Item 6ACITY OF
SOUTH LAKE
MEMORANDUM
(December 6, 2011)
To: Shana Yelverton, City Manager
From: Robert H. Price, P.E., Director of Public Works
Subject: Ordinance No. 1019, 2nd Reading, Authorize the sale of city -
owned property at 4429 Soda Ridge Road in the amount of
$9,125.
Action
Requested: Ordinance No. 1019, 2 nd 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 (Aqua Source 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, 2nd
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, 2 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
as
xD
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
2
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 STRIKE 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:
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 reccipt 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, ctc 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, dcpths,
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: Done.
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
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 prior years due to change in land usage, ownership, or both,
the payment of which Grantee assume §.
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 ' M �- Z — by
Laughman, President of Aqua Utilities, Inc. d /b /a Aaua Ts. Inc.
Robert L.
AFTER RECORDING
PLEASE RETURN TO:
CALLEGARI LAW FIRM, P.C.
15040 FAIRFIELD VILLAGE DR. #200
CYPRESS, TX 77433
W A CAU.EGARI A
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Notary Public, State of T exas
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may 16, 2013
Robert L.
AFTER RECORDING
PLEASE RETURN TO:
CALLEGARI LAW FIRM, P.C.
15040 FAIRFIELD VILLAGE DR. #200
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 timos 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 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 corner in the common line of this casement 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 coiner 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
20.7$ 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 70+0 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.
F. 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 31.
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 parry 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 11 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 LMTING 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, REM EDIA.TION 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 Q.), 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, ACQUIRING 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 SEQ. OR
COMMON LAW, FOR ANY DAMAGES TO PURCHASER OR CLAIMS AGAINST
PURCHASER ARISING OUT OF (I) 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 LMTATION, 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, ET SE .), 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
Pax: (817) 481 -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+ k 19 _ _ , 201 i .
PURCHASER:
RAY WILSON
EXECUTED by Seller on 1 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 o in
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 §
GRANTOR:
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
Form W m g
(Rev. October 2007)
Department of the Treasury
IM-1 R9venne service
N
m
c
0
O
a`
u9
Request for Taxpayer Give form to the
requester. Do not
Identification Number and Certification send to the IRS-
Name (as shown on your income tax return) Raymond D. Wilson
Business name, if different from above
Check appropriate box: 0 Indlvldual/Sole proprietor is Corporation 0 Partnership
❑ Limited Ilability company. Enter the tax classification (D= disregarded entity, C= corporation,
El Other (see inst whom) `
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
Z
Exempt
p= partnership) ► - -- payee
Requester". name and address (optional
Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 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 gat 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 enter.
F ciai security number
2 82 ;5696
or
Employtyv` 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 be issued to me), 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 to backup
use 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 tions #o an individual retirement
of debt contribu
arrangement (IRA), and generally , ymants other than interest and dividends, you are not required to sign the Certification, but you must
provide your correct TIN. See the 7sCr'uotions n page 4.
Sign Signature of
Here I U.S. person ►
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.
Mote. 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 C `/ 1 J
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 lax 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)