBSCRIBED AND SWORN TO before me on 7,6 '1 X ._ by Laughman, President of Aqua Utilities, Inc. d /b /a Aaua Texas. Inc. W A CAU.EGARI A P& 4 Notary Public, stew of Texas My commisator+ Expires ap�t �� May 15 201 ,,, M+LWUW 1+iM8++�'IPY� Robert L. AFTER RECORDING PLEASE RETURN TO: CALLEGARI LAW FIRM, P.C. 15040 FAIRFIELD VILLAGE DR. 4200 CYPRESS, TX 77433 FT- (412002) Tract 2: Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition., an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, said Well Site being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; Thence, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said Lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access casement to well site, and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood. Ridge Addition in the East Iine of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for comer in the common line, of this easement and the above described well site; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for comer; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for comer in the West line of said Lot 3 and in the East fine of.Soda Ridge Road; THENCE, in a Northeasterly direction along the West ]tne of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.75 feet, more or less, to the POINT OF BEGINNING. REAL ESTATE CONTRACT OF SALE This Real Estate Contract of Sale ( "Contract ") is entered into as of the Effective Date as set forth herein below, by and between the City of Southlake, Texas ( "Seller ") and Ray Wilson ( "Purchaser "). RECITALS A. Seller is the owner of real property ( "Land ") located in the City of Southlake, Tarrant County, Texas, more particularly described in Exhibit "A" attached hereto and made a part hereof. B. Purchaser wishes to purchase the Land and all related rights and appurtenances, including, without limitation, Seller's interest in adjacent streets, alleys, rights -of -way, strips, gores, and access easements, and any improvements located on the Land (the Land and related rights, appurtenances, and improvements are collectively referred to as the "Property"). Provided, however, that Seller shall reserve and retain for itself all coal, oil, gas,. casing -head gas, and all ores and minerals of every kind and nature. AGREEMENT NOW, THEREFORE, in consideration of the premises, and the mutual covenants and conditions herein contained, the parties agree as follows: 1. Purchase Price. The purchase price of the Property ( "Purchase Price ") is $9,125.00 payable in cash at closing. 2. Earnest Money Deposit A. Within 1 business day after full execution of this Contract by Seller and Purchaser, Purchaser shall deposit with Alamo Title Company, ("Closing Agent ") an Earnest Money Deposit in the amount of $1,000 ("Earnest Money Deposit ") at 700 E. Southlake Blvd., Suite 150, Southlake, Texas 76092, 817- 329 -3000. B. Closing Agent shall apply the Earnest Money Deposit to the Purchase Price at Closing, or, if this Contract does not close, Closing Agent shall disburse the Earnest Money Deposit as provided elsewhere in this Contract. Title Insurance A. Seller, at Purchaser's expense, shall furnish to Purchaser at Closing a Texas Standard Form of Owner Policy of Title Insurance ( "Owner Policy ") covering the Property dated as of the Closing Date, in the amount of the Purchase Price, and containing no exceptions or conditions except as follows: (i) (the restrictive covenants exception must be deleted or must state "None of Record except..." and then must list only specific restrictive covenants approved in accordance with the terms of this Contract; (ii) the survey exception may be amended to read "shortages in area" at Purchaser's expense; (iii) stand -by fees, taxes, and assessments for the year 2011 and subsequent years, and subsequent taxes and assessments for prior years due to change in land usage or ownership; and (iv) any other Permitted Exceptions (as defined below in this Paragraph). B. Seller, at Purchaser's expense, shall furnish to Purchaser within 10 days after the Effective Date (as defined in Paragraph 30) a title insurance commitment covering the Property issued by Title Company ("Commitment'), together with legible and complete copies of all documents referenced as title exceptions in the Commitment. C. Purchaser has 5 days after its receipt of the last of the Commitment, the copies of each title exception, and the Survey to object to any exception, condition or matter unacceptable to Purchaser in the Commitment or on the Survey by giving notice to Seller. If Purchaser does not give notice of any such objections to Seller within the 5 day period, Purchaser is deemed to approve the title to the Property as shown in the Commitment as well as matters shown on the Survey. D. Seller has 5 days after receipt of Purchaser's notice to cure Purchaser's objections; provided, Seller shall have no obligation to cure such objections, E. If Purchaser gives notice of any objections within the 5 day period and Seller does not cure any of Purchaser's objections within Seller's 5 day cure period, Purchaser may, on or before the 5th day after the last day of Seller's 5 day cure period, as Purchaser's sole and exclusive remedy, waiving all other remedies, either: (i) terminate this Contract by notice to Seller; then Closing Agent shall promptly return the Earnest Money Deposit to Purchaser and the parties thereafter have no further rights, liabilities, or obligations under this Contract; or (ii) waive its objections to the Commitment and the Survey and accept Seller's title as shown in the Commitment and on the Survey. P. The exceptions to title listed in Schedule B of the Commitment that are either accepted or waived by Purchaser are the "Permitted Exceptions." No item listed in Schedule C of the Commitment shall be a Permitted Exception. G. Except as otherwise provided herein, Seller may not further encumber the title to the Property after the Effective Date without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, or except as provided in Paragraph 3 1. H. If any additional title encumbrances are discovered after Title Company's issuance of the Commitment, Purchaser has the same rights concerning objections to the additional title encumbrances as are provided above in this Paragraph. 4. Survey. A survey shall not be required. Prorations and Closing Costs A. Ad valorem taxes against the Property will be prorated at Closing as of the Closing Date based on the tax bills for the year of Closing. Purchaser shall receive at Closing a credit in the amount of the portion of the taxes on the Property from the beginning of the current year through the Closing Date. If Closing occurs before the current year's tax bills are available, the proration will be based on the latest tax rate applied to the latest assessed valuation; then, after the taxes for the current year are finally assessed, Purchaser shall refund to Seller any amount overpaid by Seller or Seller shall pay to Purchaser the amount of any deficiency in the proration. This provision shall survive closing. B. The term "ad valorem taxes " as used in this Paragraph includes general assessments - including, without limitation, regular annual assessments payable to any property owners association - but does not include rollback or deferred taxes that are payable because of change in ownership or land use or any special assessments or assessments for street widening, repair, or improvement, which Seller shall pay at Closing. C. All closing costs other than as specified above, or as may be specifically allocated elsewhere in this Contract, will be paid by Purchaser; provided, each party shall pay its own attorneys' fees except in the event of litigation. 6. Closing. The "Closing" of this Contract will occur in Closing Agent's offices at 10:30 a.m., Southlake, Texas time, on or before the 45th day after the Effective Date ( "Closing Date "). At the Closing: A. Purchaser must pay to Seller the Purchase Price and deliver to Seller and any other documents deemed necessary by the Title Company, Closing Agent, or Seller's counsel. B. Seller must deliver to Purchaser: (i) a Special Warranty Deed ( "Deed ") in form attached hereto as Exhibit "B" conveying the Property to Purchaser subject to the Vendor's Lien and containing no exceptions or conditions except the Permitted Exceptions (excluding the standard printed exceptions in the Owner Policy); (ii) the Owner Policy; (iii) such access easement agreements and/or reciprocal covenants that the parties may agree on prior to expiration of the Inspection Period; (iv) a Non - Foreign Affidavit; (v) any other documents deemed necessary by the Title Company, Closing Agent, or Purchaser's counsel; and (vi) exclusive possession of the Property. 7. Purchaser's Remedies. A. If Seller does not perform its obligations under this Contract, for any reason except the termination of this Contract pursuant to an applicable provision of this Contract, Purchaser may terminate this Contract. B. If Purchaser terminates this Contract due to Seller's default, Closing Agent shall promptly return the Earnest Money Deposit to Purchaser, and the parties thereafter have no further rights, liabilities, or obligations under this Contract, except as otherwise provided herein. Purchaser shall provide Seller with a copy of all architectural and engineering plans. 8. Seller's Remedy. A. If Purchaser does not perform its obligations under this Contract for any reason except the termination of this Contract pursuant to an applicable provision of this Contract, Seller may, at its option either: (i) enforce specific performance, or (ii) terminate this Contract. B. If Seller terminates this Contract due to Purchaser's default, Closing Agent shall promptly pay the Earnest Money Deposit to Seller as liquidated damages and the parties thereafter have no further rights, liabilities, or obligations under this Contract, except as otherwise provided herein. Seller's damages are difficult to ascertain and the amount of the Earnest Money Deposit is a fair approximation of Seller's damages. 9. Commissions A. Each party warrants to the other party that it has not dealt with any real estate broker or salesman in the negotiation of this Contract B. Each party shall indemnify, defend and hold harmless the other party from any real estate commissions due by virtue of the execution or Closing of this Contract, the obligation or asserted claim for which arises from actions taken or claimed to be taken by the indemnifying party. 10. Seller's Representations and Warranties. Seller hereby warrants and represents to Purchaser that this Contract and all documents to be executed and delivered by Seller at Closing are and at the Closing will be duly authorized, executed, and delivered, and are and at the Closing will be legal, valid, and binding obligations of Seller, and do not and at the Closing will not violate any provisions of any agreement to which Seller is a party or to which Seller is subject. 11. Seller's Covenants. Seller shall, at Seller's sole cost and expense: A. Promptly advise Purchaser in writing of any litigation or hearing or notice received or any material changes of facts that cause any of Seller's representations or warranties to be inaccurate in any respect. B. Not take any action or omit to take any action that could have the effect of violating any representations, warranties, or agreements of Seller in this Contract. C. From the Effective Date until the Closing, maintain the Property in good condition and repair. 12. Purchaser's Representations and Warranties. A. Purchaser represents and warrants to Seller that the execution and delivery of, and Purchaser's performance under, this Contract are within Purchaser's powers and have been duly authorized by all requisite actions. This Contract constitutes a binding obligation of Purchaser enforceable in accordance with its terms. These representations and warranties are also deemed made by Purchaser to Seller at Closing and survive Closing. B. Purchaser (or its representatives) have been afforded the opportunity to fully and thoroughly inspect the Property, and Purchaser has or will conduct such inspections and tests as Purchaser may deem advisable in Purchaser's discretion to fully evaluate and analyze the Property and all Property Conditions, and shall have satisfied itself therewith if Purchaser proceeds to Closing. 13. Purchaser's Covenants. Purchaser shall, at Purchaser's sole cost and expense shall promptly advise Seller in writing of any litigation or hearing or notice received or any material changes of facts that cause any of Purchaser's representations or warranties to be inaccurate in any respect. 14. Assignment. Purchaser may not assign this Contract without Seller's written consent (which consent may be withheld in Seller's sole discretion). Upon any assignment, the assignee shall assume, but Purchaser shall not be released from, Purchaser's obligations under this Contract. 15. Payment of Earnest Money Deposit. If Seller is entitled to the Earnest Money Deposit as liquidated damages or Purchaser is entitled to the Earnest Money Deposit when this Contract terminates, then Closing Agent is authorized and directed to pay the Earnest Money Deposit promptly to the party entitled to it. Upon request by Closing Agent, Purchaser and Seller shall each promptly deliver a letter of instruction to Closing Agent directing Closing Agent to pay the Earnest Money Deposit to the party entitled to it. 16. WAIVERS. A. PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT PURCHASER HAS OR WILL HAVE THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY, INCLUDING BUT NOT LIMITED TO PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, 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 (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH I 1 HEREOF), WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; PROVIDED, HOWEVER, NOTHING CONTAINED IN THIS PARAGRAPH SHALL LIMIT THE WARRANTIES SET FORTH IN THE SPECIAL WARRANTY DEED TO BE DELIVERED FROM SELLER TO PURCHASER AT THE CLOSING. THE EXPRESS INTENTION OF PURCHASER AND SELLER IS THAT PURCHASER SHALL PURCHASE THE PROPERTY FROM SELLER WITHOUT ANY REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF), WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, FROM OR OF SELLER. PURCHASER HEREBY WAIVES AND RELINQUISHES ALL RIGHTS AND PRIVILEGES ARISING OUT OF, OR WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH 11 HEREOF), WARRANTIES AND COVENANTS, WHETHER EXPRESS OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY BE DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELLER. IN ADDITION, PURCHASER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN BE ACCOMPLISHED THROUGH PURCHASER'S OR SELLER'S EFFORTS WITH REGARD TO THE PLANNING, PLATTING OR ZONING PROCESS, IF ANY, OF THE CITY OR COUNTY IN WHICH THE PROPERTY IS LOCATED, OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS, OR ENTITIES. B. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED FROM THE TRANSACTION CONTEMPLATED HEREBY, AS ARE ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND THAT (OTHER THAN THE LIMITED REPRESENTATIONS SET FORTH IN PARAGRAPH I 1 HEREOF) SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY HEALTH, SAFETY, OR ENVIRONMENTAL STATUTE, CODE OR REGULATION OF THE UNITED STATES, STATE OF TEXAS, THE CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR ANY OTHER. AUTHORITY OR JURISDICTION. C. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER HEREBY ASSUMES ALL RISK AND LIABILITY (AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL DIRECT, INDIRECT, CONSEQUENTIAL, OR OTHER DAMAGES) RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE, CONDITION, LOCATION, MAINTENANCE, REPAIR OR OPERATION OF THE PROPERTY. SHOULD ANY CLEAN -UP, REMEDIATION OR REMOVAL OF HAZARDOUS SUBSTANCES OR OTHER ENVIRONMENTAL CONDITIONS ON THE PROPERTY BE REQUIRED AFTER THE DATE OF CLOSING, IT IS HEREBY UNDERSTOOD AND AGREED THAT SUCH CLEAN -UP, REMOVAL OR REMEDIATION SHALL BE THE RESPONSIBILITY OF AND SHALL BE PERFORMED AT THE SOLE COST AND EXPENSE OF PURCHASER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. D. AS A MATERIAL INDUCEMENT TO SELLER TO ENTER INTO THIS AGREEMENT WITH PURCHASER, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, PURCHASER HEREBY EXPRESSLY WAIVES ALL OF THE PROVISIONS OF THE TEXAS DECEPTIVE TRADE PRACTICES /CONSUMER PROTECTION ACT (BEING SUBCHAPTER 17.41 ET SE SAVE AND EXCEPT THE PROVISIONS OF SECTION 17.555 OF THE TEXAS BUSINESS AND COMMERCE CODE, WHICH WAIVER IS MADE WITHOUT RESERVATION OF RIGHTS. PURCHASER HEREBY EXPRESSLY WARRANTS, REPRESENTS AND CERTIFIES TO SELLER THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION AS TO ANY PROVISIONS OF THIS AGREEMENT OR AS TO ANY MATTER CONTAINED HEREIN. E. FURTHER, PURCHASER HEREBY EXPRESSLY WARRANTS, REPRESENTS AND CERTIFIES TO SELLER THAT PURCHASER IS A SOPHISTICATED ENTITY EXPERIENCED IN THE PURCHASE OF REAL PROPERTY AND THE ANALYSIS OF REAL PROPERTY. PURCHASER FURTHER EXPRESSLY REPRESENTS, WARRANTS AND CERTIFIES TO SELLER THAT PURCHASER IS REPRESENTED BY LEGAL COUNSEL OF PURCHASER'S OWN CHOOSING IN SEEKING, ACQUIltING AND PURCHASING THE PROPERTY AND IN NEGOTIATING THE TERMS OF THIS AGREEMENT. THIS WAIVER IS MADE KNOWINGLY AND AFTER FULL CONSULTATION BY PURCHASER WITH LEGAL COUNSEL OF PURCHASER'S OWN CHOOSING, AND THIS WAIVER IS MADE AS AN EXPRESS INDUCEMENT TO SELLER TO EXECUTE THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. F. PURCHASER UNCONDITIONALLY RELEASES SELLER FROM AND AGAINST ANY AND ALL LIABILITY TO PURCHASER AND WAIVES ANY CAUSES OF ACTION THAT PURCHASER COULD ASSERT AGAINST SELLER, BOTH KNOWN AND UNKNOWN, PRESENT AND FUTURE, ARISING UNDER THIS CONTRACT, ANY STATUTE, INCLUDING WITHOUT LIMITATION, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601, ET SEQ. ) AND /OR THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901, ET SEO. OR COMMON LAW, FOR ANY DAMAGES TO PURCHASER OR CLAIMS AGAINST PURCHASER ARISING OUT OF (1) THE PRESENCE OF ANY HAZARDOUS SUBSTANCE OR MATERIAL ON THE PROPERTY, OR (II) THE RELEASE OF ANY HAZARDOUS SUBSTANCE OR MATERIAL FROM THE PROPERTY THAT HAS BEEN TRANSPORTED TO OTHER LANDS, THE TERM "HAZARDOUS SUBSTANCE OR MATERIAL" INCLUDES, WITHOUT LIMITATION, ANY MATERIAL WHICH IS OR MAY BE CLASSIFIED AS A HAZARDOUS SUBSTANCE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT (42 U.S.C. SECTION 9601, ET. SEQ. OR A HAZARDOUS WASTE UNDER THE RESOURCE CONSERVATION AND RECOVERY ACT (42 U.S.C. SECTION 6901, ELSE ),OR GASOLINE, DIESEL FUEL OR OTHER PETROLEUM HYDROCARBONS, POLYCHLORINATED BIPHENYLS (PCB's), ASBESTOS, UREA FORMALDEHYDE FOAM INSULATION, OR RADON GAS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THIS PARAGRAPH SHALL SURVIVE CLOSING. G. PURCHASER FURTHER WARRANTS AND AGREES THAT: (a) the water from any water well located on the Property, if used, is non- potable; (b) the water from any water well located on the Property cannot be resold or used for drinking purposes; (c) the Purchaser must comply with all TCEQ rules regarding the operation and /or capping of any water well located on the Property; and (d) the Purchaser, once it acquires the Property, agrees to release Seller from all liability for the operation and/or capping of any water well located on the Property 17. Time Extensions. If Seller does not provide the Commitment or the Survey to Purchaser within the respective time frames set forth in Paragraphs 4 and 5, the time periods for Seller to provide those items are extended until Seller provides each of the items to Purchaser and the Closing Date is automatically extended for a like period of time; provided, however, that the Inspection Period shall not be effected by this Section. 18. Notices A. All notices, requests, approvals, and other communications required or permitted to be delivered under this Contract must be in writing and are effective: (i) on the business day sent if sent by telecopier prior to 6 :00 p.m., Southlake, Texas, time, and the sending telecopier generates a written confirmation of sending; (ii) upon receipt if delivered personally or by any method other than by telecopier transmission (with written confirmation), or by any method other than by mail; (iii) 1 day after delivery to a nationally recognized, overnight courier service; or (iv) if orderly delivery of the mail is not then disrupted or threatened in which event some method of delivery other than the mail must be used, 3 days after being deposited in the United States mail, certified, return receipt requested, postage prepaid; B. in each instance addressed to Seller or Purchaser, as the case may be, at the following addresses, or to any other address either parry may designate by notice to the other party: Seller: City of Southlake, Texas Southlake, Texas 76092 Attention: Phone: Fax: With a copy to: Phone: Fax: Purchaser: Ray Wilson 4427 Soda Ridge Rd, Southlake, Texas 76092 Phone: (817) 430 -4889 With a copy to: Robert M. Clark Flynn, Francis & Clark, LLP 700 E. Southlake Blvd., Suite 150 Southlake, TX 76092 Phone: ($17) 329 -3000 Fax: (8 17) 4$1 -5464 19. Performance. Time is of the essence in the performance of the terms of this Contract. 20. Binding Effect. This Contract is binding upon and inures to the benefit of the successors and assigns of the parties. 21. Entire Agreement. This Contract embodies the complete agreement between the parties and may not be varied or terminated (except as allowed herein) except by written agreement of the parties. The Closing Agent and Title Company are not parties to this Contract and their consent is not required for any amendment, variation or termination of this Contract. 22, Attorneys' Fees. In the event of litigation concerning the interpretation or enforcement of this Contract, the prevailing party is entitled to recover from the losing party its attorneys' fees, court costs, and expenses, whether at the trial or appellate level. 23. Survival. Any of the provisions of this Contract pertaining to a period of time following Closing survive Closing and the delivery of the deed to Purchaser and are not merged therein. All indemnities under this Contract survive any termination and the Closing of this Contract. Seller's representations and warranties under this Contract survive Closing for a period of 12 months only. 24. Holidays, Etc. Whenever any time limit or date provided herein falls on a Saturday, Sunday, or legal holiday under the laws of the State of Texas, then that date is extended to the next day that is not a Saturday, Sunday, or legal holiday. The term business day as used in this Contract means any day that is not a Saturday, Sunday, or legal holiday under the laws of the State of Texas. 25. Governing Law. The laws of the State of Texas govern this Contract. 26. Risk of ]Loss; Condemnation A. Seller bears the risk of loss or damage to the Property prior to Closing, unless the damage is caused by the acts of Purchaser, its agents, contractors, or employees. If, prior to Closing: (i) any portion of the Property is damaged due to causes other than the negligence of Purchaser, its agents, contractors, or employees; or (ii) eminent domain proceedings are filed against any portion of the Property or any portion of the Property is condemned prior to Closing; B. then, Purchaser may, at its sole option, terminate this Contract by giving notice of termination to Seller within 5 days after Purchaser receives notice of the damage or condemnation. If Purchaser terminates this Contract under this Paragraph, the Closing Agent shall promptly return the Earnest Money Deposit to Purchaser and the parties thereafter have no further rights, liabilities, or obligations under this Contract. C. If Purchaser is entitled to terminate this Contract under this Paragraph and elects not to do so, Seller shall assign to Purchaser at Closing Seller's interest in any insurance proceeds or condemnation proceeds relating to the damage or condemnation. 27. Headings. Paragraph headings or captions are used in this Contract for convenience only and do not limit or otherwise affect the meaning of any provision hereof. 28. Effective Date. The Effective Date of this Contract is the date the Closing Agent acknowledges in writing the receipt of the Earnest Money Deposit. 29. Rule of Construction. The parties acknowledge that each party and its counsel has reviewed and revised this Contract, and the parties hereby agree that the normal rule of construction to the effect 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. 30. Waiver of Breach. The waiver by any party of a breach of any provision of this Contract shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or another provision of this Contract. 31. Counterparts. This Contract may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and same instrument. EXECUTED by Purchaser on () C—+ � 1 9 _ , 2011. PURCHASER: � RAY WILSON EXECUTED by Seller on , 2011. SELLER: CITY OF SOUTHLAKE, TEXAS By:_ Name: Title: The undersigned acknowledges receipt of the fully executed Contract and Earnest Money Deposit and shall hold and disburse the Earnest Money Deposit in accordance with the terms of this Contract. CLOSING AGENT: L Name: Title: Date: EXHIBIT "A" The Property Being the East 100 feet of the North 50 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being described by metes and bounds as follows: Commencing at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to the POINT OF BEGINNING; THENCE, South parallel with the East line of said Lot 3, 50 feet to a point for corner; THENCE, East parallel to and at all times 50 feet south of the North line of said Lot 3, a distance of 100 feet to the East line of said lot 3; THENCE, North along said East line, 50 feet to the Northeast corner of said Lot 3; THENCE, East along the North line of said Lot 3, 100 feet to the POINT OF BEGINNING. Together with a 20 foot access easement to the property described above and being a part of the North 20 feet of Lot 3, Block C, of Lakewood Ridge Addition, an Addition to the County of Denton, Texas, according to the plat thereof recorded in Volume 14, Page 5, Plat Records, Denton County, Texas said property being more particularly described by metes and bounds as follows: BEGINNING at the Northwest corner of Lot 3, Block C Lakewood Ridge Addition in the East line of Soda Ridge Road; THENCE, East along the North line of said Lot 3, 217.97 feet to a point for corner in the common line of this easement and the above described property; THENCE, South parallel with the East line of said Lot 3, along said common line, 20 feet to a point for corner; THENCE, West parallel to and at all times 20 feet South of the North line of said Lot 3, a distance of 220.00 feet, more or less, to a point for corner in the West line of said Lot 3 and in the East line of Soda Ridge Road; THENCE, in a Northeasterly direction along the West line of said Lot 3 and the East line of Soda Ridge Road, a distance of 20.76 feet, more or less to the POINT OF BEGINNING. EXHIBIT "B" SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § The CITY OF SOUTHLAKE, TEXAS ( "Grantor "), for and in consideration of the sum of TEN AND NO/ 100 DOLLARS ($10.00) cash and other good and valuable consideration to it paid by RAY WILSON ( "Grantee "), whose mailing address is 4427 Soda Ridge Rd., Southlake, Texas 76092, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto the Grantee that certain tract of land ( "Land ") described in Exhibit "A" hereto, together with all rights and appurtenances appertaining thereto (herein collectively called the "Property "). It is expressly understood and agreed that Grantor reserves and excepts from this conveyance, for Grantor and Grantor's successors and assigns, all of Grantor's interest in oil, gas and other minerals on, in and under all of the land described in this deed. The excepted and reserved interest is subject to any valid, recorded oil, gas, and /or other mineral lease or leases that cover the interest reserved, but includes all delay rentals, royalties, and other rights and payments due or to become due under the terms of such lease or leases to the lessor, the lessor's heirs, successors and assigns. On termination of any or all of such leases, the interest of the lessee shall revert to Grantor or Grantor's heirs, successors and assigns. This conveyance is given and accepted subject to any and all restrictions, reservations, covenants, conditions, rights -of -way, easements, and encumbrances of record, if any, affecting the herein - described Property or any matter which would be disclosed by a true and accurate survey of the Property ( "Permitted Encumbrances "). Grantee agrees to assume and be solely responsible for payment of all ad valorem and similar taxes and assessments affecting the Property for the year 2011. By Grantee's acceptance of this deed, Grantee agrees that, except for the express warranty of title stated below, the Conveyed Interest is being transferred and accepted AS -IS, WHERE - IS WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND THAT GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF THE PROPERTY'S CONDITION, HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GRANTEE SHALL ACCEPT THE CONVEYED INTEREST WITH ALL FAULTS AND DEFECTS, LATENT, PATENT OR OTHERWISE, AND SHALL RELEASE AND HOLD HARMLESS GRANTOR THEREFROM, TO HAVE AND TO HOLD the Property together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Encumbrances, unto Grantee, its legal representatives, 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. WITNESS THE EXECUTION HEREOF as of the day of 2011. THE STATE OF TEXAS § COUNTY OF TARRANT § Cl�7�l1�C11�' CITY OF SOUTHLAKE, TEXAS By:_ Name: Title: This instrument was acknowledged before me on the day of 2011, by authorized agent for the City of Southlake, Texas.. --- - - - - -- .Notary Public, State of Texas Request for Taxpayer Give form to the Form requester. Do not (Rev. October 2007) identiflcation Number and Certification send to the IR S. Department of the Treasuy unn oa, . va ,,.o .....' -- Name (as shown on your income tax return) Raymond D. Wils N m c 0 gig O a� N Cuslness name, if different trom above Check appropriate box: ® Individual/Sole proprietor ❑ Corporation ❑ Partnership Exempt E] Li liability company. Enter the tax classification (�= dis(egarded entity, C= corporatlon, P= partnership] ► _ -__ -_ ❑ payee ❑ Otter (see instr ) ll� rxe ror s name and address (optional Address (number, street, and apt. or suite no.) 4427 Soda Ridge Road City, state, and ZIP code Southlake, TX 76092 List account number(s) here (optional} T Enter your TiN in the appropriate box. The TIN provided must match the name given on tine t to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to ent it number or Employer Identification number Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to been issued d y t and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b} i have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification Instructions. You must cross out item 2 above If you have been notified by the IRS that you are currently subject o backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, yments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the it sCluctions n page 4. Sign 1 Signature of Here I u.s. person l► General instructions Section references are to the Internal Revenue Code unless otherwise noted, Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W -9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. if applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W -9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W -9. Date 0- / 12 Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U,S. citizen or U,S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701 -7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W -9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W -9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W -9 to the partnership for purposes of establishing its U.S, status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Cat. No. 10231X Form W -9 (Rev. 10 -2007)