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HomeMy WebLinkAboutContract 55288-ES1 CSC No. 55288-ES1 ESCROW AGREEMENT THIS ESCROW AND DEVELOPMENIT AGREEMENT (the `-Agreenienf) is made and enter into to b4-- effecti-ve as of the 3—th day of JULY 2021 :the "Effective Date'). by and aniono II-VTR STAR TITLE. L-L d- -C- ,,b-!a SENDEkA TITLE the "Es4--row ALent")-. SELAH RESOURCES, LLC. a Wyorning hmittd liability compan the and THE CITY OF FORT ',XORTIL a Texas municipal corporation the --Purchast e'), Seller and Purchaser are someth-ne-s hereinafter collectively referre-d to as the `'Parties" and individuallv a '-Farts`' I I I s a. 4 ar ��, Capitalized term not otherwilse defined herein shall have theli: same meaning as In the Contract f.defined below), which is incorporated herein by reference, RELIT A L S - A. Pursuant to that certain Contract of Sale and Purchase. With an etfective date of February 9th 21 the "Contract' , entered into between Seller and Purchaser, Seller contracted 10 sell to Purchaser, and Purchaser contracted to purchase frorn Seller, that certain approximately 60-476 acres of land located in Fort Worth. Tarrant Countv,Texas, -with an address o 1-3 00 Au e Avenue.being more particularly described in the Contract and also in Exhibit"A"attached hereto and made a part hereof for all purposes the "Property"); and B. Pursuant to Section 7(d) of the Contract, the Parties and the Fscrow-- Agent desire to enter into this Aareemenl, AGREEMENT : For and in consideration (if tN- foregoing premises. the mutual covenants and agreements coat i ned herein. and other good and valuable cons i deratiQn, the receipt and suffic iericy of which are hereby acknowledged, the Parties and the Escrow Aggent agree as follows- I Det!osit of Funds. Pursuant to Section 7(d) of the Contract, c(xicurrently with the execution of this Acre-ernent. Seller hereby escrows $50,000.00 ("F-serow Funds") from the Set ter'8 proceeds froni the Purchase Price_ 2- Disbursement of Funds. Escrow Agent shall disburse the funds as se forth below. (a) Within 120 days of Closing ("Purchaser Deadline'), Purchaser pro id to Escrow Agent a wnuert notice of disbursement CPurchaser Disbursement Notice") detailing expenditures by or on behalf of Purchaser foT actual expenses and costs associatc-A with a required action, response, or plan undertaken due to anY spill, discharge, coma m j nation- release or pollution of hazardous subswnces or wastes existing as of the date of the Deed, whether sudden or gradual, actidt rttal or intentional, on the Prope rty. ror the avoidance of any doubt.,upon re�eipt of a Tchaser Dis bursern ent Noti ce by Escrow Agent OFFICIAL RECORD Page I of 11 CITY SECRETARY FT. WORTH, TX and without notice or consent from Seller, Escrow :agent may release funds to Purchaser's direction. In the event Vurcha r does ru)t prolVIde F-wrow Agent a Purchaser Disbursement Notice for the full arnou t of the Escrow Funds to Escrow Agent by the Purchasttr Deadline, then Within 12 plays of Closing("Seller licadline"). Seller may provide to Escrow Age- t a writum notice of disbursement, with signed approval by Purchaser. such approval not t unr.�asona ly writhheld, detailing expenditures by or on behalf of Seller for actual expenses and costs associated kvith the removal within 12 0 days of Closing 0f asphalt and any other spoil mat -ia]s collectively. the <:'Materials") that are not reusable or recyclable by Purchaser on the Property. as determined by Rurchaser in it sole discretion. cAny balance remai inn in the Escrow Acwmt after the Purchaser Deadline and Seller Deadline shall e releasQ to Seller, provided that Purchaser has rc eiv3c-d closure or clearance by the relevant governmental authority regal 4 hazardous substances or wastes existing on the Prope y as of the date(if the Dew_ 3_ Materials Removal. In connection ��ith the ret�n��al of Iater€ s. feller r S t the following- Seller assunies all rill€ofloss, rnage or personal iniun� resulti � om their entry o the rc�perty. Seller acknowledges that the Property may exhibit a hazardous or dau er us condition to life and I imb and enters the property at its sole risk. without any r con m, whatsoever a ainst parclna r SELLER SHALL I ODE �IIFY, RELEASE, ANTIS HOLD I"IA fLPURCHASER FOR ANY AND,ALL CLAIMS ARI S ING FROM S E LE ' USE OF THE PROPERTY. Seller shall restore the Property to a condition as similar possible to that which it v,--as in iru-nediately prior to accessi -the Property under this light of Fntn. The obligations ofthis paragraph shall sur�.:-ive the expiration of this light of Entry, Purchaser grants Seller aMd its contractors. employees, agents or repress tatives access to the Property for the purpose state£I herein, until the earlier t cc repletion of the removal of Materials r 120 days ate-C lasing, at which time the right of entTy-grante-J. in this Section 33 m)m s void- Purcha r may t iTninate this Right of Entry at any time for any reason, effective irn��� iat ly upon notice to Seller, . Escrow Account. Escrow- Agent agr to act as escrow agent to handle and martage the Escrow Funds. The Escrow Agent shall promptly- deposit such sums in a non-interest-bearing account (the "Escrow Account") at Maplely arl- Bad or a federally Insured (FDIQ bank or savings and Ioan located ire Fort WoTth, Tarrant County, Texas. The Escrow rent shall continue to hold the Escrow Funds i the same mminer. and the Escrow Agent agrees to hold and disburse the Escrow Funds in strict accordance, with the prow isions of this A,e gent. Pape 2 of I I Agent- (a) Escrow Aggcmt acts hereunder as a depository only and is not responsible or liable in any manner wh to er for the sufficiency, correctness; gennir mess or validity of any instrumerit d p ,sited lofth it hcieunder, or with respect to the FoTni or c ccuti n of the same, or the idc tit . anthofity, or rights of any; person executing ter depositing the sane. Escrow Agent shall be prat cwd in acting upon only notice; request— w ivcr, consent. receipt or other paper or docur cnt believed by E scrow Agent to be pnu1ne and to he sighed by the proper party or parties, Escrow A,,P,nt acknowledges its receipt of€ompensation upon the efosing of the sale ayid purchase of the Property, such that no further fees sell be paid to Escrow Agent for its servi"s hereunder. Escrow Agent shall not be required to take or be hound by notice of any default of any person. or to tale any action with reset to such default irivolviu- any expense car lial�ilth, unless notice in writing is given to an officer of Escrow. Azent of such default and unless it is indemnified in a maimer satisfactory to it apinst arty such expense or liability. c Escrow Agent shall not be liable for any error of i dgt ent or for an, act done or step taken or onnitted by it in good faith, or for and rniSttalze of factor law; or for anyihing which it may do or refrain from doing in connection herewith, except iLs own willful misconduct. negligence or its own breach of this Agrecntent. and Escrow Agent shall have no duties to anyone except those signing this Agrw-n t. d Escrow Agent may seek- advice from legal counsel In the event of any dispute or questions as to the construction of the provisiom hereof' or Escrow Agent's duties hmun er. and Escrow Agent shall incur no liability and shall be 1:ully protected in acting in good 61ith in accordzrnce with the opinion and instructions of such.e-Ounsel, e Each Party, to the extent petitted by law. hereby and seVerallN� awe to save. defend: indemnify and bold harmless the Escrow Agent from and against any and all claims. dot nd , causes ofactin. loses. liabilities, darrta es, costs and expenses, including, with€ui limitation, court casts, legal expenses and reasonable attorneys' f"S, inenrrcd or suffered by the Escrow Agent which arise out of the acts or omission ion f sueb Party hereunder or otherwise with respect to this ecr cnt e e�pt for the vyillful mi conduct. negligence or breach of this Agueement by Escrow- Agent). Each Party further agrees to save, defend, indemnify and hold harmless the Escrow Agent from and against awTf and all other claims, demands- causes, of action, losses, liabilities, damages, casts and e pemes, including, without limitation, court costs, legal expenses and reasonable attorneys' fees, ncurred by the Escrow Agent in cunTteiaian with die perfortnmi of its obligations under this Agreement. except to the extent any such claims. demands, causes of actions, Ions s, IlabiIities. damages, costs or expenses are incurred or suffered by the Escrow Agent directlN°as a result Dfits own wrillfuI mise nduct; ne-gh geTice or its oxkm breach of this Agreement. The iudernnity previsions of the Parties In this paragraph snail survive the e piration or any termination of this Agreement and shall be perfor .able- at the office of the Escrow Agent in Fort 'Forth, Tarrant County, Texas- Notwid-istanding anything, herein to the contrary. nothing contained herein shall ever k construed so as to require Rurchaser to create a sinkin fund or to access, levy and collect any tax to fed its Migrations under this Agreement. Page 3 of l l In the ev nt that Escrow Agent performs auy service not specifically provided for in this A green-ient= or there is any assignment or attachment of any interest in the subject matter of this Agreemvnt or any modification thereof. oT that any c r vel-s-V arms hereunder. or that Escrow Agent Is made a party to; or inter= in, aliv. litigation pertairiiug to this Agreement or the s ty t matter hereof. Escrow tmt shall be reasonably compemated therefor and reimbursed for all reasonable costs and expenses occasioned thereby. g It is understood and a rec-d that in the case of an y controversy, Es ro-w- glent niay rt ifrain from acting in any manner until it receives written afyrcer e-nt from all parties hereto, or Escrow Agent may interplcad the subject matter of this Agrcenient into any court of competen t jurisdiction, and the act of such interple-ader shall Immi diately relieve Escrow : fent of its obligation to disburse the Escrow Funds so interpleaded. The Patties expressly acknowledggc Escrow agent's right to into lead the rfi ney into a court of competent jurisdiction domiciled in Tarrant Courity, Texas. Escrow agent rnay deduct from escrow funds for its costs and reasonable legal fees if it has to file an interpleader. �h Escrow!agent may resign as Escrow Agent under this g,reement by v ing written notice,to each of the Parties 1n accordance Nvith the provisions ofthis gr ment at least thiq 3 days prig to the effectilve date of such resignation_ Thereafter. Escrow Agent shall deliveT all Escrow Funds held pursuant to this Agreement upon the J Dint Titten and signed order of =h of the parties. If Tio such order is reed-ved by Escrow t within thirty 30 days after the giving of sue notice. Esc ro gent is authorized and ent �vcrcd to deliver the Escrow Funds in to the registry o f a court of competent jurisdictiOm i Upon f et al , reernent by each of the Parties.the Escrow t!nt may be r mov . with or without cause. and a substitute escrow agent appol inted or otherwi&e designated and the Escrow Funds. disposed of Without any other formality than by giving written notice to Escrow Agent at Escrow A gent'- address set forth low. in which event Escrow Agent shall deliver the Escrow Fund -1n accordance vdth the joint written and signed instructions of the Parties and shall thereupon n be deemed to he removed as of the date designated in such notice-, Oil if no date is designated. as oFthe date such deliver is made- h. Notice. In the event any parlY hereunder desires or is required to give any notice to any other party, such notice small be deemed delivertd three 3 days after the uotif�,ing party deposits same in the United States mail. certified email, return receipt requested, postage prepaid, addressed to the person or entity at the address set forth adjacent to such pare-"s signature hereto, Notice may also be given by electronic mail (-Email') at the Email addresses shin on the signature pages of this Agreement or by personal delivery and shall he e fcctive only if and tv-hen rece-1ved by the party to be notified bemy n the hours of 8,0 a-m. and 5-100 p.m, of any business dad, IV]th delivery made after such hours to be received the fol I oiking business dad-. The parties lke to shall have the right from time to time to change their respective- addresses by at least five 5 days'. ^, ritten notice to the other parties given in the manner herein provided. Pa,ye 4 of 11 . Nfiscellancous Pro igio . a u irie s Day. The term —bus I dav,.° scd herein. shall heart any calendar day that is not a Saturday, Sunday or state car federal legal holiday, b No Oral Modification. This -r ernent may not be rrro i1ied. atuc-nded or altered except by an aggreement in writing signed by the Parties and the Escrow Agtml. Matters l tw erl the parties may be amended, modified or altered by an agreement in writing signed by the Part i s alone. Governing Law, This nent ]gas been prepares. is bite executed and de ivered. and is intended to be performed in the Slate of Texa , and the, substantive laws nl'4uch state shall govern the valid4y, construction- eel rcemvrrt and interpretation of this Agneemew, Venue €Many ease r Controversy arising under or pursuant to this Agreement shall lie in TwTant Courit , TeKa.�. d verabitity. If any c venarit, provisiom or agreement of this , greement shall be held illegal, invalid,or unenforceable under present or future laws etfectivc €wring the term of this gTeernent.then and in that event, it is t ! intention of the parties henceo that the remainderof this Agreement shall not be affected tht!Te y. and that this Agreement shall othen ise continue in fail force and effect. It is the further intentio- n of the Parties that in lieu of each covenant. pnivision, or apar enient of this instrument that is held illegal, invalid, or urtenforceable. there be added as a part hereof a clause or provision as similar in terms to sttch t.11eual. invalid,or unenforceable c I ause or provi.slon as may be possible and b�-- legal valid, and enforceable. e Entirety, This Agreement embodies the entire agreement among the Seller. Purchaser and Escrow Agent. and supersedes all prior agreernent; and understandings. if an�3' relating to the subject matter hereof. t Binding Effect and &sigu �cnf. The terms of this kgr ment shall be binding upon and inure to the bene it of the parties hereto and their respective successors.assigns and legal r r sentativ,-s; provided.how-ever,that neither part,hereto may.without the prior,vri tt n eonscnt of the olh r. assium any rights. powers duties, or obb ations¢ hereunder, and further provi ed, however, that this Aug reement shall not inure to thte benefit of any parse other than the Parties to this Agreement, g Reading. Section.headings are for convenience of reference inly and shall in no as, atT ct the interpretation of this Agreenient, (.h) Counterparts. This Agreement may be executed in any number of ouraerparts, all of which taken together shall constitute one and the same agreement, and any of the Parties hereto may execute this Agr ment by signing any such tounterpar , i Time Gf the Essence. Time is of the essence of this Agreement, Pa e 5 of l I { v o i tign byCounsel. The Parties acknowledge that each P rtv ,-md its counsel have re if- -ed and revised this € g.gent, and agree that the normal rule of construction to the effect that any a 'ibi 3ti s are to be resale{ed against the draffing party shall not be m ]eyed the interpretation oft}pis gr ini--nt or any amendments or exhibits Hereto. .1 t art f _2nato Each ` it c parties hereto n i ici all represents and warrants that its signatory has full right and authority t execute this Agreement on 1 i[t of the party na-med herein,and that ibis Agreement is a vat id and b ind ing ab[ gation of such part,subject to its errZ€ S, IGN TURI+S APPEAR ON T14E FOLLOWING PAGES] Pat-e 6 of I I StGNATURE PAGE FOR, SE Jh ER EXECUTED by Seller as of(although not necessarily)on and to be effective as of the date first hereinabove written. Ad _res$/1eKelRhone/Fax: S.E.L.LER: SELAPI RESOURCES, LL.C, a.Wyoming limited liability company Selah Resources, 1,LC PO Box 4247 Fort Worth, TX 76102 Attention: Krista Blanton-Gursky Phone: (817) 247-4770 By: ^ � ,�'` Email: Name: _----_-- ,I r�sta 11nan�G��rsl Title: Manauey -- with-a-egny — KEP-RMA LLC 8650 Freeport Parkway, Suite 100 Irving, Texas 75063 ,Attention: Michael A. Blubaugh rnblubaugh@kingdom-res.com Telephone: 469-445-1.251 Facsimile: 469-445-1269 Email: �nlal��l>a.i�<.}l►!( lcitl ,a<�111 re;s,cuaxz OFFICIAL RECORD CITY SECRETARY Page 7 of l l FT. WORTH, TX SIGNATURE PAGE FOR PURCHASER EXECUTED y Purchaser as of(although not n ees rily) o and to be effective a� of the date 1'ir6t h i-ei bove w-ritten. Addr s/Telephone/F x: PURCHASER; THE CITY OF FORT WORTK a Texas r .unicipal cowration City; of Fort A,orth, Texas 10 O Texas Street Fort kkorth, Texas 76102 Telep one? _; ( '3 2-516 Dat a Burr-g d s nt pity Manager Email- j `rEST-. aq�40R�.y_� T 41 p0°" °O000 �Y �e,c o° 00�� per° d —..u._. 1000 o=d Name: Ronald P. Gonzales ��� o ° °O /y Title: Acting City Secretary ��EXAsa�� C-. 0-05 Date; Aug. I . 202 witb a cop,6 City-of Fort orth.`Text Approved ai to Form and Legality- 200 Texas Street Fort Woilh, Texas 76102 Attention: Lem Guzman 7 4= Emai I= Ica[in w-rnlan'-tf'€ rt h rr .?cr ° barns; � { =�'N Title. City of Fort WGrath Contracl Complinnce Manager: V signing i nknowled e that I am the person responsib[e for the €no iwrina and administration iuistration of this contract, i nelud ing ensuring a I I performs ante and reporting,requirem nts_ Z�rcle f Ernplowe, iel Er n nm. Tide.--Real Property 'Manager OFFICIAL RECORD Page 8 of i I CITY SECRETARY FT. WORTH, TX SIGNATURE PAGlE FOR ESCROW AGENT Address/Tele_n..honc/Fax: ESCROW AGENT: d/h/a Seiidera Title, a 1"exas limited liability company SILVER STAR I'ITi.,E, 1:.,.1 k" d/b/a ST NDERA TITi.,E 4161 McKinacy AvQ,, Smite 401 r� Greenwood . Dallas, 7 e r.a 7504 Y' `'l — -... _,.._.... ,... r ten, . _.,.... �ltttntic7R�. Mr. C:la�•istapl�cr J. C.� Phone 214,891.1957 Fax ?1.4.891,1958 ram. .'r f ' � _,-,.�.:.'..�...,...iticrci�tl`ct`:�e3�cl4z•s�litl�:.cc7��� "it OFFICIAL OFFICIAL RECORD CITY SECRETARY Page 9 of 1 1 FT. WORTH, TX EXHIBIT "A" TRACT (GROSS A EM: DESCRIPTION, of a 64-895 acres ,.8 8,838 s tjare feet) tract of lard sit �ated In the Mlliar Y_ Aflen Survey, Abstract No- 15, the Rush Lloyd Survey, Abstract o_ 9&6: the Richard Vickery Survey, Abstract o, 1891, and the Illinois&Great Northem Railroad Company Surveyi Abstract o- 1954 in the City of Fort W h, Tarrant County, Texas-, said tact being a portion of Tract 1" conveyed to Selah Resources, LLC by Special Warranty wed recorded in instrument Number D2-20252279, Official Public Records of Tarrant ourrty,Texas, said 84-898 acres(2:825,836 square fit)tract being mare particularly descr€bed by metes and bounds as follaws (bearing system for this survey is fused on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on observations made on February T 029)- BEGINI+ING, at a 112-inch iron rod wAh "PACHECO K H" cap set at the southernmost scorner of paid 'Tract 1 said point also being the southwest: ner of that tact of land conveyed to Sunbelt Cement, Inc, by Special Warranty Deed recorded in Volume 11728, Page 2318 of the Deed Records of said County; said point being in the nor h right-c way line of Angle Avenue(a 120-foot right-of-way)and the westernmost southwest corner of Loot 1, Block 1, Limestone Acres d.dit€ n, an addition to the City of Fort Wow, Tarrant County, Texas according to the plat recorded in Volume 388-1 5, Page 18 of the Plat Records of Tarrant County: Texas, THENCE, Now 41 dWe8s, 20 min utes, 59 seconds latest, along the west line of said Tract 1" and said north line of Angle Avenue, a distance of 2,038,75 feet to a 518-inch iron rod found at the point of curvature of a tangent curve to the left; THENCE, along a curve to the left and oonthnuinq with said wast line of sad "Tract 1"and said nnrtb right- of-way line, having a central angle of 19 degrees, 27 min tes, 55 seconds, a radius of 1,180-00 feet, a chord bearing and distance of Now 46 degrees,34 minutes, 57 secOndS Test.215,23 feet.an arc distance of 1 -88 feet to 1/2-inch. iron rod with 'PA HE KO CH' cap set; THENCE. departing said crest line of sMd'Tract 1£ and said north right-of-way line crossing said'Tract 1: the following two calls: North 48 dog roes, 38 minutes, 56 seconds East, a distance of 957,59 feet to a 11 nch iron. rod with"PACHECO KOCH" cap set, North 88 degas, 29 m inutes, 12 sends East, a distance of 8 :25 feet to a 11 -inch. iron rod with " A H E O KO CH'cap set in the east lire of said "Tract 1�- said point also being in the west line of`Tract 4" conveyed to Selah Reso urces: LLC by said In r5ment N urn ber DM252 ; THENCE, along said east lire of'Tract V and i3ald west line of"Tract " the f0owing two calls_ South 12 degrees, 37 minutes, 48 seconds East, a distanoe of 208.35 feet to a 112-inch iron rod rM'P CHE H- cap set, South 87 degrees, 20 minutes. 46 seconds East, a distance of 333,07 feet to a 518xincb iron rod nth "LEA] DAVIS RPLS 1 5' found at an angle point in the east lire of said Ira � and the west line of said Su nbeft Cement, Inc- tract, said point being the most southerly sout ieaSt corner of said `Tract THENCE, with said east line of said 'Tract n and said west line of said Sunbelt Cement, Inc_ tract the f011oirg four calls: Wh 41 degrees, 37 minutes,es, 97 seconds East, a distance of 409.93 feet to a'+'out In Concrete found; Pk-, 10of 11 South 13 degrees, 00 minutes, 28 seconds East, a distance of 602,05 feet to a 81 -incf,iron rod with "t_EN DAVISRPL 15 'found; youth 00 d8 reea, 42 minutes, 24 seconds Est, at a distance of 486.So feet passing a 518inch iron rod found: and continuing in all, a total distance of 757-46 feat to a 18-inch iron rod found; South 48 degrees, 54 m inutes, 31 seconds West, a distance of 722.08 feet to the POINT OF Ili NINGI CONTAINING . 5 acres (2,826,836 square feet) of land, more or less.. TRACT 2 (SAVE AND EXCEPT AREA -WELL SITE): DESCRIPTION, of a 4.419 acre (192,500 ware feet) tract of land situated in the Richard Vickery vrVey, Abstract No, 159 1, in the City of Fort Worth- Tarrant County, Texas: said tract being a portion of"Tract V conveyed to Selah Resources, LLC by Special Warranty Deed recorded in Instrument Number D220252279, Official Public Records of Tarrant County, Texas; said . t 9 acre(192,500 square feet)tract be In more particularly described by metes and bounds as fellers(6earing system for this survey is based on the Texas ordinate System of 1983 ( 011 adjustment), North Central Zone 4202, based on observations made on February 7. 2 2 -. COMMENCING, at a 11 -inch iron rod with 'PA HECO KOCH" cep set at the souttrarrnast corner of said Tract I'; said point also being the southwest corner of that tract of lard conveyed to Sunbelt Cement, Inc, by Spi5cial Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records; said point being in the north right-of-may line of Angle Avenue (a 120-foot right-of-way) and the westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition; to the City of Fort Worth'. Tarrant Gounty, Texas according to the plat recorded In Volum8 38 8-19 , Page 18 of the Plat Records of Tarrant County, Texas. THENCE, f o l`r 00 degrees, 42 minutes. 42 seconds East, crossing said `Tract I", a. distance of 630_ 0 feet to e 1l -inch iron rod with -PA H ECO KOCH" cap set for the POINT OF BEGINNI G- T ENCE, North 37 degrees, 44 mInttes, 56 seconds West a distance of550.00 feet to a 1 -inch iron rod With �PA HECO KOCH'cap set? THENCE, North 52 degrees, 15 minutes, 04 seconds East a distance of 350.00 feet to a 1124nch iron rod with "PAC H ECO KOCH11 cap set; THENCE.- South 37 de reel. 44 rninutes, 56 seconds East, a distance of 550,00 feet to a 12-inch iron r with-PA H'ECO KOCH" rap set; THENCE, South 52 degrees, 15 minutt�s, 04 seconds West, a distance of 350-00 feet to the POINT OF CONTAIN NG an area of 4-419 acres(192,500 squar8 feat)of lane more or less. HET AREA DESCRIBED: 6OA76 acres(2,634,336 sgLiare feet) age f 11 d, 3aY- Lu-eelS CSC No. 55288 CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CITY OF FORT WORTH,TEXAS,a home rule Municipal Corporation of the State of Texas, acting by and through its duly authorized City-Manager or Assistant City Manager("Purchaser")and Selah Resources,LLC,a Wyoming limited liability company("Seller"),as of the date on which this Contract is executed by the last to sign of Seller and Purchaser("Effective Date"). AGREEMENT In consideration of the mutual covenants in this Contract,Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept from Seller,on and subject to the terms and conditions set forth in this Contract approximately 60.476 acres of land known as 3900 Angle Avenue, as more particularly described in Exhibit"A",attached hereto and made apart hereof for all purposes (the "Land"), together with (i) all buildings, Mures, structures and improvements thereon; (ii)any strips or gores between the Land and all abutting properties; (iii)all roads, .alleys,rights-of-way,easements,streets and ways adjacent to or serving the Land and rights of ingress and egress thereto,whether surface, subsurface or otherwise; (iv)any land lying in the bed of any street,road or access way,opened or proposed,in front of,at a side of or adjoining the Land,to the centerline of such street,road or access way;(v)all of Seller's rights,titles and interest,if any,in and to all water rights or any kind or character pertaining to the Land; and(vi)all licenses, interests,and rights appurtenant to the Land. The Land and Items(i)-(vi)are collectively referred to as the"Property". (b) Sell-,.-shall convey the Property to Purchaser free and clear of all liens,claims,easements, rights-of-way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively,the"Encumbrances")except the Encumbrances appearing in the Title Commitment and the Survey (h_eremafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance(and the Property does not include)for itself,and its successors and assigns,any and all interest in any and all oil,gas and other minerals in,on,or under the Land;provided,however,Seller hereby waives and relinquishes access to any use of the surface of the Property except as set forth in the Special Warranty Deed (defined herein). Seller shall convey all rights of title and interest in any water and water rights in the Property. Section 2. Independent Contract Consideration Purchase Price and Earnest Money. (a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a check in the amount of$100.00 ("Independent Contract Consideration") as independent consideration for Seller's execution,delivery and performance of this Contract. This Independent Contract Consideration is in addition to and independent of any other consideration or payment provided for in this Contract,is non-refundable, and shall be retained by Seller notwithstanding any other provision of this Contract; however,upon Closing(as hereinafter defined), the Independent Contract Consideration shall be applied as a credit toward the Purchase Price(as hereinafter defined). 3900 Angie Ave,Fort W61-th Page I of 23 (b) The purchase price ("Purchase Price")for the Property,payable by Purchaser to Seller at Closing (as hereinafter defined), is SIX MILLION SIX HUNDRED THOUSAND and No/100 DOLLARS ($6,600,000.00). (c) Within three (3) business days following the Effective Date of this Contract, Purchaser shall deposit the sum of FIFTY-THOUSAND and No/100 Dollars($50,000.00)in the form of immediately available funds(together with any interest earned thereon,the "Earnest Money")and a signed copy of this Contract with Sendera Title, 4161 McKinney Avenue, Suite 401, Dallas, Texas 75204, Telephone: 214- 891-1957, Fax: 214-891-1958, Attention: Christopher J. Greenwood (the "Title Company"). In the event Purchaser fails to timely deposit the Earnest Money, then Seller shall have the right to terminate this Contract by written notice to Purchaser delivered at any time thereafter until such time as the Earnest Money is actually deposited. The Earnest Money shall be held by the Title Company in an interest bearing, FDIC insured, account. Any interest on the Earnest Money shall be a part of the Earnest Money and paid in accordance with the provisions of this Contract. The Earnest Money shall be (i) nonrefundable 90 days after the Effective Date and shall be funded directly to the Seller within three business days after the 90 day period (ii) applied towards the Purchase Price on the Closing Date (as defined below)if the conveyance of the Property closes. Section 3. Title Commitment and Survey. (a) Within 15 business days after the Effective Date,Purchaser shall obtain at Purchaser's sole cost and expense,a Commitment for Title Insurance("Title Commitment")from the Title Company. The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver contemporaneously with the Title Commitment legible copies of all documents referred to in the Title Commitment,including but not limited to,plats,reservations, restrictions,and easements. (b) Purchaser has obtained a survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property,prepared pursuant to a current on-the-ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway or a utility easement, (iii) identify any rights-of-way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending 30 business days after the Effective Date in which to notify Seller in writing of any objections("Objections")Purchaser has to any matters shown on the Title Commitment or the Survey. (d) Seller shall have the option,but not the obligation,to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser's notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree 3900 Angle Ave,Fort Worth Page 2 of 23 irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Contract may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period of time (the "Termination Period") ending on the fifth business day following the end of the Cure Period, and the parties shall be released of further obligations under this Contract; or(ii)any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period(or which are thereafter waived or deemed to be waived by Purchaser)shall be deemed to be permitted exceptions (the "Permitted Exceptions")to the status of Seller's title to the Property. (e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in the Title Commitment(or any subsequent commitment) which arise on or after the Effective Date of this Contract and are not attributable to actions by Purchaser and(ii)all Objections that Seller agrees in writing to cure at or prior to Title Review Period shall be satisfied,cured or removed by Seller,at Seller's sole cost and expense, at or prior to Closing. Should Seller not be able to cure these items during the Title Review Period the Purchaser can terminate this Contract in its entirety by giving Seller written notice,the Earnest Money shall be returned to Purchaser, subject to Section 2(c), and the parties shall be released of further obligations under this Contract. Section 4. Due Diligence Documents. Seller acknowledges that prior to the Effective Date it has provided to Purchaser, and Purchaser hereby acknowledges and agrees that prior to the Effective Date it has been received from Seller the following items related to the Property(collectively, the"Due Diligence Documents") (i) any and all tests, studies and investigations relating to the Property and the operation and maintenance thereof, including, without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s),proceedings and awards affecting the Property; and (iii) all proposed or existing private covenants, conditions and restrictions, of which the Property will be a part and any other private agreements affecting the use or development of the Property. Provided, however, that notwithstanding the above,if Seller has knowledge that any Due Diligence Documents that have not been provided to Purchaser, Seller shall deliver same to Purchaser within five (5) days that such Due Diligence Documents become known to Seller. Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property, including the Improvements,to make inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall be conducted at Purchaser's sole expense and Purchaser shall provide Seller notice at least 48 hours prior to conducting any Tests. Purchaser will not allow any release of hazardous substances on the Property during its entry, or the entry of its contractors, employees, agents, subcontractors, consultants, officers, etc. onto the Property prior to Closing. Purchaser will be responsible for the payment and discharge of all obligations to contractors, subcontractors, materialmen, workmen and other persons for all work performed and for materials furnished for or on account of Purchaser during the Option Period. At the conclusion of the Tests, the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. In the event this transaction does not close for any reason whatsoever,the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period (as defined below). 3900 Angle Ave,Fort Worth Page 3 of 23 Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until 120 days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 5 above). (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 6(a)above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period,whereupon this Contract shall terminate. Upon such termination,the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) The provisions of this Section 6 control all other provisions of this Contract. (d) Intentionally left blank Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before 30 days after the expiration of the Option Period (the "Closing Deadline"), provided that the following closing contingencies (collectively,the "Closing Contingencies")have been met: (a) Intentionally left blank (b) Seller, at its sole cost and expense, shall vacate certain easements affecting title to the Property prior to Closing (more specifically,the easement originally conveyed to Illinois Pipeline and the easement originally conveyed to Lone Star Gas Company). (c) Purchaser shall obtain any necessary surface waivers and/or other agreements or amendments to the mineral leases affecting the Property from the appropriate gas companies, as long as said surface waivers to do not prohibit access to the Operating Site, being specifically described in the attached Exhibit "B'; and Seller shall cooperate with Purchaser to obtain these items and sign any documents necessary to accomplish same subject to approval of said document, which shall not be unreasonably withheld, conditioned, or delayed. (d) Seller will escrow $50,000.00 from the Seller's closing proceeds ("Escrow Account"). (1) Should a governmental authority having jurisdiction over environmental matters including but not limited to the Texas Water Commission, United States Environmental Protection Agency,Texas Commission on Environmental Quality,or Purchaser,determine within 120 days of Closing that a response, plan or action be undertaken due to any spill, discharge, contamination, release or pollution of hazardous substances or wastes existing as of the date of the Deed, whether sudden or gradual, accidental or intentional, on the Property, Purchaser shall prepare and submit the required plans and undertake, implement and diligently perform the required action, response or plan to completion in accordance with the rules and direction of such governmental authority(ies) and to the satisfaction of Purchaser. Purchaser shall be reimbursed for all expenses and costs associated with the 3900 Angle Ave,Fort Worth Page 4 of 23 required action,response,or plan from the Escrow Account. Purchaser shall not be entitled to reimbursements in excess of the $50,000.00 in the Escrow Account. (2) In those areas of the Property where asphalt and any other spoil materials that are not reusable or recyclable by Purchaser (collectively, "Materials") are stored, Seller shall remove such Materials at its sole cost and expense within 120 days of the Closing. After Purchaser has been reimbursed for all expenses pursuant to Section (d)(1), in the event a balance remains in the Escrow Account, Seller shall be reimbursed from said remaining balance of the above-referenced Escrow Account upon the Materials removal subject to Purchaser's approval, such approval not to be unreasonably withheld. (3) Any balance remaining in the Escrow Account after the reimbursements paid first to Purchaser pursuant to Section (d)(1) and then to Seller pursuant to Section (d)(2) shall be released to Seller, provided that closure or clearance by the relevant governmental authority has been received by Purchaser. The parties will enter into an escrow agreement with an escrow agent agreed to by both parties reflecting the terms in this Section 7(d). If the Closing Contingencies are not met by the Closing Deadline, Purchaser may either (i) grant an extension to Seller in writing or(ii)terminate this Agreement by giving written notice to Seller. Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to Purchaser the following: (i) A Special Warranty Deed ("Deed"), fully executed and acknowledged by Seller,conveying to Purchaser good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, but containing a reservation of the mineral rights, with the precise form of the Deed attached as Exhibit"C'; (ii) A Non-Foreign Person Affidavit, in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986,as amended; (iii) Evidence of authority to consummate the sale of the Property as is contemplated in this Contract or as Purchaser or the escrow agent may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3)below. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or a certified or cashier's check or such other means of funding acceptable to Seller,in an amount equal to the Purchase Price, adjusted for closing costs and prorations. (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance("Owner Policy")issued by Title Company in the amount 3900 Angle Ave,Fort Worth Page 5 of 23 of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area,"the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their respective attorneys'fees. (5) Seller shall pay all recording fees and any other closing costs as set forth by the Title Company. (6) Seller shall pay the Broker's fee. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the property for the current year shall be for the period of time the Property was owned by Seller,and based on estimates of the amount of taxes that will be due and payable on the Property during the current year, Seller shall pay for any taxes and assessments applicable to the Property up to and including the date of Closing. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any additional amount of taxes to be paid for any taxes and assessments applicable to the Property up to and including the date of Closing. The provisions of this Section 8(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser,free and clear of all tenancies and title encumbrances of every kind except those disclosed in the Permitted Encumbrances. Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing,that: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms;neither the execution and delivery of this Contract nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or to which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment,order,writ,junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation,use or occupancy of the Property,pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau or agency or other governmental entity and no such action, suit, proceeding or claim is threatened or asserted; (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not 3900 Angle Ave,Fort Worth Page 6 of 23 obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property,nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except as otherwise disclosed in the Title Commitment,no lease, contract or agreement exists relating to the Property or any portion thereof which is not terminable at will or upon not more than 30 days'prior notice except tenant leases; (f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any part thereof, (g) No Regulatory Violations. To the best of Seller's knowledge and belief, the Property is not in breach of any law,ordinance or regulation,or any order of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending or,to the best of Seller's knowledge and belief and after due inquiry,threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property; and (h) No Hazardous Materials. To the best of Seller's knowledge, (i) all required federal, state and local permits concerning or related to environmental protection and regulation for the Property have been secured and are current; (ii) Seller is and has been in full compliance with such environmental permits and other requirements regarding environmental protection under applicable federal, state or local laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (v) Seller does not have actual knowledge of any environmental condition, situation or incident on,at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law,rule,ordinance or common law theory governing environmental protection. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract, and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Contract,notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall survive Closing for a period of one year. 3900 Angle Ave,Fort Worth Page 7 of 23 Except as specifically set forth herein, Seller and Purchaser agree that purchaser is taking the property"as is"with any and all latent and patent defects and that there is no warranty by Seller that the Property is fit for a particular purpose. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Title Commitment, Survey, Due Diligence documents and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that,if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Contract, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i)grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii)place or permit to be placed on, or remove or permit to be removed from,the Property any trees,buildings,structures or other improvements of any kind; (iv) excavate or permit the excavation of the Property or any portion thereof,or(v) enter into any written leases or verbal rental agreements for any duration affecting any portions of the Property. (c) Cooperation in Permitting Activities. During the term of this Contract, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and expenses of obtaining all such approvals except for attorneys' fees that Seller may consider necessary in connection with reviewing such applications and instruments, which shall be borne solely by Seller. Section 11. A2ents. Seller and Purchaser each represent and warrant to the other that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction other than Emersons Commercial Real Estate, 4200 S. Hulen Street, Suite 412, Fort Worth, Texas 76109, Telephone: 817-529-9090, Attention: Karen L. Simon, President & Managing Partner ("Broker"). Seller shall indemnify, defend, and hold Purchaser harmless from the claims of Broker and of any other agent, broker, or similar party claiming by,through, or under Seller. Section 12. Closing Documents. No later than 3 business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents(including but not limited to the Deed)for Purchaser's reasonable right of approval. Section 13. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served delivered in person to the address set forth below for the party to whom the notice is given, (ii) 3900 Angle Ave,Fort Worth Page 8 of 23 delivered in person at the Closing (if that parry is present at the Closing), (iii)placed in the United States mail,return receipt requested,addressed to such party at the address specified below, or(iv)deposited into the custody of Federal Express Corporation to be sent by FedEx Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below. (b) The address of Buyer under this Contract is: City of Fort Worth With a copy to: 200 Texas Street Leann D. Guzman Fort Worth, Texas 76102 City Attorney's Office Attention: Niels Brown City of Fort Worth Telephone: (817) 392-5166 200 Texas Street Facsimile: (817) 392-7591 Fort Worth, Texas 76102 Telephone: (817) 392-7600 (c) The address of Seller under this Contract is: Selah Resources, LLC With a copy to: PO Box 4247 KEP-RMA LLC Fort Worth, Texas 7164-0247 8650 Freeport Parkway, Attention: Krista Blanton-Gursky Suite 100 Telephone: 817-247-4770 Mobile Irving, Texas 75063 Attention: Michael A. Blubaugh mblubau hg kkingdom-res.com Telephone: 469-445-1251 Facsimile: 469-445-1269 (d) From time to time either parry may designate another address or fax number under this Contract by giving the other party advance written notice of the change. Section 14. Termination,Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract,then Seller,as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, whereupon neither party hereto shall have any further rights or obligations hereunder. (b) If(1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller's other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser's failure to perform Purchaser's obligations under this Contract,then Purchaser shall have the right to: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder; 3900 Angle Ave,Fort Worth Page 9 of 23 (ii) waive,prior to or at the Closing,the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof, or (iii) enforce specific performance of Seller's obligations under this Contract. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, representations, covenants, and obligations set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Contract will expire one year after the Closing as to matters for which Purchaser has not provided written notice to Seller within such period of time. Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 17. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 18. Taking Prior to Closing. If,prior to Closing,the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be made in Tarrant County, Texas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 22. Severability. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day for such performance,as the case may be, shall be the next following regular business day. The Effective Date of this Contract is the date on which this Contract is executed by the last to sign of Seller and Purchaser. Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original,but which together will constitute one instrument. 3900 Angle Ave,Fort Worth Page 10 of 23 Section 25. Terminology. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context,any gender includes any other gender,the singular includes the plural, and the plural includes the singular. Section 26. Construction. The parties acknowledge that each parry and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such parry or parties may be entitled. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 3900 Angle Ave,Fort Worth Page 11 of 23 This Contract is EXECUTED as of the Effective Date. SELLER: Selah Resources,LLC,a Wyoming limited liability company By: Krista Blanton (Feb 4,2021 13:07 CST) Krista Blanton-Gursky, Manager Date: Feb 4, 2021 PURCHASER: CITY OF FORT WORTH, TEXAS By: Dana Burghdoff( 9,202 2:31 CST) Dana Burghdoff,Assistant City Manager Date: Feb 9, 2021 Attest: City Secretary Mary J. Kayser M&C: 20-0548 Date: Aug. 11, 2020 APPROVED AS TO LEGALITY AND FORM 0L—� Leann Guzman(Feb 8,2021 16:38 CST) Leann Guzman Deputy City Attorney 0 rd i n a n ce N o. 24161-04-2020/M&C#20-0548 3900 Angle Ave,Fort Worth Page 12 of 23 By its execution below,Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Sendera Title Company By: V Name: Title: 5 C,-J Q- Date: , Za "Z Contract Complyance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all per£ortnance and reporting requirements. Niels Brown / Name of Employee/Signature Senior Land Agent Title ❑ This form is N/A as No City Funds are associated with this Contract Printed Name Signature 3900 Angle Ave,Fort Forth n,A,ue 13 of 23 Exhibit "A" LEGAL DESCRIPTION TRACT 1 (GROSS AREA): DESCRIPTION, of a 64.895 acres (2,826,836 square feet) tract of land situated in the William Y. Allen Survey, Abstract No. 15, the Rush Lloyd Survey, Abstract No. 986, the Richard Vickery Survey, Abstract No. 1591, and the Illinois&Great Northern Railroad Company Survey, Abstract No. 1954 in the City of Fort Worth, Tarrant County, Texas; said tract being a portion of the tracts conveyed to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D208415098 and Instrument Number D213315934, Deed Records of Tarrant County, Texas; said 64.895 acres (2,826,836 square feet) tract being more particularly described by metes and bounds as follows (bearing system for this survey is based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on observations made on February 7, 2020): BEGINNING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of said first mentioned Blanton tract;said point also being the southwest corner of that tract of land conveyed to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records;said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant County, Texas; THENCE, North 41 degrees, 20 minutes, 59 seconds West, along the west line of first said Blanton tract and said north line of Angle Avenue, a distance of 2038.75 feet to a 5/8-inch iron rod found at the point of curvature of a tangent curve to the left; THENCE, along a curve to the left and continuing with said west line of said Blanton tract and said north right-of-way line, having a central angle of 10 degrees, 27 minutes, 55 seconds, a radius of 1,180.00 feet, a chord bearing and distance of North 46 degrees, 34 minutes, 57 seconds West, 215.23 feet, an arc distance of 215.53 feet to 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, departing said west line of said Blanton tract and said north right-of-way line crossing the first said Blanton tract tract the following four calls: North 48 degrees, 38 minutes, 56 seconds East, a distance of 957.59 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; North 86 degrees, 29 minutes, 12 seconds East, a distance of 534.25 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; South 12 degrees, 37 minutes, 46 seconds West, a distance of 208.35 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; South 87 degrees, 20 minutes, 46 seconds East, a distance of 333.07 feet to a 5/8-inch iron rod with "LEN DAVIS RPLS 1625" found at an angle point in the east line of said Blanton tract and the west line of said Sunbelt Cement, Inc. tract; THENCE, with said east line of said Blanton tract and said west line of said Sunbelt Cement, Inc. tract the following four calls: South 41 degrees, 37 minutes, 07 seconds East, a distance of 409.93 feet to a"+"cut in concrete found; South 13 degrees, 00 minutes, 20 seconds East, a distance of 602.05 feet to a 5/8-inch iron rod with "LEN DAVIS RPLS 1625" found; South 00 degrees, 42 minutes, 24 seconds East, at a distance of 486.50 feet passing a 5/8inch iron rod found, and continuing in all, a total distance of 757.46 feet to a 5/8-inch iron rod found; South 48 degrees, 54 minutes, 31 seconds West, a distance of 722.08 feet to the POINT OF BEGINNING; CONTAINING 64.895 acres (2,826,836 square feet) of land, more or less. TRACT 2 (SAVE AND EXCEPT AREA -WELL SITE): DESCRIPTION, of a 4.419 acre (192,500 square feet)tract of land situated in the Richard Vickery Survey, Abstract No. 1591, in the City of Fort Worth,Tarrant County,Texas; said tract being all of the tract conveyed to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D213315934, Deed Records of Tarrant County, Texas; said 4.419 acre (192,500 square feet) tract being more particularly described by metes and bounds as follows (bearing system for this survey is based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on observations made on February 7, 2020): COMMENCING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of that tract conveyed to Thomas B. Blanton by Special Warranty Deed recorded in Instrument Number D208415098 of said Deed Records;said point also being the southwest corner of that tract of land conveyed to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records; said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant County, Texas; THENCE, North 00 degrees,42 minutes,42 seconds East,crossing the second referenced Blanton tract, a distance of 630.80 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for the POINT OF BEGINNING at the south corner of first referenced Blanton tract; THENCE, following the perimeter of the first referenced Blanton tract the following four calls: THENCE, North 37 degrees, 44 minutes, 56 seconds West, a distance of 550.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, North 52 degrees, 15 minutes, 04 seconds East, a distance of 350.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, South 37 degrees, 44 minutes, 56 seconds East, a distance of 550.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, South 52 degrees, 15 minutes,04 seconds West, a distance of 350.00 feet to the POINT OF BEGINNING; CONTAINING an area of 4.419 acres (192,500 square feet) of land more or less. NET AREA DESCRIBED: 60.476 acres (2,634,336 square feet) Exhibit "B" OPERATION SITE DRILL SITE 1-MEACHAM PAD—4.42 ACRES IN THE R. LOYD SURVEY,A-986 IN THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS Being a 4.42 acre tract of land in the Richard Vickery Survey Abstract No. 1591, City of Fort Worth, Tarrant County, Texas. Being a portion of a called 656.0526 acres Keystone Equity Partners, LLC. and Keystone Exploration Ltd. Lease dated October 30, 2006. Commencing at a 4" steel fence corner post found in the northeasterly right-of-way line of Angle Avenue for the most southerly corner of a called 656.0526 acres Keystone Equity Partners, LLC. and Keystone Exploration Ltd. Lease dated October 30, 2006, same being the most southerly corner of a called 10 acres tract to Sunbelt Cement Inc., as described in the deed recorded in Volume 11728 Page 2318 Tarrant County Public Records, THENCE North 01 Degrees 23 Minutes 52 Seconds East, 633.32 Feet to the Point of Beginning; THENCE South 37 Degrees 08 Minutes 06 Seconds East, 550.00 Feet; THENCE North 52 Degrees 51 Minutes 54 Seconds East, 350.00 Feet; THENCE North 37 Degrees 08 Minutes 06 Seconds West, 550.00 Feet; THENCE South 52 Degrees 51 Minutes 54 Seconds West, 350.00 Feet to the POINT OF BEGINNING and containing 4.42 Acres of land. Exhibit "C" FORM SPECIAL WARRANTY DEED SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS THAT: COUNTY OF TARRANT § SELAH RESOURCES, LLC (Grantor), a Wyoming limited liability company, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration paid to Grantor by CITY OF FORT WORTH (hereinafter called Grantee), the receipt and sufficiency of which are hereby acknowledged, does hereby GRANT, SELL, CONVEY, ASSIGN and DELIVER to Grantee the real property and any easements appurtenant thereto described in Exhibit A attached hereto and made a part hereof(the "Land"), together with all improvements situated thereon, all fixtures and other property affixed thereto and/or located thereon and all and singular the rights and appurtenances pertaining to the property, privileges, and any right, title and interest of Grantor in and to adjacent streets, alleys and rights of way (herein collectively called the "Property"), subject to the mineral reservation set forth below and encumbrances described in Exhibit B attached hereto and made a part hereof(hereinafter called the "Permitted Encumbrances"). Grantor reserves the oil, gas (inclusive of casinghead gas), and minerals (except as excluded below)and all liquid and/or liquefiable hydrocarbons, and any sulfur produced therewith, as well as helium, carbon dioxide and coalbed methane in, under, and that may be produced from the Land, including all rights under any existing oil, gas and mineral leases and all royalties and/or overriding royalties from such oil, gas and minerals, (collectively the "Reserved Minerals"); provided that: (a) Neither Grantor nor its successors or assigns shall have the right to use the surface of the Property for Reserved Minerals exploration or production, or to conduct any Reserved Minerals exploration or production operations on the surface of the Property without the written consent of Grantee or its assigns. Without limiting the generality of the foregoing, (i)Grantor shall not have any rights of ingress to or egress from the Property or to use the surface of the Property in any manner whatsoever, in conducting exploration, drilling,production or other operations, (ii) Grantor shall not use the surface of the Property for a drill site, the site for production equipment or compressing equipment, (iii) Grantor shall not lay pipelines or gathering lines on the Property, (iv) Grantor shall not build roads on the Property, and (v) Grantor shall not dispose of water on the Property. (b) In no event shall any mining, drilling, exploring, testing, developing or other activities be permitted in any manner to interfere with the surface or subsurface support of any improvements constructed on the Property. (c) The Reserved Minerals do not include, and there is conveyed to Grantee hereby, all of Grantor's interests in all surface and subsurface water rights. (d) The Reserved Minerals also do not include sand, gravel, clay, caliche, building stone and all other substances of whatever kind occurring within 200 feet of the surface of the ground or which must be quarried, strip mined, mined by means of open pit or tunneling, or the removal of which will otherwise result in substantial destruction or depletion of the surface, or the loss of vertical or horizontal support for the surface. Grantor, for itself and its agents, operators, successors and assigns, also reserves access to the Reserved Minerals, such access being described in the Permitted Encumbrances as shown on Exhibit B, as well as the right to access the Reserved Minerals from any other wellsite which is not located on the Property, with wellbores which only traverse the Property at a depth of 1,000 feet or more below the surface of the Property. TO HAVE AND TO HOLD the herein described property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself and its successors to warrant and forever defend all and singular the said premises unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming, or to claim the same, or any part thereof, by, through or under Grantee, but not otherwise; subject, however, to Grantor's reservation of the Minerals and to the Permitted Encumbrances. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS DEED, IT IS UNDERSTOOD AND AGREED THAT THE PROPERTY IS BEING SOLD AND CONVEYED HEREUNDER"AS IS" WITH ANY AND ALL FAULTS AND LATENT AND PATENT DEFECTS WITHOUT ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY BY GRANTOR, EXCEPT AS EXPRESSLY SET FORTH HEREIN. GRANTOR HAS NOT MADE AND DOES NOT HEREBY MAKE AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN GRANTOR'S SPECIAL WARRANTY OF TITLE SET FORTH HEREIN, AND EXPRESS REPRESENTATIONS OF GRANTOR SET FORTH IN THAT CERTAIN PURCHASE AND SALE AGREEMENT HAVING AN EFFECTIVE DATE OF BETWEEN GRANTOR, AS SELLER, AND GRANTEE, AS PURCHASER, FOR THE SALE OF THE PROPERTY). [Signature Page Follows] IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be effective as of this the date of GRANTOR: SELAH RESOURCES, LLC, a Wyoming limited liability company By: Krista Blanton-Gursky, Manager The address of Grantor is: PO Box 4247 Fort Worth,Texas 7164-0247 ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this the date of by Krista Blanton-Gursky, Manager of Selah Resources, LLC, a Wyoming limited liability company, on behalf of said limited liability company. Notary Public, State of Texas Printed/Typed Name of Notary AGREED AND ACCEPTED TO: GRANTEE: CITY OF FORT WORTH, a Texas municipal corporation By: Dana Burghdoff, Assistant City Manager APPROVED AS TO FORM AND LEGALITY By: Leann Guzman, Deputy City Attorney ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this the date of by , Assistant City Manager of the City of Fort Worth, a Texas home rule municipal corporation, on behalf of said City of Fort Worth. Notary Public, State of Texas Printed/Typed Name of Notary NOTICE: This document affects your legal rights. Read it carefully before signing. AFTER RECORDING RETURN TO: CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 200 TEXAS STREET FORT WORTH, TEXAS 76102 Exhibit A Legal Description-_60.476_ Acres TRACT 1 (GROSS AREA): DESCRIPTION, of a 64.895 acres (2,826,836 square feet) tract of land situated in the William Y. Allen Survey, Abstract No. 15, the Rush Lloyd Survey, Abstract No. 986, the Richard Vickery Survey, Abstract No. 1591, and the Illinois&Great Northern Railroad Company Survey, Abstract No. 1954 in the City of Fort Worth, Tarrant County, Texas; said tract being a portion of the tracts conveyed to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D208415098 and Instrument Number D213315934, Deed Records of Tarrant County, Texas; said 64.895 acres (2,826,836 square feet) tract being more particularly described by metes and bounds as follows (bearing system for this survey is based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on observations made on February 7, 2020): BEGINNING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of said first mentioned Blanton tract;said point also being the southwest corner of that tract of land conveyed to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records;said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant County, Texas; THENCE, North 41 degrees, 20 minutes, 59 seconds West, along the west line of first said Blanton tract and said north line of Angle Avenue, a distance of 2038.75 feet to a 5/8-inch iron rod found at the point of curvature of a tangent curve to the left; THENCE, along a curve to the left and continuing with said west line of said Blanton tract and said north right-of-way line, having a central angle of 10 degrees, 27 minutes, 55 seconds, a radius of 1 ,180.00 feet, a chord bearing and distance of North 46 degrees, 34 minutes, 57 seconds West, 215.23 feet, an arc distance of 215.53 feet to 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, departing said west line of said Blanton tract and said north right-of-way line crossing the first said Blanton tract tract the following four calls: North 48 degrees, 38 minutes, 56 seconds East, a distance of 957.59 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; North 86 degrees, 29 minutes, 12 seconds East, a distance of 534.25 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; South 12 degrees, 37 minutes, 46 seconds West, a distance of 208.35 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; South 87 degrees, 20 minutes, 46 seconds East, a distance of 333.07 feet to a 5/8-inch iron rod with "LEN DAVIS RPLS 1625" found at an angle point in the east line of said Blanton tract and the west line of said Sunbelt Cement, Inc. tract; THENCE, with said east line of said Blanton tract and said west line of said Sunbelt Cement, Inc. tract the following four calls: South 41 degrees, 37 minutes, 07 seconds East, a distance of 409.93 feet to a "+" cut in concrete found; South 13 degrees, 00 minutes, 20 seconds East, a distance of 602.05 feet to a 5/8-inch iron rod with "LEN DAVIS RPLS 1625" found; South 00 degrees, 42 minutes, 24 seconds East, at a distance of 486.50 feet passing a 5/8inch iron rod found, and continuing in all, a total distance of 757.46 feet to a 5/8-inch iron rod found; South 48 degrees, 54 minutes, 31 seconds West, a distance of 722.08 feet to the POINT OF BEGINNING; CONTAINING 64.895 acres (2,826,836 square feet) of land, more or less. TRACT 2 (SAVE AND EXCEPT AREA -WELL SITE): DESCRIPTION, of a 4.419 acre (192,500 square feet)tract of land situated in the Richard Vickery Survey, Abstract No. 1591, in the City of Fort Worth,Tarrant County,Texas; said tract being all of the tract conveyed to Thomas B. Blanton by Special Warranty Deeds recorded in Instrument Number D213315934, Deed Records of Tarrant County, Texas; said 4.419 acre (192,500 square feet) tract being more particularly described by metes and bounds as follows (bearing system for this survey is based on the Texas Coordinate System of 1983 (2011 adjustment), North Central Zone 4202, based on observations made on February 7, 2020): COMMENCING, at a 1/2-inch iron rod with "PACHECO KOCH" cap set at the southernmost corner of that tract conveyed to Thomas B. Blanton by Special Warranty Deed recorded in Instrument Number D208415098 of said Deed Records;said point also being the southwest corner of that tract of land conveyed to Sunbelt Cement, Inc. by Special Warranty Deed recorded in Volume 11728, Page 2318 of said Deed Records; said point being in the north right-of-way line of Angle Avenue (a 120-foot right-of-way) and the westernmost southwest corner of Lot 1, Block 1, Limestone Acres Addition, an addition to the City of Fort Worth, Tarrant County, Texas according to the plat recorded in Volume 388-195, Page 18 of the Plat Records of Tarrant County, Texas; THENCE, North 00 degrees, 42 minutes, 42 seconds East, crossing the second referenced Blanton tract, a distance of 630.80 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set for the POINT OF BEGINNING at the south corner of first referenced Blanton tract; THENCE, following the perimeter of the first referenced Blanton tract the following four calls: THENCE, North 37 degrees, 44 minutes, 56 seconds West, a distance of 550.00 feet to a 1/2- inch iron rod with "PACHECO KOCH" cap set; THENCE, North 52 degrees, 15 minutes, 04 seconds East, a distance of 350.00 feet to a 1/2-inch iron rod with "PACHECO KOCH" cap set; THENCE, South 37 degrees, 44 minutes, 56 seconds East, a distance of 550.00 feet to a 1/2- inch iron rod with "PACHECO KOCH" cap set; THENCE, South 52 degrees, 15 minutes, 04 seconds West, a distance of 350.00 feet to the POINT OF BEGINNING; CONTAINING an area of 4.419 acres (192,500 square feet) of land more or less. NET AREA DESCRIBED: 60.476 acres (2,634,336 square feet) Exhibit B Special Warranty Deed Permitted Encumbrances TO BE COMPLETED FROM FINAL TITLE COMMITMENT City of Fort Worth Fort ort Texas Street Worth, Texas Legislation Details File M M&C 20-0548 Version: 1 Name: Type: Land - Report of CM Status: Passed File created: 8/6/2020 In control: CITY COUNCIL On agenda: 8/11/2020 Final action: 8/11/2020 Title: Authorize Acquisition of Fee Simple Interest in Approximately 61 Acres of Land, Known as 3900 Angle Avenue, Tarrant County, Texas, from the Estate of Thomas B. Blanton or Assigns, in the Amount of $6,600,000.00, for a Future Police Substation, Automobile Impoundment Center and Other City Facilities in Northwest Fort Worth, Pay Estimated Closing Costs Up to $40,000.00, and Update the FY2020-2024 Capital Improvement Plan (COUNCIL DISTRICT 2) Sponsors: Indexes: Code sections: Attachments: 1. M&C 20-0548, 2. MC_21 NORTHWEST PATROL DIVISION AND AUTO POUND MAP.pdf, 3. Ordinance 24202-05-2020 M&C 20-0266.pdf Date Ver. Action By Action Result 8/11/2020 1 CITY COUNCIL Approved City of Fort Worth Page 1 of 1 Printed on 9/18/2020 powered by LegistarT"" City of Fort Worth, Texas Mayor and Council Communication DATE: 08/11/20 M&C FILE NUMBER: M&C 20-0548 LOG NAME: 21 NORTHWEST PATROL DIVISION AND AUTO POUND SITE SUBJECT Authorize Acquisition of Fee Simple Interest in Approximately 61 Acres of Land, Known as 3900 Angle Avenue, Tarrant County, Texas, from the Estate of Thomas B. Blanton or Assigns, in the Amount of$6,600,000.00, for a Future Police Substation, Automobile Impoundment Center and Other City Facilities in Northwest Fort Worth, Pay Estimated Closing Costs Up to$40,000.00, and Update the FY2020-2024 Capital Improvement Plan(COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council: 1. Authorize acquisition of fee simple interest in approximately 61 acres of land, being all of a tract of land in R. Vickery Survey, Abstract No. 1591, R. Loyd Survey, Abstract No. 986 and I. &G.R.R. Co. Survey, Abstract No. 1954, also known as 3900 Angle Avenue,Tarrant County, Texas, from the Estate of Thomas B. Blanton or assigns, in the amount of$6,600,000.00 and pay estimated closing costs up to$40,000.00 for a future police substation, automobile impoundment center and other City facilities in Northwest Fort Worth; 2. Authorize the City Manager or his designee to execute a contract of sale and purchase agreement with the Estate of Thomas B. Blanton or assigns in the amount of$6,600,000.00-1 and 3. Authorize the City Manager or his designee to execute, accept, and record the appropriate conveyance and closing documents to complete the transaction. DISCUSSION: The purpose of this Mayor and Council Communication is to seek City Council authorization to purchase land necessary to help support the construction of a new police station, future automobile impoundment center and other City facilities in Northwest Fort Worth. The Property Management Department, in collaboration with the Police Department, has determined the site located at 3900 Angle Avenue, Tarrant County, Texas 76106 will meet the Police Department's operational objectives for the Northwest Patrol Division, and provide sufficient land to develop and construct other City facilities including a future automobile impoundment center. The Police Department will be able to consolidate patrol operations from 2500 N. Houston Street and 4651 N. Main Street once a new facility is constructed at this site. An appraisal of the property was prepared by an independent fee appraiser and a negotiated agreement has been reached with the property owner. This Mayor and Council Communication authorizes the purchase of a total of 61 acres of land, more or less, in the amount of$6,600,000.00 and pay estimated closing costs up to$40,000.00. Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property except for the mineral estate. Property PropertyFSiz7eLegal Property Address/ Amount Ownership Interest Description 3900 Angle Avenue Estate of /R.Vickery Survey, Thomas B. Fee +/-61 Abstract No. 1591, R. Blanton or Simple Acres Loyd Survey, Abstract $6,600,000.00 Assigns No. 986 and I. & G.R.R. Co. Survey, Abstract No. 1954 TotaClosing Estimated $40,000.00 Cl L ]E---:::]E=TOTAL $6,640,000.00 No bond dollars are being utilitized to fund this land acquisition. Funding for design and construction of the Northwest Patrol Division facility will be considered as part of the 2022 Bond Program. Funding for this project was not included in the FY2020-2024 Capital Improvement Plan due to the departments working to secure funding. The action in this M&C will update the FY2020-2024 Capital Improvement Plan. This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budgets, as previously appropriated, of the Tax Note 2020 and CCPD Capital Projects Funds PD Northwest Patrol Division project to support the execution of the contract. Prior to an expenditure being incurred,the Police Department has the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Dana Burghdoff 8018 Originating Business Unit Head: Steve Cooke 5134 Additional Information Contact: Roger Venables 6334 Niels Brown 5166