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Contract 55046
CITY( SECRETAR ts CONTMeT NO. LIQRK ASK:AND SALE AQXBhIEN.'i' THIS PURCHASE AND SALE AGREEMENT (the "Ageem _gnt") is entered into effective as of December __,S' 2020 (the "Effective Date") by and between HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership (hereinafter "Seller") having its principal address at 21860 Burbank Blvd., Suite 300 South, Woodland. Hills, CA 91367, and the CITY OF FORT WORTH, A Texas home rule municipal corporation (hereinafter "Purchaser"), whose address is 200 Texas Street, Fort Worth, TX 76102. RECITALS: WHEREAS, Seller is the owner of Property (described below) consisting of certain real (immovable) property and improvements commonly known as "100 Energy Way Plaza" consisting of a 20 story office building ('Building") located at 100 Energy Way, Fort Worth, TX 76102 containing approximately 409,977 rentable square feet of space and a multi -level structured parking garage with 816 parking spaces (the " r e"), exterior surface parking areas on the Land (as defined herein), containing 169 spaces in the "SW" Lot and 96 spaces in an area known as the "Visitor Lot'°, together with certain related personal and intangible (movable) property; WHEREAS, effective as of November 30, 2020, Seller and Purchaser executed a Letter of Intent (the "LOr ), pursuant to which they expressed a mutual, non -binding intent for Seller to sell to Purchaser and for Purchaser to acquire the Property upon certain business terms set forth therein, as well as Seller's agreement to give Purchaser prompt access to the Property to begin its inspections of the Property and to deliver certain due diligence documents to Purchaser, and. Purchaser's agreement to deliver a $95,000 deposit of "Earnest Money" to the Title Company (identified below) within 5 days after the date thereof, and to order an appraisal of the Property within 3 business days after the date of the LOI; WHEREAS, in furtherance of the foregoing provisions of the LOI, Seller has delivered (or made available for inspection by Purchaser through an electronic data room) certain due diligence documents and Seller has also delivered, for Purchaser's review and execution, a form of Access and Due Diligence Agreement ("&cess_Agreement") giving Seller access to the Property to commence its inspections and investigations thereof; WHEREAS, in furtherance of the provisions of the LOI, on November 30, 2020, Purchaser ordered an Appraisal of the Property and has made a $95,000 deposit of the Earnest Money (the "Initial Deposit') with the Title Company; and V4WREAS, Seller and Purchaser wish to enter into this Agreement to provide for the sale and purchase of the Property in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual benefits to be received by each of the parties hereunder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. THE PROPERTY. 1.1 Description: Subject to the terms and conditions of this Agreement, and for the consideration herein set forth, Seller agrees to sell and transfer, and Purchaser agrees to purchase 100 Energy Way, Fort Worth. TX — Purchase and Salo Agreement Page l E +6 9TY SECR Ft WORTHD and acquire, all of Seller's right, title, and interest in and to the following (collectively, the `°Fro a "): 1.1.1 Certain land, consisting of approximately 11.9 acres, located at 100 Energy Way, Fort Worth, Tarrant County, Texas, more specifically described on Schedule 1.1.1 attached hereto (the "Land"); 1.1.2 The Building, Garage, Visitor Lot and all other building(s), structures, parking areas, access ways, landscaping and other improvements, and fixtures now situated on the Land (collectively, the "Improvements") (the Land and Improvements are hereinafter sometimes referred to as the "Real Property'); 1.1.3 All furniture, furnishings, personal property, machinery, apparatus, fixtures, equipment and other tangible personal property owned by the Seller currently used in the operation, repair, and maintenance of the Land and the Improvements and situated thereon, excluding, however, (i) tangible personal property and fixtures of the Improvements which are owned by third persons, including tenants, utilities and the Property's management company and (ii) computers and software (other than computer hardware and software used to run building mechanical systems which shall be included) used in the Property management office owned by Seller, all of which is listed on the attached Schedule L-1.3 (collectively, the "I?ersonal. i'ronerty"). The Personal Property to be conveyed is subject to depletions, replacements, and additions in the ordinary course of Seller's business; 1.1.4 All rights of way or use, licenses, tenements, easements, servitudes, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any; 1.1.5 All assignable service, maintenance, supply, or other contracts or equipment leases entered into by Seller relating to the operation of the Property in effect on the date of this Agreement (a list of which are identified on the Schedule of Contracts attached hereto as Schedule I..), and any new assignable contracts or equipment leases entered into pursuant to Section 4.4 in effect as of Closing (being referred to herein, collectively, as the "Co tracts"), but excluding (i) any property management and leasing brokerage agreements regarding the Land and/or Improvements (which shall be terminated pursuant to Section_3.7 hereof), and (ii) any Contracts which Purchaser has not elected to assume; 1.1.6 All written leases, tenancies, licenses and other rights of occupancy or use of or for any portion of the Real Property (including all amendments, renewals and extensions thereof permitted pursuant to this Agreement) together with all guaranties, including without limitation the Leases in effect with respect to the Tenants set forth on the Rent Roll (as defined below) on Schedule S.S attached hereto (all of the foregoing, are the " -es"); and 1.1.7 Assignable warranties and guaranties issued in connection with the Improvements or the Personal Property which remain in effect as of Closing, to the extent the same may be lawfully assigned by Seller without any warranty cost or expense to Seller; all transferable consents, authorizations, agreements, variances or waivers, licenses, permits, and approvals from any governmental or quasi -govern rental agency, department, board, commission, bureau, or other entity or instrumentality in respect of the Real Property or Improvements which remain valid or in 100 &aergy Way. Port Warth, TX — Purchase and Sale Agreement Page 2 effect as of Closing, to the extent the same may be lawfully assigned by Seller without any warranty, cost or expense to Seller (all of the fotegoing is hereinafter sometimes referred to as the "InIpngible Property"). 1.2 A,reement to Convey. Subject to the terms and conditions of this Agreement and to Lender Approval (defined .below), on the Closing Date, Seller agrees to convey, and Purchaser agrees to accept and purchase, all of the following, (a) title to the Real Property by the Deed (as hereinafter defined), with warranty limited as. to Seller's own acts and deeds during the course of its ownership of the Real Property, in "as is, where is" condition as more fully described herein, free and clear of all monetary liens or encumbrances, but subject, in all respects, to Permitted Matters (as hereinafter defined); (b) title to the Personal Property, by Bill of Sale (as hereinafter defiled), with warranty as to Seller's ownership of such Personal Property and that there exist no liens against such Personal Property that will survive Closing, but without warranty as to the condition of the same, except as provided herein, and (c) an assigmnent of the Surviving Contracts (defined below), Leases and intangible Property by Assignment of Contracts and Intangible Property (as hereinafter defined) without warranty other than that there have been no prior assignments thereof or liens filed against any Intangible Property or with respect to the Surviving Contracts or Leases that will survive the Closing. 1.3 Lender Approval. Notwithstanding anything herein to the contrary, Purchaser hereby acknowledges and agrees that the Seller's execution of this Agreement, its representations and warranties under this Agreement, Seller's willingness and agreement to convey the property, transfer and assign any of its interests in the Property, and to consummate the transactions contemplated under this Agreement, are expressly subject to and contingent upon (a) the written approval of its Lender, in such lender's sole discretion, and (b) the Seller's approval, in its sole discretion, of any terms, conditions or requirements required for the approval of its Lender, provided that Seller shall make good faith efforts to negotiate an approval by the Lender that is acceptable to Seller (the fulfillment of the provisions of this Section 1.3.1, shall hereinafter constitute " Llend.Approval"). 1.3.1 Lender Approval shall be received by Seller during the Due Diligence Period, and Seller shall provide to Purchaser either (i) a copy of the written approval of its Lender or (ii) evidence, satisfactory to Purchaser in Purchaser's sole discretion, of the Lender Approval (the fulfillment of the provisions of this Section 1.3.2 shall hereinafter constitute "Evidoce of Lender A,pproval'�. 1.3.2 In the event Lender Approval is not received during the Due Diligence Period and Seller is continuing to negotiate in good faith with Lender for the Lender Approval, then, at Purchaser's sole discretion, the Due Diligence Period shall be extended to the date of receipt by Purchaser of Evidence of Lender Approval, with the Closing Date also extended to a dates that is thirty (30) days after the Purchaser's receipt of Evidence of Lender Approval; provided, however, that in no event shall the Due Diligence Period extend beyond March 31, 2021. 1.3.3 Notwithstanding anything herein to the contrary, in the event the Lender Approval is amended or revoked prior to Closing such that Closing cannot or will not occur, Purchaser shall receive a return of the Deposit. 100 Snergq Way, Fort Worth, TX — Purchase and Sale Agreement rage 3 1.4 Ity Council & roval. Notwithstanding anything herein to the contrary, Seller hereby acknowledges and agrees that the Purchaser's execution of this Agreement, its representations and warranties under this Agreement, Purchaser's willingness and agreement to purchase the Property, and to consummate the transactions contemplated under this Agreement, are expressly subject to and contingent upon the approval of the Fort Worth City Council in a public meeting ("City. Council Approval"). City Council Approval shall occur within the Due Diligence period. �. PURCHASE PRICE AND DEPOSIT. 2.1 )PURCRASE PRICE. The purchase price ("Purchase. Price") to be paid by Purchaser to Seiler for the Property is equal to Sixty Mine Million Five Hundred Thousand and 00/100 Dollars ($69,500,000). The Purchase Price, as increased or decreased by prorations and adjustments as provided herein, shall be payable by purchaser, in full, at Closing in cash by wire transfer of immediately available federal funds to a bank account or accounts designated by Seller in writing to Purchaser prior to the Closing. 2.2 DEPOSITS. If Purchaser fails to give Seller and the Title Company written notice of its termination of this Agreement on or prior to the last day of the Due Diligence Period as provided under Section 3.6, below, then within one (1) business day after the last day of the Due Diligence Period, Purchaser will make an additional deposit on or before the last day of the Due Diligence Period, Purchaser shall deliver an additional deposit of Earnest Money in the amount of Five Million and 00/100 dollars ($5,000,000) (the "Additirnal Deposit") with Rattikin Title Company, 201 Main Street, Suite 800, Fort Worth, TX 76103, Attention: Mac Miles, mmiles@rattikintitle.com ("Title Company"), as agent for Chicago National Title Insurance Company ("Underwriter"} to be held in escrow by the Title Company in accordance with terms of this Agreement (the "Escrow"). The Initial Deposit and the Additional Deposit (hereinafter interchangeably and collectively, called the "Deposit"). The Title Company shall retain possession of the Deposit until. delivery or return thereof is permitted or required under this Agreement. The Deposit shall be deposited .in; an interest -bearing account with the interest thereon to be earned by Purchaser and disbursed in accordance with the provisions hereof. The interest earned on the Deposit shall .not be considered a pant of the Deposit and shall be paid to Purchaser as it directs. If the purchase and sale transaction coatetnplated herein closes pursuant to this Agreement, the Deposit (and all interest earned thereon) -shall be credited against the Purchase Price (as defined below) at Closing (as defined below). 2.3 The Deposit shall be held in trust by Title Company in the name of Purchaser in accordance with the terms of this Agreement. All interest, if any, accruing on the Deposit shall become part of the Deposit and shall be distributed as part of the Deposit in accordance with the terms of this Agreement. 2A If Closing occurs in accordance with this Agreement, the Deposit shall be applied as a credit against the Purchase Price. If any dispute arises under this Agreement with respect to the disposition of any of the Deposit or the entitlement of any party to the Deposit or the obligations of Title Company with respect thereto, Title Company shall not be required to determine the resolution of any such dispute and shall not be obligated to make any delivery of the Deposit; but in such event, Title Company shall bring an appropriate action or proceeding for leave to deposit said monies in the registry of the appropriate court situated in Fort North, Texas pending resolution 100 Energy Way, FOR Worth, TX — Purchase and Sale Agreement Page 4 Of such dispute. The title Company shall not be responsible hereunder for any acts or omissiorus unless willUly done or done in a grossly negligent manner, and Seller and Purchaser hereby jointly agree to indemnify and hold Tine Company harmless from and against any and all -loss, costs or damages to any third party arising out of the performance of the Title Company's obligations under this Agreement of in connection herewith to any third. party (except such loss, costs or damages as shall result from the gross negligence or misconduct of Title Company and only to the extent permitted by Texas law and without. waiving the Purchaser's sovereign immunity). 2.5. Escrow Agent shall hold and dispose of the Deposit in accordance with the terms of this Agreement. Seller and Purchaser agree that the duties of the Escrow Agent hereunder are purely ministerial in nature and shall be expressly limited to the safekeeping and disposition of the Deposit in accordance with this Agreement, Escrow Agent shall incur no liability in connection with the safekeeping or disposition of the.Deposit for -any reason other than EscrowAgent's willful misconduct or gross negligence: In the event that .Escrow Agent shall be in doubt as to its duties or obligations with regard to the Deposit, or in the event that Escrow Agent receives conflicting instructions .from. Purchaser and Seller with respect to the Deposit, Escrow Agent shall not be required to disburse the Deposit and may; .at its option, continue to hold the Deposit until both Purchaser and Seller agree as,to its disposition, or until a final judgment is entered by a court of competent jurisdiction directing its disposition. The Purchaser and Seller shall indemnify and hold the Escrow Agent harmless from and against any claims, losses, liabilities or expenses in connection with the laws of the state in which the Property is located but only to the extent permitted by Texas law and without waiving the Purchaser's sovereign immunity. 3. INSPECTIONS, APPROVALS AND OTHER AGREEMENTS. 3.1 Inspections, Unless otherwise extended as provided herein or by mutual agreement of the parties, Purchaser shall have until 5:00 pni-(C.T.) on January 1, 2021 (the L Pgg Diligence Period"), subject to Section 1.3.3, to conduct the inspections and studies described in this ection . 3.2 ccess to the Propertyd IndeWifigggo by P h er Pursuant to the terms of an Access and Due D ligence.Agmement .among the Parties, executed November 30, 2020 (the "Access. Agreement"), Seller has granted Purchaser and Purchaser's employees,, officers, partners, agents, attorneys, accountants, engineers, contractors and enrrironmlental consultants,current and prospective architects, lenders, insurers, investors and consultants, potential equity partners and potential lenders(`°urchaser's;Re�resenctatives') access to the Real Property for the purpose of conducting such physical .and environmental inspections and to assist Purchaser in evaluating the Real Property (collectively, the' Inspections") as Purchaser shall deem necessary to determine the feasibility of the Real Property for Purchaser's intended use. Upon the execution of this Agreement by the Parties, the Access Agreement will terminate, and.the provisions of this Sggtiqn. 3 shall govern the Inspections. 3.2.1 Before Purchaser's Representatives enter the Land and Improvements to perfornx Inspections, Purchaser shall give Seller reasonable advance written notice (which shall not be less than. twenty-four (24) hours prior to the date of such Inspections) and Seller shall have the opportunity to have a .representative of Seller present during all such Inspections. All Inspections shall be subject to the rights of tenants of the Real Property and shall be coordinated 100 Energy Way, Fort Worth, TX — Purchase and Sale Agreement page 6 through Seller's Designated Employee (described below). Such Inspections will include the right to meet with and conduct interviews with tenants having premises in the Improvements and with the on -site property manager, which .such interviews may be in person, by phone or by virtual conference, provided. that (i) Purchaser gives Seller two (2) business days' prior written notice of its intention to do so (which notice shall be sent via electronic mail to. jingMM@hertzgmm.com hertz u .com and mmor an ou .t:otn and (ii) Seller shall -have the right to have a representative present during any such meetings or interviews (other than with regard to such Inspections that would be available to the general public). Purchaser covenants that it small use its commercially reasonable efforts to minimize interference with Seller's and any tenants' use and occupancy of the Building during any such -meetings or during any Inspections. Purchaser covenants that Purchaser will not conduct any physically invasive testing or any testing involving sampling of, on, or under the Land or Improvements without first obtaining Seller's written consent, which may be withheld in Seller's sole discretion; and, Purchaser shall provide Seller with a reasonably detailed testing plan outlining the tests Purchaser intends to perform, 3.2.2 Upon Purchaser's completion of Purchaser Investigations, Purchaser shall, at its own expense, promptly fill and compact any holes, and otherwisc :restore any damage to the Property related to the Purchaser Investigation and return the Land and Improvements to substantially the same condition and cleanliness existing before entry on the Real Property by Purchaser's Representatives. Neither Purchaser nor any Purchaser Representative shall damage any part of the Property or any personal property owned or held by any tenant or third party. 3.2.3 Neither Purchaser nor any of Purchaser's Representatives shalt contact any governmental official or representative regarding the Property without first providing Seller with (i) two (2) business days' prior written notice of'the, intended contact (which notice shall be allowed to be sent viaelectronic mail to the following addresses for approval by Seller: g amc,lZertzgxoup.Qm, and (H) itapproved by Seller, a reasonable opportunity to participate in any applicable discussions -or meetings with such governmental officials or representatives. If Seller does not approve Purchaser's.request to contact any governmental official or representative regarding the Property, Purchaser may waive its request to contact such official or representative and proceed to Closing, or terminate this Agreement in which case the ".Deposit shall be promptly returned to Purchaser and the parties shall have no further rights or obligations hereunder. Notwithstanding anything herein to the contrary and with'the acknowledgement that Purchaser is a governmental entity with governmental officials and representatives who have frequent contact and conversation with governmental officials and representatives from other governmental entities, this Section 3.2.3 does not.prahibit Purchaser not any of Purchaser's Representatives from incidental mentions of the Property in the course and scope of normal; informal conversations with other government officials or representatives. 3.2.4 Purchaser agrees to promptly pay when due all costs and fees associated with Purchaser Investigations and not to cause, permit or suffer or conduct any Purchaser Inspections that give rise to any lien or encumbrance to be asserted against the Property. If any such lien shall at any time be filed, Purchaser shall, at its sole expense, cause the same to be discharged and it shall be discharged of record within ten (10) days after knowledge by Purchaser thereof by satisfying the same. Failure by Purchaser to discharge such lien within said ten (10) clay period shall be a material breach of this Agreement and shall. entitle Seller, at its option, to I GO Energy Way, Fort Worth, TX - Purchase and Sete Agreement rage 6 immediately terminate this Agreement, without prejudice to Seller's indemnification rights provided below. 12.5 To the extent permitted by Texas law and without waiving its sovereign immunity, Purchaser shall indemnify, defend and hold Seller, its shareholders, members, partners, beneficiaries, officers, directors and agents (collectively, "Indet�zt.ified Part esI harmless from any all losses, costs, liens, claims, causes of action, liability, damages, expenses and liability, including Treasonable attorneys' fees and costs, which an Indemnified Party may incur as a. result of (a) any act or omission of Purchaser or Purchaser's Representatives alising in connection with any Inspections or entry on rthe Reai Property, (b) any Inspections or investigatirns conducted by Purchaser and/or any Purchaser Representative or (c) the failure of Purchaser to repair any damage to the Property or restore any such Property in accordance with this _Sectionn 3.2� except to the extent that the claim is caused. by the gross negligence or willful misconduct of an Indemnified Party. The foregoing shall survive termination of this Agreement or the Closing for a period of one (1) year, as applicable. However, nothing contained in this Agreement shall ever be construed so as to require Purchaser to assess, levy and collect any tax to fund its indemnification obligations under this Agreement. Article M Section S of the Texas Constitution provides that a city is prohibited from creating a debt uniess,the city levies and collects a sufficient tax to pay the interest on the debt and provides a sinking end. The City of Port North has not and will not create a sinking fund or collect any tax topay any obligation created under this section. 3.2.6 All Purchaser Inspections shall be conducted during the normal business hours of the Property, unless Seller otherwise approves in writing and upon appropriate notice to tenants as permitted or required under any leases. Purchaser shall deliver to Seller's designated. representative, Jim Ingram, a written requestfor approval to enter the Property at least twenty four (24) hours prior to. the intended date of entry (other than with regard to such inspections that would be available to the general public). Each such request shall specify the intended date of entry and shall provide a detailed description of the proposed Purchaser Inspections, including, without limitation, a list. of Purchaser R.opreseatatives who will be performing the proposed Purchaser Investigation, a copy, ifapplieable, of the Purchaser's testing plan as described in Section 2(c) and such other information as Seller reasonably requests in connection with such proposed Purchaser Inspection. 3.2.7 Neither Purchaser nor any Purchaser Representatives shall conduct any on - site Purchaser Inspections or testing of the Property until after receiving approval from Seller's designated representative to the extent that such approval is required hereunder in accordance with the procedure above. Seller's failure to respond to any request for approval or notice of inspection within the required notice period shall be deemed approval. Purchaser and each of Purchaser's Representatives conducting arty Inspections shall maintain workers' compensation insurance in accordance with applicable law, and Purchaser, or any ofPurchaser's Representatives conducting any Inspections, shall maintain (a) commercial general liability insurance with limits of at least Three Million Dollars ($3,000,000.) for bodily or personal injury or death, (b) property damage insurance in the amount of at least One -Million Dollars ($1,000,000), per occurrence, and (c) contractual liability insurance. Each such insurance policy, required of Purchaser, shall be written by a reputable insurance company having a rating of at least "AN11" by Best's Rating Guide (or a comparable rating by a successor rating service), and shall name Seller, Lender and Hertz Investment Group, LLC as additional insureds. Purchaser is a governmental entity under ] M Energy Way, Fort Worth, TX — Purchase and Sale Agreement Page 7 the laws of the State of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. Seller agrees that Purchaser shall be allowed to retain (self -insure) in whole or in part any insurance obligation required under this Agreement. If Purchaser elects to retain (self -insure) in whole or in part any insurance required by this Agreement, Purchaser agrees that it will maintain the same coverage that would be been required by this Agreement. A letter certifying Purchaser's self -insured status is attached to this Agreement. 3.3 Inspection of DocWents. Seller has made available to Purchaser or its representative, for inspection. the Property information materials relating to the Land and Improvements set forth on Schedule 4.3 attached hereto ("Property_ Documents"), to the extent such Property Documents are within Seller's possession or control.. As part of the Property Documents, Seller has delivered the most recent owner's policy of title insurance in its possession to the Purchaser (the "Existing Policy), the most recent survey of the Land and improvements {"Existing Survey") and the most recent Phase I and/or Phase II (if applicable) environmental site assessment of the Land and Improvements (the "Existing_E '). 3.3.1 Purchaser agrees that this Agreement along with the Property Documents and other information gathered in connection with this Agreement, discovered on the Property, disclosed by Purchaser's Inspections, or fimilshed or disclosed to Purchaser by Seller or its representatives that is not generally known to the public (the "Confidential Inforrriatiou") shall be considered Confidential Information. Purchaser shall keep all such information confidential in accordance with this section, and agrees that all such Confidential Information shall be used by Purchaser and Purchaser's Representatives solely for the purpose of Purchaser's evaluation of the Property and to assist Purchaser in evaluating the Real Property as Purchaser shall deem necessary to determine the feasibility of the Real Property for Purchaser's intended use. Without the prior written consent of Seller, which shall be given or withheld in Seller's sole discretion, or as permitted herein, neither Purchaser nor any Purchaser Representatives shall reveal, disclose, disseminate, publish or communicate any Confidential Information to any persons, parties or entities other than to Purchaser's partners, employees, consultants, attorneys, engineers, licensees, prospective investors, and lenders who are responsible for determining the feasibility of Purchaser's acquisition of the Property and who have been informed of the confidential nature of such information as required hereby (collectively, `°Pkrnii Outside Parties'). Purchaser shall ensure that all Permitted Outside Parties (and any other person for whom Purchaser has responsibility hereunder) comply with the provisions of this Sgetign 3 3. Purchaser shall not divulge the contents of the Property Documents or other Confidential Information except in connection with a court order or other legal process, including under the Texas Public Information Act, and shall otherwise act in strict accordance with the confidentiality standards set forth in this Section 3.3. In permitting Purchaser and Permitted Outside Parties to review Property Documents or any other Confidential Information, Seller has not waived and does not waive any privilege or claim of confidentiality with respect thereto, and no third party benefits or relationships of any kind, either express or implied, have been offered, intended or created. 3.3.2 The provisions of this Section 3.3 shall survive the termination of this Agreement. Other than research of public records and databases (i.e., requests for a zoning confirmation letter, requests for information related to property taxes, municipal lien search, open permit search, and any similar requests or reports), neither Purchaser nor any Purchaser 100 Energy Way. Fort Worth, TX — Purchase and Sale Agreement Page 8 Representative shall communicate with any .governmental or regulatory agencies or their individual employees concerning the Property,. without the prior written consent of Seller, subject to the provisions of Section 3.2.3. Purchaser shall also promptly notify Seller in writing of requests for confidential information from apy third party or regulatory agency. "Confidential Information" shall not include any information that, (a) is or becomes generally available to the public other than as a result of Purchaser's or.Permitted Outside Parties' material breach of this Agreement; (b) is obtained by Purchaser or Permitted Outside Parties' on a non-eonfdential basis from a third party that, to Purchaser's knowledge, was not legally or contractually restricted from disclosing such information; (c) was in Purchaser's or'Permitted Outside Parties' possession prior to Seller's disclosure hereunder; or (d) was or is independently developed by Purchaser or Permitted Outside Parties without relying on any Confidential Information. If this Agreement terminates prior to Closing, Purchaser shall return originals and any copies of any Property Documents and any other information delivered by Seller to Purchaser or any Purchaser Representatives to Seller, or at the direction of Seller destroy and direct its Purchaser's Representatives to destroy any such Property Documents and other information. 3.3.3 If Purchaser elects to terminate this Agreement prior to the expiration of the Due Diligence Period, or if after such date, Purchaser fails to close on the sale and purchase of the Property for any reason other than a default by Seller, upon request by Seller, and if requested to do so by Seller in: writing, Purchaser will promptly deliver, without representation, warranty or liability, to Seller copies of any and all reports, studies, environmental audits, environmental assessments, or other documents or information prepared by non-affiliated third -parties for Purchaser with respect to the Property, to the extent that Seller reimburses Purchaser for Purchaser's costs incurred in connection therewith, 3.3.4 Vor period of six (6) months after the termination of this, Agreement, Purchaser will not, directly or indirectly, through any representative or otherwise, make offers to, solicit or entertain offers from, negotiate with or in any manner make, encourage, discuss, accept, or consider any proposal of, any other person relating to the acquisition of the Real Property, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise. Purchaser shall immediately notify Seller regarding any contact between Purchaser or its representatives and any other person regarding any.such offer or proposal or any related inquiry. If Purchaser breaches this Section 3.3 or Purchaser or any affiliate of Purchaser signs a letter of intent or other agreement relating to the acquisition of the Real Property, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise and such transaction is ultimately consummated, then, immediately upon the closing of such transaction Seller will be entitled to all other rights and remedies provided by law or in equity in connection therewith, including the right to seek a mandatory or prohibitory injunction or other equitable relief against Purchaser to prevent or enjoin the consummation of any such transaction. 3.4 itl En ' e 1. " i ggee. Prior to the Effective Date of this Agreement, Seller has provided Purchaser with electronic access to Property Documents, including the Existing Title Policy, Existing Survey and Existing ESA. Within five (5) days after the Effective Date., Seller shall have ordered: (i) a current ALTA title insurance commitment (the "Commitment") prepared by the Title Agent and undorwrltten by the Title Company, proposing to insure good title to the Property in lhe,name of Purchaser and in the amount of the Purchase Price, (ii) at its option, Purchaser shall have ordered an AITA survey of the Property prepared by a 100 Energy Way. Fort Worth, TX - Purchase and Sale Agreement Page 9 surveyor satisfactory to the Purchaser (the "SUM)e j or a recertification of the txistingSurvey, and (iii) at its option, a Phase I Environmental. Site Assessment of the Property (the " s ssment,,) or an update of the Seller's Existing ESA. Within. five (5) business days following Purchaser's receipt of the Commitment and electronic copies of all documents referenced on Schedule B of the Commitment, and within five (5) days following Purchaser's receipt of the Assessment, if and as applicable, Purchaser shall give Seller a written statement (an "Objection,Notirse") of any material, adverse matters disclosed by the Commitment, Survey or Assessment, as applicable, that were not .reflected on the .Existing Policy or Existing Survey or Seller's Existing ESA to which Purchaser objects (any such matters sre. ` b' ti n"). Any such matters reflected on the Commitment, Survey or Assessment to which the Purchaser does .not object and all matters reflected on the Existing Survey, the Existing Policy or Seller's Existing ESA shall be deemed to be "Permitted �Ma�tte "(further defined below). Seller shall have five (5) business days following receipt of an Objection Notice by Purchaser, to notify Purchaser whether Seller will undertake efforts to satisfy, remove or cure any of the objections (" S et' 'e e o se' ,provided, however, alI mortgage or other secured indebtedness and monetary -liens shown on the Existing Title Policy or arising as a result of Seller's own acts and deeds (" onetarv,l..iens') will not be deemed to be permitted matters, and Seller Shall be permitted to satisfy Monetary Liens against the Property out of the proceeds of the sale at time of Closing; and, if Seller fails to discharge any Monetary Liens as of Closing, Purchaser -nay, in its sole discretion, choose to either: (A) terminate this Agreement and receive a return of the Deposit, or (B) proceed to Closing and satisfy any; then -outstanding Monetary Liens from -the proceeds payable to Seller at Closing. If Seller fails to send Seller's Objection Response then Seller will be deemed to have elected not to undertake any efforts to satisfy the Objections. Seller shall have until the close of business on the business day immediately preceding the Closing Date to cure or satisfy any such Objections) it has agreed to cure (such period and any extensions of the same is the "t�a-live Period I to the reasonable satisfaction of the Purchaser and the Title Company, in the case of Objections with respect to the Commitment or the Survey, and to the reasonable satisfaction of the Purchase- and its environmental consultant in the case of Objections to the Assessment. If Seller is unable or unwilling to satisfy any Objection(s) (other than Monetary Liens, which may be discharged. at i Closing as provided above) within the Curative Period, at Purchaser's option the Purchaser may either: (i) terminate this Agreement and receive a return of the Deposit, or (H) waive the uncured Objection(s) and proceed to the Closing, in which case, the Purchaser shall acquire the Property subject to any uncured or unsatisfied Objection(s), and any such Objections shall become Permitted Matters. If the Purchaser does not order the Survey or Assessment, as applicable, or if the Purchaser does not notify the Seller of any Objections to matters shown on any of said reports or survey on or before the last day of the Due Diligence Period, then any matters that might have been reflected on the Commitment, Survey or Assessment had such report or survey been obtained, or any matter that was disclosed thereon that the Purchaser did not identify as Objection(s), as applicable, shall be deemed to be waived and shall become Permitted Matters. If, after the Due Diligence Period, but before Closing, any new exceptions to tittle are identified by the Title Company to which Purchaser has an objection (which were not disclosed by the latest update of the Commitment or the Survey received by Purchaser prior to the expiration of the Due Diligence Period and which were not otherwise specifically included in the definition ofthe Permitted Matters in Section 3.5 below) (a "Neer Matter"), and if Seller is unable or unwilling to cause the Title Company to reissue a Con unitment deleting such New Matter, or otherwise, to remove or cure such exceptions to Purchaser's reasonable satisfaction 100 Energy Way, Fort Worth, Tx —Purchase and Sale Agreement Page 10 prior to the Closing Date Purchaser shall have the right to terminate this Agreement and receive a return of the Deposit. 3.5 Permijkd Matters. In addition to Permitted Matters referenced in Section 3.4, above, Purchaser shall accept title to the. Real Property on the Closing Date, subject to the following exceptions (all of which shall also be "Permitted Matters"): 3.5.1 The lien of non -delinquent taxes, assessments and other usual and customary charges assessed against the owners of real property in Texas. 3.5.2 All building and zoning laws, codes and regulations, special exceptions, conditions, site plan approvals, and other similar matters, if any, relating to the zoning of the same; and 3.5.3 Rights of all tenants in possession of their premises under written Leases. 3.6 P hMK'§ Acco@M 9K Reject' a io of ghg lure Diligence eriod. On or before the expiration of the Due Diligence Period, if Purchaser, after conducting its Inspections, as described in this Section for any reason or for no reason, desires not to purchase the Property, Purchaser will give Seller and the Title Company written notice of its termination of this Agreement. If the Due Diligence Period expires without a notice of termination being timely received by Seller, then Purchaser will be deemed to have approved and accepted the Property and to have agreed to complete the transaction contemplated by this Agreement, subject only to the provisions of Section 9 and See. ions 10.1. 1U and 11 a.4 hereof If Purchaser gives Seller a notice of termination on or before the expiration of the Due Diligence Period then this Agreement will automatically terminate, the Deposit shall be promptly returned to the Purchaser, and thereupon Purchaser will return or destroy all copies of the Property Documents at Seller's instruction and neither party will have any further obligation or liability to the other party hereunder, except as otherwise expressly provided herein. 3.7 C acts: Seller shall, at or prior to the Closing; terminate all Contracts to which it is a party, except those Contracts designated by Purchaser, in writing, prior to the expiration of the Due Diligence Period, which Purchaser elects to assume (the "Surviving Contracts")_ if Purchaser fails to timely provide notice specifying those of the Contracts that are Surviving Contracts, Purchaser shall be deemed to have elected to assume all Contracts, and the same shall be Surviving Contracts. Effective as of the Closing Date, Purchaser will assume all of Seller's liabilities and obligations with respect to any Surviving Contracts frtst arising or accruing on or after the Closing Date. Notwithstanding anything herein to the contrary, in no event shall any property management agreements, leasing or brokerage agreements regarding the Land and/or Improvements (including but not limited to, the property management agreement between Seller and Hertz Investment Group, LLC, which Seller represents is the only property management company regarding the Property) be considered Surviving Contracts or be assumed by Purchaser, and the same shall be terminated at Seller's sole cost and expense, effective as of Closing. 3.7.1 Consents to Trgpsfer. During the Due Diligence Period, Seller shall use reasonable efforts to secure an agreement from any third parties to any of the Surviving Contracts who have the right to consent to the transfer of any Surviving Contract consenting to the assignment ofsuch Surviving Contract to the Purchaser on the Closing Date. Any such agreements 100 Energy Way, Fort Worth, TX — Purohoae and Sole Agreement Page 11 may provide that if the transaction ciantemplated by this Agreement is not consummated, the consent granted therein will not be effective.. It is understood that a failure to obtain such consents is not a condition precedent to Purchaser's obligation to.close. If Seller is unable to obtain any such third -party consent Purchaser may (i) elect.to terminate this Agreement, and Purchaser shall receive a return of the Depositor (H) continue this Agreement in full force and effect. IfPurchaser continues this Agreement and closes the acquisition of the Property pursuant to this Section 3.7.1, Purchaser will assume all liability which arises as a. result of failing to obtain any 'sueh consent and shall, to the extent permitted by Texas law and without waiving it sovereign immunity, indemnify, defend and hold harmless Seller from. any liability; claims, actions, expenses, or damages incurred by Seller as. a result of such failure. Such indemnity shall survive the Closing. 3.8 Tenant .E to l ertificat s. 3.8.1 Seller shall make commercially reasonable efforts to obtain and deliver to Purchaser, not later than five (5) days prior to the Closing, certificates or statements of leases from all tenants under Leases in substantially the form of Sehedule 4.9 attached hereto or as required or permitted by the relevant Lease(s) and subject to non -material exceptions, qualifications or modifications reasonably acceptable to Purchaser or its lender. As a condition to Purchaser's obligation to purchase the .Property, Seller shall be required to obtain said certificates from all Tenants occupying space in the Improvements (all such required estoppels or statements of leases are collectively, the " ui d Tenant E to 1 ' ; and, each such certificate is a "Required Tenant Es el"). All of such estoppel certificates shall be certified to Purchaser. If Seller is not able to obtain the number of Required. Tenant Estoppels set forth above within the tirneframe above, then Seller may, at its sole election, give written notice to Purchaser at Ieast five days before the scheduled Closing Date, that the. Closing Date will be extended for a period of five (5) days to allow Seller to obtain the. Required Tenant Estoppels. If Seller does not elect to extend the Closing Date and Seller is not able to obtain the number of Required Tenant Estoppels set forth above within the timeframe above, then Purchaser may at any time thereafter and prior to or on the scheduled Closing Date elect (in a written notice directed to Seller and Title Company) to terminate this Agreement, and Purchaser shall receive a return of the Deposit. An estoppel certificate from a Tenant shall nod be deemed to satisfy requirements for a Required Tenant Estoppel or count toward the requirements set forth above if such.certificate: (i) sets forth any information that materially conflicts with information with respect to such Lease set forth on the Rent RoII or with the terms of the Lease relevant thereto, (ii) identifies. any instance in.which the landlord has been notified in writing of an Event of Default under a Lease that has not.been cured during the related cure period; or (iii) is dated earlier than the Effective Date of this Agreement. 4. SELLER'S OBLIGATIONS PRIOR TO CLOSING. Until Closing, Seller and/or Seller's agents or representatives shall. 4.1 Insurance. Keep the Real Property and tangible Personal Property insured, in such amounts currently in force with respect to casualty, liability, hazard insurance, and other insurance, if any. 4.7 Qperation. Maintain the Real Property and tangible Personal Property in substantially the same physical condition as it exists as of the Effective Date, continue to operate and manage the Property and, subject to Section 4.5 hereof, continue leasing activities with respect to the Real Property consistent with its past practices and in the ordinary course of its business, 100 Energy Way, Fort Worth, TX - Purchase and sale Agreement Page 12 and deliver the Property to Purchaser at Closing in substantially the condition existing as of the last day of the Due Diligence Period, normal wear and tear excepted. 4.3 No_ tires. Provide to Purchaser upon the receipt thereof, any and all written notices relating to the Property received by Seller or its agents or representatives from any Tenant, federal, state or local governmental or quasi -governmental instrumentality, insurance company, vendor or other party under any of the Surviving Contracts, or from, any other entity or party, which would result in a. material change in a representation or warranty made by Seller hereunder. Seller shall give Purchaser written notice of any institution of litigation with respect to the Real Property prior to the Closing promptly following Seller's receipt of written .notice thereof. 4.4 New Contmcts. After the Effective Date and prior to Closing, Seller may, without the prior consent of Purchaser, enter into any new Contracts or modifications of any existing Contracts provided that (i) such Contracts are terminable on not more than thirty (30) days' notice, for any reason whatsoever and without the payment of any fees or other considerations .for such termination, (h) Seller provides Purchaser written notice. of such actions and delivers a copy of any such Contracts to Purchaser concurrently with such notice, and (iii) any Surviving Contracts are not materially modified. For the avoidance of doubt, following the expiration of the Due Diligence Period, any such Contract entered into by Seller that is not a Surviving Contract shall be terminated by Seller prior to or as of the Closing Date, and Seller shall indemnify Purchaser from and against any cost or liability arising in connection with such Contract(s). The provisions of this Section 4.4 shall survive Closing. 4.5 Leases. At the CIosing, Seller shall assign all of its rights under any Leases in effect on the Closing Date, and Purchaser shall assume all of the landlord's obligations tinder any Leases that first arise on and after the Closing Date. Seller shall promptly provide Purchaser written notice of any proposed new Lease or Lease modification.. Between the..Effective. Date and the .last day of the.D.ue Diligence Period; .Seller may nit (a) terminate any -existing Leases or materially amend or otherwise modify such Leases or grant a, concession -to any Tenant; (b) consent to the assignment of any existing Leases or subleasing of any of the leased premises or Real Property; or (c) enter into any now Lease of the Real Property or any portion thereof or any proposed amendment, assignment of any existing Lease .(other than pursuant to the terms and conditions set forth in such Lease), without pros 'ding.Purchaser with written notice of the proposed amendment, assignment, new Lease, etc., and securing Purchaser's prior written consent thereto within three (3) business days of notice, which consent shall not be unreasonably withheld, delayed or conditioned. During the Due Diligence Period, if Purchaser does not respond to .Seller as to whether a proposed Lease, amendment, renewal or extension has been approved within three (3) business days after such Lease, amendment, renewal or extension has been provided to Purchaser, then such Lease, amendment, renewal or extension shall be deemed approved by Purchaser. After the expiration of The Due Diligence period, Seller agrees that it will not take any actions set forthIn (a) through (c) above without Purchaser's prior written consent, which may be given or withheld in Purchaser's sole discretion. 4.6 Inert ntionalLy or, aged. 4.7 Encuatlxgwnces. After the Effective Date and,prior to Closing, with the exception of any and all leasing activity related to the continued operation and management of the Property as the same is referenced in Sg4jQn, ,22 and Section 4.5 herein, or as otherwise permitted herein, 100 Energy Way, Fort Worth, TX -Purchase and Sale Agreement Page 13 Seller shall not sell, transfer or otherwise dispose of the Property, or any portion thereof, not enter into any leases, service contracts, trust deeds, mortgag9s, restrictions, encumbrances, liens, licenses or other instruments or agreements affecting the Property (or amendments thereto) without Purchaser's prior written consent,. which Purchaser agrees shall not be unreasonably withheld, conditioned or delayed during the Due Diligence Period, but may be withheld in Purchaser's sole and absolute discretion following the expiration of the Due Diligence Period. 5. REPRESENTATIONS ARID WARRANTIES, 5,1 Bev Seller. Seller represents and warrants to Purchaser, as of the Effective Date and, subject to the limitations and conditions hereinafter specified in this Section S, as of the Closing date, that: 5-IJ Seller is not subject to any involuntary proceeding for dissolution or liquidation, and subject to Lender Approval, Seller has the power, right and authority to enter into And perform all of the obligations required of Seller tinder this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. 5.1,E Subject, to Lender Approval, Seller has taken all requisite action and obtained, or will obtain prior to the Closing, all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder. 5.1.3 This Agreement is, and all agreements, instruments and documents to be executed and delivered by Seiler pursuant to this Agreement shall be duly authorized, executed and delivered by Seller. This Agreement is, and, subject to Lender Approval, all agreements, instruments and documents to be executed and delivered by Seller pursuant to this Agreement shall be valid and legally binding upon Seller and enforceable in accordance with their respective teens. 5.1.4 Subject to Lender Approval, to Seller's knowledge, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, docurnent, instrument or other obligation to which Seller is a party or by which Seller may be bound. 5.1.5 Except as may be referenced in any environmental study or report or any other document obtained by Seller and delivered to Purchaser, to the knowledge of Seller, Seller has not received from any third party (including any federal, state or municipal governmental agency), during Seller's ownership of the Property, any written. notices (i) demanding remediation of Hazardous Substances at, on or under the Land or xtnprovements, (H) claiming violation of any federal, state, county or municipal law, ordinance, order, regulation or -requirement affecting any portion of the Property, (iii) stating that the Seller or the Property is in violation of any environmental Caws or regulations, or (iv) -stating that Seller is or may be potentially responsible for the removal and/or cleanup of any Hazardous Substances at, on or under the some. 5.1.6 Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the fling of any involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller's assets, (iv) suffered the attachment or other judicial seizure of all, or [DO Energy Way, Fort Warth, Tx —Purchase and Sale Agreement Page 14 substantially all, of Seller's assets, , or (v) made an offer of settlement, extension or composition to its creditors generally. 5.1.7 To Seller's knowledge, the Property Documents heretofore or hereafter delivered or otherwise made available for viewing to Purchaser prior to Closing are true, complete and correct copies of such materials in the possession of Seller, including but not limited the Leases listed on the Rena Roll, and the same have not been amended or otherwise modified except as included in the Property Documents. 5.1.8 The RentRoll delivered to Purchaser. (i) is the Rent Roll that Seller is using to analyze the performance of the Property, (ii) is the rent roll provided to Seller's lender in connection with servicing its loan, and (iii) to Seller's knowledge, all information there on is true, correct and complete in all material respects. 5.1,9 The Leases listed on the Rent Roll are in full force and effect; to Seller's knowledge, Seller has fulfilled all of its duties and obligations in connection with the Leases and is not in default in any material respect under any of the terms and provisions of the Leases. To the.knowledge of Seller, no tenant under any Lease is in default in any materialrespect under its Lease and there are no occupants of the .Property except for the Tenants listed on the Rent Roll, and their respective assignees and subtenants, if any. Seller has not received written notice from any Tenant of a default by Seller that has not been timely cured. 5.1-10 Seller is a limited partnership that is duly organized, validly existing and in good standing under the laws of the state of Delaware and Seller is qualified to do business in the jurisdiction in which the Property is located. 5.1.11 To the Knowledge of Seller, no person or entity, other than Purchaser, has any right, agreement, commitment, option, right of first refusal or army other agreement,whether oral or written, with respect to the purchase, assignment or transfer of all or any portion ofthe Real Property. 5.1.12 Seller warrants that it is not a "foreign person" as that term is defined in the lnternat Revenue Code of 1986, as amended and the Regulations promulgated pursuant thereto. 5.1.13 Seller warrants that none of its assets constitutes "plan assets" subject to ERISA or Section 4975 of the Code. 5.1.14 Seller is in compliance with the requirements of Executive Order No. 133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the "Orders"). Further, Seller covenants and agrees to make its policies, procedures and practices regarding compliance with the Orders, if any, available to Purchaser for its review and inspection during normal business hours and upon reasonable prior notice. a. Neither any Seller nor, to the extent of Seller's actual knowledge, any beneficial owner of Seller: (i) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to the Orders and/or on any 100 Energy Way, Fort Worth, TX — Purchase and Sale Agreement Page 15 other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the "Lists"); (ii) is a person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or .(Q is owned or controlled by, or acts for or on behalf of, any person or entity on the Lists or any other person or entity who has been determined by competent authority to be subject to the prohibitions contained in the Orders. b. Seller hereby covenants and agrees that if it obtains actual knowledge that it or any of its beneficial owners becomes listed on the Lists or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Seller shall immediately notify Purchaser in writing, and in such. event, Purchaser shall have the right to terminate this Agreement without penalty or liability to Seller immediately upon delivery of written notice thereof to Seller. In such event the Deposit shall be immediately returned to Purchaser. Notwithstanding anything to the contrary contained herein, the representations and warranties set forth in this Section 5 shall be materially true and correct on the date hereof and on and as of the Closing. Date, and shall survive Closing of this transaction for a period of three (3) months (the " ap and Warrantie§Period '), and Purchaser covenants that no action, or clairn may be brought against Seller by Purchaser or any affiliate of Purcler with respect to a breach of such representations or warranties or any action, suit or other proceedings commenced or pursued, for or in respect of any breach of any kepresentation or warranty made by Seller in this Agreement after the expiration of the Reps and Warranties Period, and unless Purchaser shall have suffered actual out-of-pocket loss or damage in excess of $100,000, in the aggregate, with respect to such breach(s). Purchaser's agreement set forth in the immediately preceding sentence shall survive the Closing until the expiration of the Reps and Warranties Period. To the extent that Purchaser obtains actual knowledge that any of Seller's representations and warranties are inaccurate, untrue or incorrect in any material way prior to the Closing Date, such representations and warranties shall be deemed modified and certified by Seller to reflect such actual knowledge, For purposes hereof, Purchaser shall be deemed to have actual knowledge of all the information set forth in the Property Documents or other written materials delivered or made available on Seller's secure website prior to the date hereof and/or any -materials added to the website earlier than three business days prior to the expiration of the Due Diligence Period so long as Seller has provided written notice to Purchaser (e-mail notification being sufficient) of such additional materials when so added. if to the knowledge of Seller a representation or warranty made herein becomes untrue, inaccurate or incorrect in any material respect after the Effective Date and prior to the Closing Date, there Seller shall provide written notice of the same to Purchaser and Seller shall have the right (but not the obligation) to attempt to cure such misrepresentation or warranty and shall be entitled to a reasonable postponement of the Closing (not to exceed 15 days) in order to do so. if Seller is unable to cure such misrepresentation or warranty to Purchaser's reasonable satisfaction prior to Closing, Purchaser will have the right to (a) terminate this Agreement by giving written notice to Seller, whereupon the Deposit shall be delivered promptly to Purchaser, after which neither party shall have any further rights against the other; or (b) waive its right to terminate this Agreement and recoup its expenses or to seek or exercise any other remedy against Seller as a result of such misrepresentation or warranty and proceed to Closing of 100 Energy Way, Port Worth, TX — Purchase and Sale Agreament Page 16 the purchase of the Property. If such known misrepresentation is not disclosed to Purchaser or if Purchaser is does not have actual knowledge of the same prior to the Closing Date, Purchaser shall have the remedies set forth in Section 10.3, below. 5.2 tuai owle e 1 er. All references in this Agreement to the "knowledge" of Seller or "to Seller's knowledge" shall refer only to the actual knowledge of the Designated Employee (as hereinafter defined) of Seller and shall. not be construed to refer to the knowledge of any other officer, agent or employee of Seller or any affiliate of Seller or to impose upon such Designated. Employee any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. As used herein, the term "Deli rated EMnloyee" shall refer to Michael Morgan or Sarnes Ingram, each an employee who has responsibility for overseeing the management of the Property. 5.3 By Purchaser. Purchaser represents and warrants to Seller as of the Effective }date that: 5.3.1 Purchaser is a Texas home rule municipal corporation that is duly organized, validly existing and in good standing under the laws of the state of Texas and, Purchaser is qualified to do business in the jurisdiction in which the Property is located. 5.3.2 Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder, other than the apprrovat of the Fort Worth {City Council, which shall occur prior to the end of the Due Diligence Period, and no consent of any other party is required for the performance by Purchaser of its obligations hereunder. 5.3.3 This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all agreements, instr=ents and documents to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms, 5.3.4 Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby does now constitute or shall result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Purchaser is a party or by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser or to the Property. 5.3.5 No petition in bankruptcy (voluntary or otherwise), assignment for the benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal or state bankruptcy law is pending against or, to the good faith, actual knowledge of Purchaser, contemplated by Purchaser. 5.3.6 There are no Claims or Litigation pending or, to the best of the Purchaser's knowledge, contemplated or threatened against Purchaser that could affect the Purchaser's ability to perform its obligations when and as required under the terms of this Agreement. 100 Energy Way, rpm Worth. TX — Purchase and Sale Agreement Page 17 5.4 Broker. Seller and Purchaser each represents to the other that it has had no dealings, negotiations, or consultations with any broker, representative, employee, agent or other inteiittediary in connection with the sale of the Property, other than JLL C"Mets Bro er 1). Seller and. Purchaser agree that, to the extent permitted. by Texas law and without waiving Purchaser's sovereign immunity, each will indemnify, defend and hold the other free and harmless from the claims of any broker(s) (other than the Seller's Broker), representative(s), employee(s), agent(s) or other Person claiming to have represented Seller or .Purchaser, respectively, or otherwise to be entitled to compensation in connection with this Agreement or in connection with the sale of the Property. This mutual indemnity shall survive Closing and any termination of this Agreement. 6. CONrDITIONS PRECEDENT TO CLOSING. 6.1 Cnnd bons fir the Renet� .ofPurchaser_ The obligation of Purchaser to consummate, the conveyance ofthe Property hereundet is subject to the lull and complete satisfaction or waiver of each of the following conditions precedent, unless waived in writing.by Purchaser: 6.1.1 The representations and warranties of Seller contained in this Agreement shall be true, complete and accurate in all material respects, on and as of the date of Closing. 6.1.2 Seller shall have obtained and delivered all Required Tenant Estoppels, unless performance thereof is waived by Purchaser. 6.1.3 Seller shall have cured or satisfied any Objections that the Seller has agreed to cure within the Curative Period, or Purchaser shall have waived the same. 6.1A Seller shall have: performed all of its obligations hereunder in all material respects unless performance thereof is waived by Purchaser. 6.2 CM-0iogja for the Elmefitt of Se.I et: The obligation of Seller to consummate the conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of each of the following conditions precedent, unless waived in writing by Seller: 6.2.1 The representations and warranties of Purchaser under this Agreement shall be true, complete and accurate in all material respects, on and as of the date of Closing as if the same were made on and as of such date. 6.2.2 Purchaser shall have paid the Purchase Price and performed all of its obligations hereunder unless performance thereof is waived by Seller. 6.2.3 Seller shall have obtained Lender Approval and the same shall not have been withdrawn, conditioned, revoked or qualified by Lender after the end of the Due Diligence Period. 6.3 Failure of a Condifjgn. In the event any of the conditions set forth in this Section are not fulfilled or waived, the parties shall proceed in accordance with Section 10.1 hereof. 7. CLOSING COSTS AND PRORATIONS. 7.1 Purchaser's Costs. Purchaser wiII pay the following costs of closing this transaction: 100 Energy Way, Fort Wanh, TX— Purohase and Safe Asraamem Page 18 7.1.1 All ondorsenments to the standard Owner's Title Policy (excluding any endorsements thereto obtained by Seller to cure Objections referred to in S eug 3), all costs of removing any so-called "preprinted standard exceptions", as well as all premiums, fees and costs associated with the issuance of mortgagee title insurance policy and any endorsements thereto, if applicable; 7.1.2 All (a) state and county fees for recording a mortgage, deed of trust and any other documents that are requited to be recorded in connection with this transaction, other than the Deed, and (b) one half (1/2) the .cost of escrow fees, settlement fees and other charges of the Title Company due in connection with the closing of this transaction; 7.1.3 The fees and disbursements of Purchaser's counsel and any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing this transaction; 7.1.4 The cost of the Survey and the Assessment, if applicable; and 7.1.5 Any other expenses customarily paid by the purchaser of similar property in Tarrant County, TX or that are agreed to be paid by Purchaser herein. 7.2 Seller's Qosts. Seller will pay the following costs of closing this transaction: 7.2.1 All (a) one half (1/2) the cast of escrow fees, settlement fees and other charges of the Title Company due in connection with the closing of this transaction, (b) the costs and fees for recording the Deed and any;documents that are required to be recorded by Seller to release the Existing Mortgage and any Monetary Liens affecting the heal Property; 7.2.2 The base premium for a standard Owner's Title Insurance Policy insuring the Purchaser in the amount of the Purchase Price, and all expenses for endorsements thereto required to satisfy or cure any Objections or to induce the Title Company to affirmatively insure Purchaser against any loss or damage associated with any uncured Objections); 7.2.3 The fees and disbursements of Seller's counsel; 7.2.4 The cost of the title insurance Commitment including all title examination fees; ' 7.2.5 All transfer taxes, if any, due in connection, with the sale of the Real Property. 7.2.6 The fees of Seller's Broker including those referred to in Section 5.4. above; and 7.2.7 Any other expenses customarily paid by sellers of similar property in Tarrant County, TX or that are agreed to be paid by Seller herein. 7.3 Proratigg. All revenues and expenses, including, but not limited to rents and any other amounts paid by tenants,installment payments .of special assessment Miens, vault charges, sewer charges, utility charges, reimbursement of maintenance and repair expenses and normally prorated operating expenses billed or paid as of the Date of Closingshall be prorated as of 1 L59 100 Energy Way. Fort Worth, TX — Purchase and Salo Agreement Page 19 p.m. C.T_ on the day before the Date of Closing and shall be adjusted against the Purchase Price due at Closing. 7.3.1 he -MA, Current rents, advance recitals (but only to the extent actually received by Seller) and other income' from the Property shall be prorated between Seller and Purchaser at Closing based upon such amounts actually collected by Seller as of the Closing Date. Rent which is unpaid or delinquent as of the Closing Date shall not. be prorated, but such unpaid or delinquent rent collected after the Closing Date shall be delivered as follows: (i) if Seller collects any unpaid or delinquent rent after the Closing Date, Seller shall deliver to Purchaser any such rent relating to the Closing Date and any period thereafter within fifteen (1 5) days after the receipt thereof, and (ii) ifPurchaser collects any unpaid or delinquent rent within thirty (30) days after the Closing Date, Purchaser shall deliver to Seller any such rent relating to the period prior to the Closing Date within thirty (30) days after the receipt thereof: Seller and purchaser also agree that all rent received by Purchaser after the Closing Date, less the cost of collection, if any, shall be applied first to current .rentals, and then to delinquent rentals, if any, in the reverse order of their maturity. For a period of 3 months following the Closing Date, Purchaser will include a statement of the amount of any delinquent rent in its usual monthly invoice to -each Tenant that is delinquent in its payment of rent as of the Closing Date, but Purchaser will not be obligated to institute any lawsuit, incur any expense, or take -any other action to collect delinquent rents. Notwithstanding the foregoing provisions, Seller shall not be required to prorate any amounts collected by Seller after Closing from former tenants of the Property who do not have current Leases in; place, it being understood and agreed that Seller may retain all .amounts that Seller recovers from such former tenants. Seller may pursue collection, without suit (other than with respect to Tenants no longer in occupancy), as to any rent not collected by the Closing Date for up to six (6) months following the Closing Date, provided that Seller shall not seek to terminate any Lease or any Tenant's occupan-,y under any Lease in connection therewith, except with respect to Tenants no longer in occupancy. 7.3.2 1' ou rx ense . Seller and Purchaser agree that Pass Through Expenses (defined below) shall be prorated as of the Closing Date based on actual receipts and expenditures by Seller. As to any Pass Through :Expenses (as hereinafter defined) that (i) have not yet billed to a tenant by Seller, or (ii) which have been billed by Seller but have not yet been collected and such amounts shall not be prorated and upon Purchaser's collection of such Pass Through Expenses from a tenant, Purchaser shall remit to Seller an amount equal to that portion of such Pass Through Expenses which accrued prior to the Closing Date. With respect to any Pass Through Expenses which have not been billed to a tenant as of the Closing Date, Purchaser shall bill each such tenant for the same when due in accordance with such tenant's lease. Within ninety (90) days after the end of the calendar year in which Closing occurs, Purchaser shall prepare a reconciliation of the total amount of Pass Through Expenses accrued for that year and submit the reconciliation to Seller for Seller's reaaunable approval. Once the parties agree upon such reconciliation, each of Seller and Purchaser covenant in favor of the other, that if such party owes any portion of Pass Through &penses to the other party pursuant to such reconciliation, such party shall promptly remit.such funds to the other party to "true uV' the amount due to such party as of the Closing Date. As used in this Section, the phrase "Pms Throueli Ex .uses" means any and all payments or additional rent attributable to supplies, insurance, taxes, common area maintenance and other expenses for supplies or services rendered for the repair, operation, maintenance and upkeep of the Land and improvements, which are paid or prepaid by the Seller to the vendor of any such supplies or services and later passed through to tenants under Leases to reimburse the 100 Energy Way, Fort Worth, TX- Purchase and safe Agreement Page 20 Seller for its payments. Purchaser shall prepare a reconciliation of the total amount of all expenses that are not Pass Through Expenses (hereinafter the "Non-Pagg jhMjj&h Expenses") within thirty (30) days following the date that the actual amounts of such expenses are able to be determined (except for charges that are unable to be determined until calendar year end, in which event such expenses shall be reconciled within ninety (90) days following calendar year end) and submit the reconciliation to Seller for Seller's reasonable approval. Once the parties agree upon such reconciliation, each of Seller and Purchaser covenant in favor of the other, that if such party owes any portion of the Non -Pass Through Expenses to the other party pursuant to such reconciliation, such party shall promptly remit such funds to the other party to "true up" the amount due to such party as of the Closing Date. The provisions of this Section shall survive the Closing. 7.3.3 Utilities. Seller shall close out any accounts with utility companies on or after the Closing and shall have the right to receive any and all deposits held on behalf of Seller by utility companies with respect to the Property. 7.3.4 Tenant Deposits. Not Applicable. Seller is not in possession of any security deposits due to tenants in the Real Property, all of whom were subtenants of Pier One and Seller did not collect or have possession of any of those deposits when Pier One filed for bankruptcy and rejected its Lease with Seller_ To the extent that any such deposits are due to such tenant's Purchaser assumes responsibility to return the same, if and when due. 7.3.5 Tenant Inducement -Ex Seller shall be liable far payment of arty and all brokerage or leasing commissions and similar compensation (hereinafter "Lease Commissions") due with respect to any Leases entered into prior to the Effective Date and with respect to any extension, renewal, expansion, modification or options under such Leases executed by the tenant thereunder prior to the Effective Date; and, Purchaser shall be responsible for payment of all Lease Commissions due (i) due in connection with any extension, renewal, expansion, modification or other options under any existing Leases, executed by the tenant thereunder after the Effective Date; and (ii) due in connection with any Leases entered into after the Effective Date. All tenant improvement costs, tenant allowances, concessions for free rent and any other tenant concessions of any kind (such direct costs, or the amount of base rent that would have been due for any period of "free rent" concession are hereinafter, " nant Inducement Costs ' due in connection with (i) any Leases executed prior to the Effective Date and in connection with any extension, renewal, expansion, modification of, or options under such Leases executed prior to the Effective Date shall be paid by Seller or credited to Purchaser at Closing. Any and all Tenant Inducement Costs associated with any Leases executed after the Effective Date and any extension, renewal, expansion, modification or exercise of options of or under existing Leases executed after the Effective Date shall be paid by Purchaser. All Lease Commissions and Tenant Inducement Costs due with respect to all Leases as of the Effective Date are reflected on Schedule 8.3.5. 7.4 Ongoing Construction Work. Not Applicable. 7.5 I ttentiortality omitted. 7.6 Taxes. Purchaser represents that it is exempt from ad valorem taxation for the Property from, and after the date of Closing. Therefore, ad valorem taxes will not be prorated, and Seller will be responsible for payment of ad valorem taxes assessed against the property for the current year, but only for the period of time prior to the Closing Date, and Seller shall pay for any 100 Energy Way, Fort Worth, Tx — Purchase and Sale Agreement Page 21 taxes and assessments applicable to the Property up:tq the dated 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 the date of Closing. The provisions of this Section 7.5-survive the Closing. 7.7 In -General. Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom or ordinance in the jurisdiction in which the Property is located. 7.8 P =5e arid; Lateit. Except as expressly provided herein, the general purpose and 'intent as to the provisions ofproration and apportionments set forth in this Section 2 and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation of the Property during its period of ownership and shall receive all income therefrom acmiJng through. midnight of the day preceding the Closing and Purchaser shall bear all such expenses and .receive all such income accruing thereafter. S. CLOSING AND ESCROW. 8.1 loin The purchase and sale of the Property shall be consummated at closing (the "Closim") through a closing compliant with Texas Department of Insurance rules and regulations administered by the Title Company on or before February 1, 2021 (the "DatQ. of Closing" or "IZLogin Da subject to Section 1.3.3. Closing shall occur on the Date of Closing through escrow at the offices of the Title Company, or at such other time and place as may be agreed to in writing by Seller and Purchaser. 8.2 seller's Deft riss. Seller shall deliver either at the Closing or by making available at the Property, as appropriate, the following original documents, each executed and, if required, acknowledged: 8.2.1 A Special Warranty Deed (the `deed") in a form. to be agreed upon by Purchaser and Seller, conveying the Real Property subject only to Permitted Matters, with warranty of title to the Real Property in the Deed limited to the acts of the Seller during Its course of ownership of the Real Property and as to claims made by, through or under Seller, but not otherwise; 8.2.2 Originals (to the extent in Seller's possession or on the site of the Real Property) of the Leases and. the Surviving Contracts, (b) an assignment of the Surviving Contracts and intangible Property to Purchaser by way of an assignment and assumption agreement, in the form attached hereto asSch_ ed /9.2 � (the "A. ig ent ofQon w,ots,and Intangible l�ror,erty") conveying to Purchaser Seller's rights, title and interest in and to Surviving Contracts and Intangible Property attributable to the Property; and (c) an assignment of the Leases to Purchaser by way of an assignment and .assumption agreement, in the form attached hereto as Schedule 9. 2 c {the "Assimiment of caws') conveying to Purchaser Seller's rights, title and interest in and to the Leases. 8.2.3 An affidavit pursuant to the Foreign Investment and Real Property Tax Act in the form attached hereto as Sckedyle 9.2.3 (the "FIR.PTA"). 100 Energy Way, Fort Worth, TX — Purchase and Sale Agreement Page 22 8.2.4 Appropriate evidence of Seller's authority and the authority of the person executing any documents at Closing on behalf of Seller, acceptable to the Title Company, to enter into the transactions contemplated by this Agreement. 8.2.5 An "Qwner'S Affidavit" to the Title Company in the form attached hereto as Schedule 9.: S. 8.2.6 A settlement statement to the Title Company (the "Set&ment Statement"), prepared by the Title Company_ 8.2.7 A bill of sale in the form attached hereto as Schedule 9.Z7 (the "We'll of Sale") transferring to Purchaser all of Seller's right, title and interest in the Personal Property and conveying to Purchaser Seller's rights, title and interests in and to the warranties attributable to the Personal Property. 8.2.8 Such other documents, certificates and other instruments as may be reasonably required to consummate the transaction contemplated hereby, provided such documents do not increase Seller's liability hereunder. 81.9 Letters to Tenants of the Property in the form attached hereto as Schedule 12 (the "Tenant Notice L,,eit rs"). 8.2.10 An affidavit of Seller regarding mechanics' and materialrnen's liens, possession of Property, the authority of and power of Seller to complete the transactions provided for herein, and gap coverage in the form attached hereto as Schedule 9 2.1'0 (the "Title Affidavit"). 8.2.11 A Non -Foreign Certificate in form reasonably acceptable to Purchaser. 8.3 Purchaser's Deliveries. At the Closing, Purchaser shall (a) pay Seller the Purchase Price as required by Section 2 hereof, and (b) execute and deliver the following documents: 8,3.1 The Assignment of Leases. 8.3.2 Evidence of Purchaser's authority, and the authority of the person executing any documents at Closing on behalf of Purchaser, acceptable to Seller and the Title Company, to enter into the transactions contemplated by this Agreement. 8.3.3 The Settlement Statement. 8.3.4 Such other documents, certificates and other instruments as may be reasonably required to consummate the transaction contemplated hereby. 8.3.5 Tenant Notice Letters. 8.4 Possession. Purchaser shall be entitled to possession of the Property at the conclusion of the Closing subject to Permitted Matters. 8.5 Escrow Closing_ Purchaser and Seller (or their respective counsel on behalf of Purchaser and Seller) shall execute letters of escrow closing instructions (the "Closing Instructions") which will provide that, on the Date of Closing. (a) Seller and Purchaser shall each deposit with the Title Company all of the documents and instruments described in Sections 8.2 and 100 Energy Way. Fort Worth, TX — Purchase and Sale Agreement Page 23 8^3, above (the "Closing Dp g Obts"); and (b) Purchaser shall deposit with the Title Company the balance of the Purchase Price required to be paid after application of the Deposit thereto and any proration, adjustment and/or credit required to be made under this Agreement (the "Adjusted Purchase Price"), all of which shall be set forth on, and mutually agreeable pursuant to, a Settlement Statement executed by both Purchaser and Seller at Closing. Upon receipt of the Adjusted Purchase Price, and the satisfaction of all other conditions set forth in the Closing Instructions, the Title Company shall be authorized and directed to disburse the Adjusted Purchase Price to Seller or its designee(s), record the Deed in the conveyance records of Tarrant County, Texas, and release the remaining CIosing Documents to the appropriate parties, all in strict accordance with the Closing Instructions, 9. DAMAGE, DESTRUCTION AND CONDEMNATION. 9.1 CIty. Except as provided herein, Seller assumes all risk of loss or damage to the Property by fire or other casualty until the Closing. If at any time on or prior to the Date of Closing any portion of the Property is destroyed or damaged as a result of fire or any other cause whatsoever, Seiler shall promptly give written notice thereof to Purchaser. If the estimated cost to repair the damage or destruction exceeds $2,000,000.00 as reasonably estimated by Seller, then either Purchaser or Seller shall have the right to terminate this Agreement by written notice to the other party within ten (10) days following the date upon which Purchaser receives Seller's written notice of the destruction or damage. If either party timely elects to terminate this Agreement, the Escrow Agent shall return the Deposit to Purchaser, and upon Purchaser's receipt of the same, this Agreement shall terminate as of the date of the damage or destruction, and neither party shall have any further obligations to the other except for any obligations that survive termination, as specifically set forth herein. If neither party elects to terminate this Agreement, or if the cost of repair is equal to or less than $2,000,000.00, this Agreement shall remain in full force and effect, and Seller, upon the mutual agreement of Seller and Purchaser, shall do one of the following, (i) perform any necessary repairs if the same can be completed prior to the: Closing Date (as reasonably determined by Seller), or (ii) if such repairs cannot be completed prior to the Closing Date, then (a) reduce the cash portion ofthe Purchase Price in an amount equal to the cost of such repairs or (b) assign pursuant to documents reasonably acceptable to Purchaser all of its rights under any policy of insurance covering loss or damages arising as a result of such casualty, and the parties shall proceed to Closing with a reduction or adjustment in the Purchase Price in the amount of the deductible under such policy. 9.2 Condemnation. In the event, at any time on or prior to the Date of Closing, any action or proceeding is filed, under which the Property, or any portion thereof, may be taken pursuant to any law, ordinance or regulation or by condemnation or the right of eminent domain, Seller shall promptly give written notice thereof (which notice shall describe the type of action being taken against the Property, and which portions of the Property will be affected thereby) to Purchaser. In the event such taking adversely affects any portion of any building improvements on the Property, or makes the use of the Property non -conforming or permanently, adversely affects access to the Real Property, or permanently impairs the current use of the Real Property, Purchaser or Seller shall have the right to tenninate this Agreement by written notice to the other party on or prior to the earlier of (i) ten (10) days following the date upon which Purchaser receives Seller's written notice of such action or proceeding or (ii) the Date of Closing. If Purchaser or Seller does not elect to terminate this Agreement within the aforesaid period, this Agreement shall remain in 100 Energy Way, Fort Worth TX -- Purchase and Sale Agreement Page 24 full force and effect and the parties shall proceed to closing without any reduction or adjustment in the Purchase Price, except that all condemnation proceeds will be assigned to Purchaser, 10. FAILURE OF CONDITIONS PRECEDENT; DEFAULT AND REMEDIES. 10.1 Flare of Conditions Precedent. If any of the conditions precedent stated in Afisje 6 have not occurred or been satisfied on or before the Closing Date, the party in whose favor the -relevant condition precedent runs may: (a) terminate this Agreement by written notice to the appropriate party on or before the Closing Date, in which event the Title Company shall deliver the Deposit to the appropriate party as determided.by the applicable provision for the return of the Deposit and this Agreement shall terminate and neither party shall have any further obligations to the other except as specifically set forth in this Agreement, or (b) waive such conditions precedent and proceed to Closing. 10.2 Purchaser I.)efauit. IF PURCHASER OR ITS PERMITTED ASSIGNEE FAILS TO COMPLETE THE PURCHASE PROVIDED FOR HEREIN DUE TO PURCHASER'S OR ITS PERMITTED ASSIGNEE'S MATERIAL DEFAULT OR FAILURE TO COMPLY WITH THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, AND PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH OF THIS AGREEMENT, SELLER, AS ITS SOLE REMEDY, SHALL RETAIN PURCHASER'S DEPOSIT AS FULLY LIQUIDATED DAMAGES AND AS SELLER'S SOLE AND EXCLUSIVE REMEDY, WHICH THE PARTIES AGREE IS A REASONABLE SUM CONSIDERING -ALL OF THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SAID SUM TO THE RANGE OF HARM THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR INCONVENIENT. IN PLACING ITS INITIALS AT THE PLACE PROVIDED BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH WAS REPRESENTED BY COUNSEL WHO EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION AT THE TIME THE AGREEMENT WAS MADE. In the event of Purchaser's default and notwithstanding anything in this Section 10.2 to the contrary, Seller shall have all remedies available at law or in equity if and only in the event Purchaser is asserting any claims or right to the Property that would otherwise delay or prevent Seller from having clear, indefeasible and marketable title to the Property. Sell s initials aser's Initials 10.3 Seller Defaul . In the event Seller defaults or fails to perform any of the covenants and conditions of Seller under this Agreement, or any of the representations and warranties of ,Seller were untrue, incorrect or misleading as of the date made (or recertified), as its sole remedy Purchaser shall be entitled to exercise any one -of the following rights remedies: (i) an action in equity for specific performance (and if Purchaser is successful in obtaining such specific performance, (ii) the right to terminate this Agreement by giving written notice to Seller, whereupon the Deposit shall be delivered promptly to Purchaser or (iii) Purchaser may exercise any rights available at law or in equity, for recovery of actual out-of-pocket losses or damages (but not exemplary or consequentiaWamages), not to exceed $50,000, but.only with respect to a Seller's default for which tho remedy of specific performance is unavailable because Seller has conveyed 100 Energy Way, Fort Worlh, TX— Purchase and Sale Agreement Past 25 the Property to a third party in breach of this Agreement or if any of the representations and warranties of Seller were known by Seller to be untrue, incorrect or misleading as of the date made (or recertified). 10.4 Termination. Upon any terminationof this Agreement pursuant to any right of a Party to terminate set forth in this Agreement, (a) the Deposit shall be.paid over to the party entitled to the same as set forth herein, and (b).all documents deposited by Purchaser and Seller into escrow shall be returned by the escrow agent.to the party depositing the stone, whereupon the parties will have no continuing liability to each other unless otherwise expressly stated in any provision of this Agreement. 11. NOTICES. Any notice required or permitted to be given hereunder may be served by a party or its.attorney and must be in writing:and shall be deemed to be ,given when (a) hand delivered, (b) when delivered to United Parcel Service (Overnight) or Federal Express, or anotber .similar overnight express service, or (c) transmitted by electronic mall (provided that a copy is also Sent by the manner described in clause (a) or (b) on the following business day), in any case addressed to the parties at their respective addresses set forth below: If to Purchaser: City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Attention: Jesus J. Chapa, Deputy City Manager Jesus.Chapa@fortworthtexas.gov With a copy to: City of Fort Worth 200 Texas Street Fort Worth, TX 76102 Attention: Leann Guzman, Deputy City Attorney Leann.Guzman@fortworthtexas.gov If to Seller: Hertz Fort Worth Energy Way, LP c/o Hertz Acquisitions Group, LLC 190 East Capitol Street, Suite 675 Jackson, Mississippi 39201 Attn: James M. Ingram Phone: 601.974.8138 Email: jingram@hertzgroup.com With a copy to: Sher Garner Cahill Richter Klein & Hilbert, LLC 909 Poydras Street, 27 h Floor New Orleans, Louisiana 70112 Attn: Richard P. Richter, Esq. Phone: 504.299.2104 Email: rrichter@shergarner.com And a copy to: Dan Nagler, Esq. Hertz Investment Group, LLC 21860 Burbank Blvd., Suite 300 South 100 Energy Way, Fort Worth, Tx -• Purchase and Sale Agreement Page 26 Woodland Hills, CA 91367 Phone: 310.584.8004 Email: D_NaslerQhertz=yp.com Email: ddvorin@hertzgroup.com If to Title Company: Rattikin Title Company 201 Main Street, Suite 800 Fort Worth, TX 76103 Attention: Mac Miles Email: s r ttikint't .tort► or, in each case, to such other address as either party may from time to time designate by giving notice in writing pursuant to this Section 11 to the other party. Telephone numbers are for informational purposes only. Effective notice will be deemed given only as provided above, except as otherwise expressly provided in this Agreement. 12. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT ANDIOR THE OTHER DOCUMENTS AND INSTRUMENTS TO BE DELIVERED BY SELLER AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, THE TRUTH, ACCURACY OR COMPLETENESS OF THE PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL. ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS," EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN TINS AGREEMENT. PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, UNLESS SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE 100 Energy Way, Port Worth, TX— Parchase aad Sale Agreement Page 27 PROPERTYAND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES AND COURT COSTS) OF ANYAND EVERY KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, PHYSICAL CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY, PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SIIALL NOT BE CONSTRUED TO LIMIT ANY REMEDY PROVIDED TO PURCHASER UNDER SECTION 5.1 AND SECTION 10.3 OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION I2 SHALL SURVIVE THE CLOSING. � -- hl-'J _.—_' SIte s Initials Purchaser's Initials 13. NIISCELUANEOUS. 13.1 Entire aereement. This Agreement, together with the Exhibits and Schedules attached hereto, all of which are incorporated by reference, is the entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties. 13.2 Severability. If any provision of this Agreement or its application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such person or circumstances, other than those as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law. 13.3 ApWig ble: Law. This Agreement shall be construed and enforced in accordance with the internal laws of the state in which the Land is located. 13.4 Assignability Purchaser may not directly or indirectly assign or transfer any of Purchaser's rights, obligations and interests under this Agreement, to any person or entity without the prior written consent or approval of Seller, which consent or approval must be requested in 100 energy Way, Fort Worth, TX — Purchase and Sale A$ramcnt Page 23 writing and received by the Seller not less than five (5) business days prior to the Closing Date and which consent may be given in Seller's sole and absolute discretion. 13.5 SuccQum—B-Qund. This Agreement shall be binding upon and inure to the benefit of Purchaser, Seller and their respective successors and permitted assigns. 13.6 C tions to a atio . The captions in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this Agreement or the scope or content of any of its provisions. Whenever the context may require, words used in this Agreement Shall include the corresponding feminine, masculine, or neuter forms, and the singular shall include the plural and vice versa. Unless the context expressly indicates otherwise, all references to "Section" are to sections of this Agreement. 13.7 No gartnersh�i . Nothing contained in this Agreement shall be construed to create a partnership or joint venture between the parties or their successors in interest or permitted assigns. 13.8 Time of Essence. Time is of the essence with respect to the performance of the obligations of Seller and Purchaser under this Agreement. 13.9 Counterparts. This Agreement may be executed, witnessed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. A ".pdf' signature page delivered by the parties' counsel via electronic mail shall be as acceptable as an original. A fully executed copy of this Agreement shall be enforceable as an original, the parties hereto waiving any rule of evidence requiring production of the original. 13.10 RecordatiQ& Purchaser and Seller agree not to record this Agreement or any memorandum hereof or any Affidavit of interest or other document or record prior to Closing. 13.11 Paperxecutian. This Agreement shall have no binding force and effect on either party unless and until both Purchaser and Seller shall have executed and delivered this Agreement. 13.12 Waiver. No waiver of any breach of any agreement or provision contained herein shall be deemed a waiver of any preceding or succeeding breach of any other agreement or provision herein contained. No extension of time for the performance of any obligation or act shall be deemed an extension of time for the performance of any other obligation or act. 13.13 3Wh in Days. if any date herein set forth for the performance of any obligations by Seller or Purchaser or for the delivery of any instrument or notice as herein provided should fall on a Saturday, Sunday or Legal Holiday (hereinafter defined), the compliance with such .obligations ox delivery shall be deemed acceptable on thenext business day following such Saturday, Sunday or Legal Holiday. As used herein, the.tenn "Legal Holiday" shall mean any local or federal holiday on which post offices are closed in Fort Worth, Texas. 13.14 Prohib't d PCMM Od 11ongtions. Purchaser represents and warrants' to Purchaser's knowledge: (i) Purchaser is not:a Prohibited Person (defined below); (ii) none of its investors owning twenty percent (2054) or more of the limited liability company interests in Purchaser, is a Prohibited Person; (iii) they funds or other assets Purchaser will transfer to Seller under this Agreement are not the property of, or beneficially owned, directly or indirectly, by a 1 QQ Energy Way, Fort Worth,'rx — purchase and Safe Agreemont Page 29 Prohibited Person; and (iv) the funds or other assets Purchaser will transfer to Seiler under this Agreement are not the proceeds of specified unlawful activity as defined by 18 U.S.C. § 1956(c)(7). "Prohibited Po-wn" means any of the following: (a) a person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) (the "Excogive Order"); (b) a person or entity owned or controlled by, or acting for or on behalf of any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the.Executive Order; (c) a person or entity that is named as a "specially designated national" or "'blocked person" on the most current list published by the U.S_ Treasury Department's Office of Foreign Assets Control ("OFAC') at its official website, http://www.treas.gov/offices/enforocment(ofac; (d) a person or entity that is otherwise the target of any economic sanctions program currently administered by OFAC; or (e) a person or entity that is affiliated with any person or entity identified in clause (a), (b), (c) and/or (d) above. The foregoing representations shall survive Closing and any termination of this Agreement. 13.15 1031 l�xchan�e. Each party acknowledges that the other party may desire to effectuate a tax -deferred exchange (also known as a "1031" exchange) in connection with the Closing. Therefore, each party, at no cost or liability to such party, shall cooperate with each other in connection with each parry's respective 1031 exchange, including that the parties will execute such documents as may reasonably be required for each of Seller and Purchaser, as applicable, to qualify this transaction for treatment under Section 1031 of the Internal Revenue Code. To the extent permitted by Texas law and without waiving Purchaser's sovereign immunity, each party agrees to (and any exchange agreement shall provide that the exchanging party shall) indemnify, defend, and hold the other party harmless from any claims or causes of action arising out of, or related to, the exchange. The Closing is not conditioned on the closing (in escrow or otherwise) of exchange property. Nothing contained in this Section or the exchange agreements shall in any way (a) require the other party to take title to any other property, or (ii) limit each party's covenants and obligations under this Agreement, .including, but not limited to, any of same which survive Closing or the termination ,of this Agreement pursuant to its terms, or (iii) result in a delay in Closing. 13.16 LiM494 LIMWIzty. Purchaser agrees that it does not have and will not have any claims or causes of action against any disclosed or undisclosed officer, director, employee, trustee, shareholder, partner, principal, parent, subsidiary or other affiliate of Seller, or any officer, director, employee, trustee, shareholder, partner or principal of any such parent, subsidiary or other affiliate (collectively, "Seller's Affiliates'), arising out of or in connection with this Agreement or the transactions contemplated hereby. Purchaser agrees to look solely to Seller and its assets for the satisfaction of any liability or obligation arising under this Agreement or the transactions contemplated hereby, or for the performance of any of the covenants, warranties or other agreements contained herein, and further agrees not to sue or otherwise seek to enforce any personal obligation against any of Seller's Affiliates with respect to any matters arising out of or in connection with this Agreement or the transactions contemplated hereby. The provisions of this Section 13.16 shall survive the termination of this Agreement and the Closing, in either case as applicable, for a period of one year. [Signature page follows] 100 Energy Way, Fort Worth, TX — Purchase and Sale Agreement Page 3a IN WITNESS Ali fIBR OF, the parties have executed this Agreeitlerit or caused this Agreement to be executed by their duly authorized representatives as of the Agreement Date. SELLER: HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership By. ° N e: JAmes M. Ingram -- T Tit �-d of Investment Officer and Executive Vice -President PURCHASER: CITY OF FORT WORTH, a Texas haste rule muniei at a pore ion f � . By: _ Name: �c-r�i Title: y City Manager Approved as to Form and Legality: By: N Guximan Title: Deputy City Attorney ATT :/, By:/ N e: ary Kayser k T' e: City Secretary r 100 Energy'Way, Fort WorM, Tx — Purchase And Sale Agreement OVROAL RECORD ig effy ORg9 E Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name Ricky Salazar Title: Real Property Manager 100 Energy Way, Fort Worth, TX --Purchase and Sale Agreement 0MCRAL AECQ�`W]� COTY SECRETARY FT WORTH, T �_��m Page 32 ACK-NOWLEDOMNT $Y TTTLE.COMPANY The 'Title Company hereby acknowledges receipt of (a) a counterpart of this Agreement executed by Seller and Purchaser on December 1!5, 2020 and (b) Deposit from purchaser in the amount of 0 1; ,000.00) on4)eMMber3� , 2020. TTTL OMPANY 7 By: Name: Title: 1"�f + "' FRUAL RECORD EYARY 100 Energy Way. Fort Worth, TX — purchase and Sale Agrecment SCHEDULE 1.1.1 LEGAL DESCRIPTION TRACT 1: (Fee Simple) BEING all of Lot IR, in Block 1, of pier 1 Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat thereof recorded under Clerk's File No. D216148734 of the plat Records of Tarrant County, Texas. TRACT 2. (Basement Estate) Non -Exclusive Easement Estate created by that certain Declaration of Covenants, Conditlolis and Restrictions by and between Hines VAV III Energy Way LLC, a Delaware limited liability company and Broadstone 5th and $ummit, LLC, a Delaware limited liability company recorded under Clerk's File No. D216482676, Real Property Records, 'Tarrant County, Texas. Schedule I.I.1—Page I SCHEDULE 1.1.3 PERSONAL PROPERTY [Seller to provide a list] Schedulc 1.13 — PAP i Pier I Imports a Inventory List Personal Property Inventory as of December 31, 2016 Mase list items iocated at the'Property Manage ment-Wo Item Location I Office Year Qty Cost Ext Total f+ro 1iiirttii,!!u,u+ll�rt;!iN_+i'Tq�,3+±r,'y9SA�49?,�r�'?;ITA a:, _ �`t3irig�Y ft3r i IN .O ire : , . ... 1 6M,E4 506 l is avi h 02 PIVIO Office 1 1A,89 130 &�Motel I' Iliq Ca inat. PM0 Off`rerr 1 05 95 Oat st" lint hair pr lO OW.S 1 7- 8 778 ` do--8"f'i4-616-- pmo Oflio t - 884 584 fi d h PMO Office 1 500 S00 A7l6fi r Maha�,iePrenlAWslant 2 232 464 „T� _ ..........- �'nnfi3t?; 14ianeg+)rrt rnl ASSISteltl 1 287 287 hocking SWIM Management Asslslbinl 1 1515 1,515 Shaped Diisk A4s19irrl Prapofiy MoneOer 1 R5 625 'bash chair . Assistant Property Mj rnag6r 1 195 195 Ca`E Et t Chairs AasieidgL Properly Manager 2 140 280 911- iwerrLateral File A59i�Wt Property Wnagef 1 296 295 F3' i kstletf '' Assistant Propitrly Mah agar I 199 199 Printdt'. > A Isl nt Pmpenly h1$nagar 1 287 287 =llfiOriitff Ikaeisl€i'IPrepertyManagar 1 232 232 L $ Dovicima Station Assiwant Pr❑lierfy Manager 1 1,515 1,515 L Shaped Desk Lnginser Manager 1 625 625 Desk-OhHlr �gglge�r Marra er 1 195 195 _)9 6tl Chairs Englnear Mannger 2 140 280 lbi fiver Lateral Pile - r ' 1 205: 295 :Bookshelf Ei4nner Manager. 1 '199 199 '�?fi�tet Ertgirk9$F Frlanagrar 1 287 287 IiPltiri8r FnieraOrlkri$rrager 2 232 464 'taptop & Doe -king Ste? m E"Ineer Manager 1 1.615 1,515 L Shaped Desk prtiper!y Managaf i .625 625 Desk Chair FJrtr�erty Manager 1 . 195 195 Guest choirs Praperky t0antigar 2 140 280 2 Drawer Lateral Flio Property-Nfaraper 1 295 295 Bookshelf Property Mnnargar 1 199 199 printer PrOl)erly Mairagor 1 287 287 Monitor Propt~rtyNnnager 1 2 232 I*aptap & DoMncg SWI Ion Property Manugor 1 15t5 1,515 Security, {7esktop Com4uters Cornmand Conler 4 7i2 3,008 �51 onito- c4r!}maFEd Center. 4 200 800 o free Chairs CornmBfid Center 2 14t} 200 P,4nasonIc50" LOD 1V Cornmand Canf(r 1 600 600 Desktop Computer l7ocic t 752 752 Wf)nifor. Drick 1 200 200 of ee Chair Dn& 1 100 100 Desktop Computer Lobby S'amrily Desk 1 7�2 752 M❑.�it�_,c Lobby SecufRy Dos* 1 200 200 Officechalr Lobby SceuHtyDesk 100, 200 bdAf;6Pkt im Moflltor Gifcs Chair Enginaarin-0; C "Ii monkor neskton Corrpuv, ar Office Chair Desk Mon iiur Desktop Computer Oiilca'0131r Terrace Serurity Desk 7 7'62 752 erro st�criiy 17sk 1 200 200 Tarr"6'$ec0ty 06sk 1 t00 100 Senior Engineer t 30 , 300 rsl�r Ong}Weer I 2v 232 Sep ur Enginaar 1 752 752 Sankor Engine8r 1 195 195 t3ulldingr�ils�er 1 300 300 8uildiri@ En r«aar. I 232 232 Building En0irinor 1 752 752 BuIldInrg Engineor 1 195 195 SMS Deaksiap VDmpuler Lightkrrg Control 0j)&ktop Complitar BMS �4cpifor L10ding Contrd Morkitor Additional abaktop Computer Monifur Tools Addflonal Office ChaW {ICI Sarver Cisco Arx,.ess �airit Englneerino 011ie& 1 752 752 Engineering Offto t 752 752 -Engir!eerlrrrq Offire 1 700 700 EnDin6arinq Ofltce 1 200 200 Erhi hberinq.-Cf cff 1 752 752 CF1gjr100rlrk9 Office 1 200 200 ErEginaering C,ffFce 1 41403 41,403 Errglimering Of iGe 1 195 195 NaIPOp 2 2014 -0. 1 4266,73 4,257 PMO 0ifico m 2014 .' =.::1 W,6? g 941 76,948 Pier I Imports - Inventory List Personal Property Inventory August 17, 2016 list items looted at the FItness Centex I Item Name I QTY I 2x200 Model 11010, 1131 11 ON GyW(136ck Extension Model .1 21DO - I ex Hib-Abdi-ictlan Adftt�tloh Model 11-181 Pull Dbw.ro Model 11130 Model 11030 Modal 12190 SCHEDULE 1.1.5 SERVICE CONTRACTS Vendor: Services: Contract Execution Date: Alsco, Inc. Linen and Uniform Rental Services 8/27/18 Corporate Fitness Solutions, LLC Weekly Towel Services 8/27/18 Dry Cleaning Super Pick-up and Delivery of Laundry NIA Entech Sales & Services, Inc. Preventive Maintenance Coverage 1/21/19 Entos Designs Space Planning 4/18/19 Epic Pest Control Solutions Weekly Commercial Pest Control Services 8/27/18 Fire Power Systems, Inc. Annual Mechanical and Visual Inspections 9/17/18 Image Creations Holiday Decorations 9/17/18 Kings III Emergency Communications 24-Hour monitoring/dispatch and full maintenance of the emergency elevator hones s stem 01/ /20 Mitec Life Safety Monitoring 8127/18 On Site Fitness Service, LLC Fitness Center Preventative Maintenance 11/28/18 Pitney Bowes Stamps, Postage 10/5/20 Plantation Interiors LLC Lobby Interior Tree Maintenance (temporarily suspended) 8/27/18 Power Secure Services Generator Maintenance 8/27/18 Select Commercial Services Cleaning Services 8/27/18 SPSD, Inc. Landscape Maintenance 8/27/18 Steam -Pro Services, Inc. Carpet cleaning, this was cancelled (Pre -spot, Pre -treat & Hot water extraction 8/27/18 The Copy Guy Copier services 1012018 ThyssenKrupp Vertical Transportation Maintenance A reement 06/16/20 SCHEDULE 4.3 Property Documents To the extent in the possession of or under the control of Seller: (i) the most recent survey of the Real Property; (ii) plans, specifications and drawings relating to the building improvements on the Land, including, without limitation floor plans of the building indicating current tenant demising if applicable and any CAD files of such improvements, if applicable; (iii) any certificates confirming the area of leased space or floor areas in the building; (iv) all existing Leases and pending lease proposals, if any; (v) all Service Contracts; (vi) any written warranties for tangible Personal Property; (vii) tenant files, including occupancy permits if applicable, relating to any existing tenants; (viii) structural, mechanical, electrical, engineering, soil, environmental and fire'inspection reports, if any, and copies of any notices or correspondence from tenants or governmental entities giving notice of any violations of any regulatory requirements; (ix) financial statements (including monthly general ledgers), aged receivable reports, operating cost and real estate tax bills (including any real estate tax appeals), tenant reconciliation statements, operating budgets and reports, capital expenditures and recoveries, for the past 2 fiscal years and the current year to date; (x) balance sheet and income statement (audited if available) for the Property for the past 2 years, 12-month trailing income statement, statement of cash flow, and the notes to the financial statements; (xi) copies of correspondence to and from any governmental authority in respect of any outstanding regulatory violation or deficiency of which Seller has received written notice; (xii) a copy of the Seller's existing owner title insurance policy; (xiii) schedule of any non -tenant revenue at the Property, such as parking, signage, etc. together with supporting documentation; (xiv) if applicable, any land lease or off -site parking agreement; ScheduEo4.3 —Page 1 (xv) all utility invoices, including but not limited to, water, natural gas, electricity and sewer for the immediately preceding two years; (xvi) a list of all tangible Personal Property owned by Seller (other than Sellers internal hooks and records, computers, intellectual property and other such property that is personal to Seiler); used in connection with the operation of the Real Property and located at the Real Property; and (xvii) copies of maintenance, repair, improvement records and documents for the current and prior year, including all reports, records and documents relating to capital expenditures or recommended capital expenditures; (xviii) insurance loss runs for the Property; and (xix) tenant improvement and leasing commissions for the last 2 years. Schedule 4.3 — Page 2 SCHEDULE 4.9 FORM OF TENANT ESTOPPEL CERTIFICATE —TENANI ET�IUL CERTY, ICATE City of Port Worth ("Purchaser") 200 Texas Street Fort Worth, TX 76102 Attention: Suite ("P- remises") in the building known as 100 Energy Way Plaza (formerly known as Pier One Plaza), City of Fort Worth, Tarrant County, Texas (the "B ddine") To Whom it May Concern: The undersigned as Tenant hereby certifies to Purchaser and its respective successors or assigns that: (a) It is a Tenant in occupancy of the Premises in the under a certain lease (the "Lease") as follows: Landlord: j Tenant: [ ) Lease Dated: Amendment(s) Dated (if any): [ i Assignment(s) Dated (if any): Current Monthly Base Rent: $[_ Current Monthly CAM or Operating Expense Charges (if any): r Current Base Year for Operating Expenses: Rentable Square Footage: L___.__ Lease Commencement Date: [.. Original term (or current extension/option period, if applicable) expires: Renewal Options (if any): [ Security Deposit (if any): $[ _ .._... _ Lease Guarantor (if any): ( - _ Outstanding Tenant Improvement Allowance (if any): $f Right of First Refnsal/Offer (if any) to Purchase any portion of the Building: Rent Abatement (if any): (b) All rents payable under the Lease have been paid through. Schedule 4.9— Page 1 42257257v5 r 1; and no rent has been paid more than thirty (30) days in advance of its due date. There is no unexpired period of rent abatement free rental (free rent period) due under the Lease, except for a Base Rent abatement in the amount of $�_ .1. (c) The Lease sets forth the entire agreement between the Landlord and Tenant with respect to the Premises and the Building, is in full force and effect in accordance with its teams and has not, in any way, been amended or modified in any manner (except as reflected herein). (d) Tenant has unconditionally accepted and currently occupies the Premises, is currently paying rent under the Lease without claim or right of set-off, or claims of any default by the Landlord, and is now occupying the premises to the extent permitted by the Lease or determined by Tenant to be appropriate concerning Covid-19 circumstances. (e) All improvements and alterations to the Premises (or to the Building) isrequired to be performed or fuznished by Landlord under the terms of the Lease have been completed to the satisfaction of Tenant. All sums required to be paid by Landlord to Tenant pursuant to the Lease .(including, without limitation, any tenant allowance or rebate) have been paid in full except as noted in (a) above, and all other conditions precedent to the commencement of the term of the Lease or the obligations of Tenant under the Lease have been satisfied. (f) To the knowledge of Tenant, there exists no default by either party to the Lease, or other grounds for ceasing or reducing the payment of rental or for cancellation or termination of the Lease in any manner. To. the knowledge of Tenant, no event has occurred which, with the giving of notice or passage of time, or both, would result in a default by either party under the Lease. (g) Tenant has no outstanding options or rights of first offer or first refusal under the Lease to purchase the Premises or any part of the B u i 1 d i n g o r real property of which the Premises area part: (h) Tenant has not assigned, pledged, mortgaged, sublet, encumbered or otherwise transferred any of its interest under the Lease. (i) Tenant is not entitled to, and has no outstairding options or rights to, any rebate, concession, special allowance, rights of fast offer or first refusal, expansion options, or renewal options, except as set forth in the Lease. 0) Tenant has not filed, and is not the subject of, any proceeding for bankruptcy reorganization, receivership, insolvency or similar proceedings. (k) The undersigned individual executing this letter on behalf of Tenant represents and warrants that he or she is duly authorized to execute and deliver this letter on Tenant's behalf. Schedule 4.9 — Pago 2 422572570 (1) The operation and use of the Premises do not involve the generation, treatment, storage, disposal or release of a hazardous substance or a solid waste into the environment other than to the extent necessary to conduct its ordinary course of business in the Premises and in accordance with all applicable environmental laws, and that the premises are being operated in accordance with all applicable environmental laws, zoning ordinances and building codes. (m) The address for notices to Tenant under the Lease is as follows: Tenant understands that Landlord, Purchaser and its respective successors or assigns are relying on the above representations in connection with the purchase of, and loan/mortgage on, the above referenced building and does hereby warrant and affirm to and for the benefit of Purchaser and its respective successors and assigns, that each of the foregoing representations is true, correct and complete as of the date hereof and that the person signing this certification on behalf of Tenant is a duly authorized signatory for Tenant. Electronic signatures (including electronic copies of manual signatures) shall have the effect of original signatures relative to this Tenant Estoppel Certificate. By: (SEAL) Name: Title: Date: Schedule 4.9— Page 3 42257257v5 SCHEDULE 5.5 RENT ROLL [See Attached] Schedule 5.5 a2257257v5 N tl h d C 0 0 N 14 N N N N d d C p 0ooaaoo mixww aaa to m m m m m m O N a w N N N � n o tl7 4] b M M M M M h rO M OD G7 © OP M h O O M M pp M M f0 O W OO Ip V1 V' r� �A Y /4� W W O V: h h h h N M I� V' o VI r% ul eP�p N v � to N N N N N N N N Y N N b a M N o b N a M M m c p N N O 0 r `m a U W J C W N C N a LU C - 41 C 8 N N M qr m tl o tl O O 5 0kn 0 tl o O o tl o O O W M p UI IU h 40 Di O N ID 9p O N O N o J Q J O O Q O O r" CD o O b O O o b O o o b O tl o o o 0 as 4 p O o tl O O O O 6 O O O p O O b x u 7 m 0 5 Ln N m 7 fn C o o o o o 0 ul Q in o o w) o o m O 00 0 O O N m LQ 4 G/ N w w od W 6 O :` rN w w A [7 (7 (V N N N N N N N N N N [V CV G N Q P g o o o o m m o O N m N h O I1 4 o VI o q IN CI n h 'F" Vj Nr o o r 1� N OD W P/ 0) m '1 n rm m o o m -t m m a a m M N m 1. r- v_ N r ro m N m In nj yj Vj to dj CAN M O O O O 4 M N N In v v v v v v cna»+ar-m NMvwnon NN N N N N N N N N N N N o o o o N N N N N N a O O m o o nOn� N ivaaaaaa �ac�c�, aN FN f` r r r r r r v- i- r r r r r r KKwwKofmmww�aa)u)�yy mm mm aommmmmm OODOpq a o a o4 m N o 0 0 N C� as 0 O N 4 W vi a0 O O 4 a N 4 009 w Go N M N ti � e7 a N N O i6 NN M C�M1 m rn O 0 N pQ N JW J fl- Q 9 C [n E 0 m C o L p � � " a m ro a a a N O M l0 m m lj M N m N 14 N C to to W tl�i n m o r N � N m G G m 7 t a pa m m N � o a Qj lO 0� N r- J a r U j L � a N V � � � J C U x m a In O N 0 a m o 3 G r � a CD 440 let /(a to CD co N N N N N N 0 0 l0 l0 0 o m m 0 30 0 o N m m pp G N 0 0 4 a rn CI lP M t» l0 N I--N n v P- 4" k ar If ncn 0 In N V a N 3 a a H S a' O t G 9C 10 N � J LL m o C 12 w ,a a Q SCHEDULE 8.3.4 TENANT SECURITY DEPOSITS Su M. Tenant Name: Amount: None. Seller does not have possession of any Tenant Security Deposits. The Tenants in the property were subtenants of Fier One and Seller did not collect or have possession of any of those Deposits when Pier One filed for bankruptcy and rejected its Lease with Seller. Schedule 9.3.4 — Page I 422572570 SCHEDULE 9.3.5 TENANT INDUCEMENT COSTS SELLER COSTS Allowance/ Commission Amount Paid to Tenant Name Expense Type* Amount Date Ending Balance * LC = Leasing Commissions * TI = Tenant Improvements schedule 8.3.5 42257257v5 Database: HERTZ Project Cost Summary Report -AP Detail (Open Jobs) Page: 1 Run for budget type: JCBj Hertz Production Date: 11/10/2020 Run for cost list: Capl For Period: 01118 through 12120 Time: 5:57 AM Run for journal entry types: Al Original Approved Expensed Paid to Retention Remaining Cost Code Occupant/Description Budget Budget to Date Date Payable To PAY TULC New and Expansions ENTITY: F1W900 Hertz Fort Worth Energy Way, LP JOB: FW100000 PAE Applied Technologies LLC PAE Applied Technologies PHASE: 1 Tf & LC 011000 Tl New - AllowancelTurnkey 869,797.50 869,797.60 641,374.44 627,410.19 0.00 242,387.31 015000 Leasing Commissions New 544.961.69 544,961.59 544,961.59 544,961.59 0.00 0.00 JOB TOTALS: 1,414,759.09 1,414,759.09 1,186,336.03 1,172,371.78 0.00 242,387.31 JOB: FW100007 Property Damage Appraisers Inc PDA LC and Tl PHASE: 1 LC and77 011000 Ti New - Allowancerrurnkey 626,220.00 784.490.00 786,009.81 786,000.81 0.00 0.00 015000 Leasing Commissions New 738,439.18 738.439.18 386.053.77 386,053.77 o.ae 352.385.41 JOB TOTALS: 1,364.659,18 1,522,929.18 1,172,063.68 1,172,a63.58 0.00 352,385.41 JOB: FW100002 Pier One imports Burns & McDonnell Ext 1700 PHASE_ 1 Lease Commissions 011100 TI New - Furniture Allowance 0.00 6,500.00 6.500.00 0.00 0.00 6.500.00 015000 Leasing Commissions New 180,164J7 108,098.86 108,098.86 108.098.86 0.00 0.00 JOB TOTALS: 180.164.77 114,598.86 114,598.86 108,098.86 0.00 6,500.0o JOB: FW400003 Pier One imports Burns & McDonnell Exp 1600 PHASE. l Lease Commission 015000 Leasing Commissions New 269.396.71 99.648.27 99,648.28 99,648.28 0.00 0.00 JOB TOTALS: 269,396.71 99,648.27 99,648.28 99,648.28 0.00 0.00 Total Hertz Fort Worth Energy Way, LP 3,226,979.75 3,161,935.40 2,672,646.75 2,552,182.60 _ _ 0.00 601,272.72 TOTAL TI&C New and Expansio 3,228,979.75 3,181,936.40 2,672,646.76 2,552,182.60 0.00 601,272.72 GRAND TOTALS 3,228,979.75 3,151,936.40 _2,572,646.75 2,552,182.60 _____ 0.00 _ 601,272.72 SCHEDULE 9.2.2(b) FORM OF ASSIGNMENT OF CONTRACTS AND INTANGIBLE PROPERTY THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated 2021, by and between HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership ("Assignor'), and CITY OF FORT WORTH, a Texas home rule municipal corporation (" ssi nee"). A. Assignor and Assignee entered into that certain Purchase and Sale Agreement ("Agreement") dated December ., 2020, for the sale and purchase of certain Property as defined in the Agreement consisting of, among other things, the immovable (real) property legally described on Exhibit A attached hereto and made a part hereof, Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to such terms in the Agreement. B. Assignor desires to transfer unto Assignee all of Assignor's right, title and interest in and to the Intangible Property, and the Contracts as hereinafter provided. C. Assignee desires to assume the duties and obligations of Assignor with respect to the Intangible Property, and the Contracts as provided herein. NOW, THEREFORE, in accordance with the Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby quitclaim unto Assignee all of the Assignor's right, title and interest in and to the following free and clear of any liens or encumbrances and with warranty only as to the Assignor's own acts and deeds: (a) the Intangible Property; and (b) the Contracts. 2. Assignee hereby accepts the foregoing assignment and hereby assumes all duties and obligations ofAssignor that first arise on and after the date ofthis Assignment and Assumption Agreement with respect to (a) the Intangible Property and (b) the Contracts. Assignee, to the extent permitted by Texas law and without waiving its sovereign Immunity, agrees to indemnify, defend and bold harmless Assignor from any actual loss, cost, claim, liability, expense or demand of whatever nature under any of the property described in Paragraph 1 above for that period of time from and after, but not before, the date of this Assignment. Assignor agrees to indemnify, defend and hold harmless Assignee from any actual loss, cost, claim, liability, expense or demand of whatever nature under any ofthe property described in Paragraph I above arising or accruing prior to the effective date hereof. 3. This Assignment and Assumption Agreement shall be (a) binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws Schedule 9.2.2(a)—Page 2 of the jurisdiction in which the real property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. [signature page follows] Schedule 9.2.2(h) — Page 3 IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed and delivered by the parties as of the date first above written. ASSIGNOR: HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership By Hertz Fort Worth Energy Way Manager, inc., a Delaware corporation, its Manager By: William Z. Hertz, its CEO ASSIGNEE: CITY OF FORT WORTH, a Texas home rule municipal corporation By: Name: Title: Sehedule 9.2.2(b)— page 4 EYJHDIT A to Assignment of Contracts and Intangible Property LEGAL DESCRIPTION OF REAL PROPERTY Schedulo 9.2.2(b)— Pegs 5 SCHEDULE 9.2.2(c) FORM OF ASSIGNMENT OF LEASES THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT § HERTZ FORT WORTH ENERGY'WAY, LP, a Delaware limited partnership ("Assignor"), in consideration of the sum of Ten Dollars ($10.00) in hand paid and other good and valuable consideration, the receipt of which -is hereby acknowledged, hereby assigns, transfers, sets over and conveys to CITY OF FORT WORTH, a Texas home rule municipal corporation ("Assignee"), all of Assignor's right, title and interest in and to all leases in effect at the real property in Tarrant County, Texas, more particularly described on B&hibit A attached hereto ("Existing Leases"); provided, however, that Assignor reserves and retains for itself any and all claims and causes of action that have accrued to Assignor under Existing Leases prior to the effective date of this Assignment of Leases and does hereby agree to defend, indemnify and hold harmless Assignee from any liability, darnages, causes of 'action, .expenses and attorneys' fees incurred by Assignee by reason of the failure of Assignor prior to the effective date hereof to fulfill, perform and discharge all of the various commitments, obligations and liabilities of Assignor under and by virtue of the Existing Leases assigned hereunder. [SIGNATURES FOLLOW ON NEXT PAGE] Schedule9,Z2(c)—Page 1 4z754 MS IN WITNESS WHEREOF, Assignor has executed this Assignment to be effective as of the day of _____T� 2021. ASSIGNOR: HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited par troiership By Hertz Fort Worth Energy Way Manager, Inc„ a Delaware corporation, its Manager By: William Z. Hertz, its CEO THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES This instrument was acknowledged before me on the _ day of _ 2021, by William Z. Hertz, Chief Executive Officer of HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership. Notary Public ScWule 9,2,2(c) — Page 2 42257257v5 ACCEPTANCE Assignee hereby accepts the foregoing Assignment of Leases and agrees to assume, Nfill, perform and discharge all the various commitments, obligations and liabilities of Assignor under and by virtue of the Existing Leases hereby assigned, which arise on or after the effective date hereof, including the return of security deposits to tenants in the real property the extent it is legally required to do so; and, to the extent permitted by Texas law and without waiving its sovereign immunity does hereby agree to defend, indemnify and hold harmless Assignor from any liability, darnages, causes of action, expenses and attorneys' fees incurred by Assignor by reason of the failure of Assignee from and after the effective date hereof to fulfill, perform and discharge all of the various commitments, obligations and liabilities of Assignor under and by virtue of the Existing Leases assigned hereunder, including the return of security deposits to the extent it is legally required to do so, which arise on or after the effective date hereof. IN WITNESS W EREOF, this Acceptance has been executed to he effective as of the day of . _ 2021, ASSIGNEE: City of Port Worth, a Texas home rule municipal corporation By. _ Name: Title: THE STATE OF COUNTY OF This instrument was acknowledged before me on the day of by r of , , on behalf of said Notary Public Schedule 9.2.2(c)— Page 3 M57257v5 SCHEDULE 9.2,3 FORM OF FIRPTA CERTIFICATION OF NON -FOREIGN STATUS UNDER TREASURY REGULATIONS SECTION 1.1445-2(b) Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes (including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real property interest under local law) will be the transferor of the property and not the disregarded entity. To inform the transferee that withholding of tax is not required upon the disposition of a U,S. real property interest by HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership HERTZ FORT WORTH ONE, LLC (the "Transferor"), hereby certifies the following on behalf of the Transferor; 1, Transferor is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. Transferor's U.S. employer identification number is ; and 3. Transferor's office address is The Transferor understands that this certification may be disclosed to the Internal Revenue Service by transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. [Signature Page Follows] Sehedule 9,23 — Page, 1 422s7257v5 Under penalties of perjury I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of the Transferor. Dated:^ ___, 2021 ASSIGNOR: HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership By Hertz Fort Worth. Energy Way Manager, Inc., a Delaware corporation, its Manager By: William Z. Hertz, its CEO THE STATE, OF CALIFORNIA COUNTY OF LOS ANGELES This instrument was acknowledged before me on the _ day of 2021, by William Z. Hertz, Chief Executive Officer of HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership. Notary Public Schedule 9.2.3 — Pap 2 42757257YS SCHEDULE 9.2.5 FORM OF OWNER'S AFFIDAVIT HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership (the "Company"), the owner of the property described in the Commitment for Title Insurance (the "Commitment") referenced above, and states that to the best of his actual knowledge in his capacity as an authorized officer: 1. The Company is the owner of the premises described on Schedule A in the Commitment listed above (the "Property"). 2. That there has been no labor, material, surveying, or architectural services furnished or performed for the improvement of the Property for which payment has not been made within 90 days prior to the date hereof, except as set forth on Exhibit A attached hereto. 3. That there are no tenants, lessees or parties in possession, of which the affiant has knowledge except as set forth on the rent roll attached as Exhibit B. There are no outstanding options to purchase or rights of first refusal to purchase the Property contained in the leases referenced on the attached rent roll. This affidavit is given to induce Title Insurance Company to issue its policies of title insurance including endorsements knowing full well that it will be relying upon the accuracy of the same_ Your atfiant hereby specifically and affirmatively states that he is an Officer of the limited liability company and that he is properly authorized to act on behalf of said limited liability company in all dealings concerning this transaction, that said limited liability company is desirous of effecting the conveyance of the herein described real property, and that said limited liability company has specitweally and affirmatively authorized your affiant to execute any and all documents necessary to effect such conveyance, [signatures follow on next page) Schedule 0.2.5 — Page 1 a225T257v5 AFFIANT: HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership By Hertz Fort Worth Energy Way Manager, Inc., a Delaware corporation, its Manager By: William Z. Hertz, its CEO THE STATE OF CALIFORNIA COUNTY OF LOS ANGELES This instnunent was acknowledged before me on the _clay of 2021, by William Z. Hertz, Chief Executive Officer of HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership. Notary Public Schedule 9.2.5 -- page 2 42257257v5 EXHIBIT A to Owner's Affidavit DESCRIPTION OF WORD PERFORMED Schedule 9.2.5 — Page 3 d2257257v5 EXHIBIT B to Owner's Affidavit RENT ROLL [Attached] Schedule 9.2.5 — Page 4 42257257v5 SCHEDULE 9.2.7 FORM OF BILL OF SALE This Bill of Sale, dated ., 2021, by and between HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership ("A i�pnor"), and CITY OF FORT WORTH, a Texas home rule municipal corporation ("Assignee"). A. Assignor and Assignee entered into that certain Purchase and Sale Agreement ("Ageement") dated December ___., 2020, for the sale and purchase of certain Property as defined in the Agreement consisting of, among other things, the immovable (real) property legally described on Exhibit A attached hereto and made a part hereof. Unless otherwise defined herein, all capitalized terms shall have the meaning ascribed to such terms in the Agreement. B. Assignor desires to transfer to Assignee all of Assignor's right, title and interest in and to the Personal Property and to convey to Assignee all of Assignor right, title and interest in and to the warranties attributable to the Personal Property as hereinafter provided. NOW, THEREFORE, in accordance with the Agreement and in consideration of the sum of Ten Dollars ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby covenant and agree as follows and take the following actions: 1. Assignor does hereby transfer unto Assignee all of the Assignor's right, title and interest in and to the following: (a) the Personal Property; and (b) the warranties attributable to the Personal Property (the "Warranties"); 2_ THE PERSONAL PROPERTY IS BEING TRANSFERRED -AS IS," "WHERE IS," AND "WITH ALL FAULTS" AS OF THE DATE OF THIS SILL OF SALE, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER AS TO ITS CONDX PION, FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. ASSIGNOR SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING THE PERSONAL PROPERTY OR ASSIGNOR'S TITLE THERETO OTHER THAN THAT IT OWNS THE PERSONAL PROPERTY FREE AND CLEAR OF ANY LIENS OR CLAIMS OF ANY THIRD PARTY. ASSIGNEE IS HEREBY THUS ACQUIRING THE PERSONAL PROPERTY BASED SOLELY UPON ASSIGNEE'S OWN INDEPENDENT INVESTIGATIONS AND INSPECTIONS OF THAT PROPERTY AND NOT IN RELIANCE UPON ANY INFORMATION PROVIDED BY ASSIGNOR. OR ASSIGNOR'S AGENTS OR CONTRACTORS. ASSIGNOR HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF THE PERSONAL PROPERTY. 3. If any Warranty cannot be assigned by Assignor, Assignor agrees to fully cooperate with Assignee (at no cost to Assignor) to enforce the terms of the Warranty on behalf of Assignee. Schedule 9.2.7—Page 1 422572570 4. This Bill of Sale shall be (a) binding upon, and inure to the benefit of, the parties to this Bill of Sale and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the real property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. Schedule 9.2.7— Page 2 42257257VS IN WITNESS WHEREOF, this Bill of Sale has been signed and delivered by the parties as of the date first above written. ASSIGNOR: ]HERTZ PORT WORTH ENERGY WAY, LP, a Delaware limited partnership By Hertz Fort Worth Energy Way Manager, Inc., a Delaware corporation, its Manager By:_ Vlliarn Z. Hertz Chief Executive Officer ASSIGNEE: CITY OF FORT WORTH, a Texas home rude municipal corporation By: _ Name: Title: Schedule 9.2.7 — Page 3 42257257YS EXHIBIT A to Bill of Sale LEGAL DESCRIPTION OF REAL PROPERTY Schedule 9.2.7 — Page 4 42257257v5 SCHEDULE 9.2.9 NOTICE OF PURCHASE AND LEASE ASSIGNMENT TO TENANTS 2021 [Name and Address of Tenant] Re: Sale of 100 Energy Way Plaza, Fort Worth, TX Ladies and Gentlemen: Please be advised that the City of Fort Worth, `texas C Purchaser") has purchased the captioned property, in which you occupy space as a tenant pursuant to a lease dated , — (the "Lease"), from HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership, the previous owner thereof ("Seller"). In connection with such purchase, Seller has assigned its interest as landlord in the Lease to Purchaser and Purchaser specifically acknowledges its responsibility under the Lease with respect to the Security Deposit, the intent of Purchaser and Seller being to relieve Seller of any liability for the return of the Security Deposit. All rental and other payments that become due subsequent to the date hereof should be payable to City of Fort Worth and should be addressed as follows: City of fort Worth 200 Texas Street Fort Worth, TX 76102. In addition, all notices from you to the landlord concerning any matter relating to your tenancy should be sent to the City of Fort Worth at the address above. Very truly yours, HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership By: Hertz Fort Worth Energy Way Manager, Inc., a Delaware corporation, its Manager By: William Z. Hertz Chief Executive Officer Schedolc9.2.9—Page 1 A2257257v5 City of Fora Worth, a Texas home rule municipal corporation By- ._._ Name; Title: Schedule 9.2.9 — rage 2 d225725M SCHEDULE 9.2.10 FORM OF TM'LE AFFIDAVIT Schedule 9.2.10 —Page 1 42257257v5 GF No.. 20-6433 AFFIDAVIT AS TO DEBTS AND LIENS BATE: DATED AS OF THE JURAT, OR WHEN MORE THAN ONE, THE FIRST COMPLETED JURAT. RE: PROPERTY (HEREINAFTER CALLED "subject property") fully described in said file: Lot 1 R, Block 1, PIER 1 ADDITION, an Addition to the City of Fort Worth, Tarrant County, Texas, according to plat filed for record under Clerk's File No. D216146734, Deed Records of Tarrant County, Texas. AFFIANT isIAFFIANTS are: ❑ SELLER(S) of the subject property ❑ OWNER(S)IBORROWER(S) of a loan secured by subject property ❑x duly authorized Officer/Partner/Joint Venturer of Hertz Fort Worth Energy Way, LP, a Delaware limited partnership, which is the: 19 SELLER of the subject property ❑ OWNERIBORROWER of a loan secured by subject property; and each AFFIANT appearing before the respective undersigned authority on the date set forth in the respective Jurat, on oath deposes and says: RATTIKIN TITLE COMPANY, Agent for CHICAGO TITLE INSURANCE COMPANY, has been requested to handle the closing of the transaction upon subject property and the issuance of one or more title policies. Each AFFIANT is giving this Affidavit with the understanding that RATTIKIN TITLE COMPANY, Agent for CHICAGO TITLE INSURANCE COMPANY, could not and would not issue any title insurance contracts on said property unless each AFFIANT swears to the accuracy of the statements made herein, as follows: IF THE STATEMENTS ARE UNTRUE, PLEASE MARK AN "X" IN THE PARENTHESIS, AND EXPLAIN UNDER NO. 15 ( ). 1. Affiant certifies that the sale of the above -described property is truly a "sale," and that there is no agreement or understanding whatsoever that said property will be re -transferred to Seller(s) at any future date. Affiant further certifies that said "sale" could not in any way be construed as a "loan of money." 2. The owner(s) of the subject property owe(s) no past due Federal or State taxes, no delinquent Federal assessments presently exist against owner(s), and no Federal or State liens have been filed against owner(s), EXCEPT THOSE UNDER NO. 15 ( ). 3. No delinquent State, County, City, School District, Water District or other governmental agency taxes are due or owing against subject property, and no tax suit has been filed by any State, County, Municipal, Water District or other governmental agency for taxes levied against subject property. EXCEPT THOSE UNDER NO. 15 ( ). Affidavit (As to Debts and Liens) 20-6433 GF No.: 29-6433 AFFIDAVIT AS TO DEBTS AND LIENS (Continued) 4. All labor and material used in the construction of improvements or repairs, if any, on the subject property have been paid for; there are now no unpaid labor or material claims against the improvements or repairs, if any, or the property upon which same are situated; and AFFIANT hereby declares that all sums of money due for the erection of improvements or repairs, if any, have been fully paid and satisfied; and there are no Mechanic's or Matenalman's liens against the subject property, unless and except as shown under No. 8 and the lienholder named in No. 12 below. 5. No notices, assessments, or liens of any kind by any city, county, state or federal entity have been filed or come to the attention of AFFIANT, and owner(s) owe(s) no charges for any such, EXCEPT THOSE UNDER NO. 15 ( ). 6. No homeowners or maintenance association dues, fees, or assessments are due and owing relating to the subject property, EXCEPT THOSE UNDER NO. 15 ( ). 7. No judgment liens are filed against owner(s), EXCEPT THOSE UNDER NO. 15 ( ). 8. No suits are pending against owner(s) in Federal or State court, EXCEPT THOSE UNDER NO. 15 ( ). 9. AFFIANT knows of no adverse claim to the subject property, and so far as AFFIANT knows there are no encroachments or boundary conflicts, EXCEPT THOSE UNDER NO. 15 ( ). 10. No outstanding home improvement loans are recorded, or unrecorded, EXCEPT THE FOLLOWING: 11. AFFIANT (or when on behalf of owner, such owner or any legal representative) has not heretofore sold, contracted to sell or conveyed any part of said property other than in connection with the sale and/or loan handled in the above numbered file. 12. No unpaid debts exist for electric or plumbing fixtures, water heaters, floor furnaces, air conditioners, radio or television antennae, carpeting, rugs, lawn sprinkling systems, venetian blinds, window shades, draperies, electric appliances, fences, street paving or any personal property or fixtures that are located on the subject property, and no such systems have been purchased on time payment contracts, and no security interests on such property are secured by financing statements, security agreement or otherwise, EXCEPT THE FOLLOWING: SECURED PARTY APPROXIMATE AMOUNT (USE NO. 15 FOR FURTHER EXPLANATION 1F NECESSARY) 13. No loans of any kind exist on subject property, EXCEPT THE FOLLOWING: CREDITOR APPROXIMATE AMOUNT Affidavit (As to Debts and Liens) 20-6433 GF No.: 20-6433 AFFIDAVIT AS TO DEBTS AND LIENS (Continued) 14. There are no parties occupying, renting, leasing, residing or possessing the Property or any portion thereof, nor is Affiant aware of any parties claiming title to the subject Property or any portion thereof by reason of adverse possession, except the following who do not have an option to purchase or right of first refusal as to the Property (if none, insert 'None' below; otherwise insert 'See Rent Roll attached' below and attach rent roil): See attached Rent Roll 16. EXCEPTIONS AND EXPLANATIONS: 16. AFFIANT UNDERSTANDS THAT THE PAYOFF AMOUNT(S) ON LOANS AND LIENS LISTED ABOVE ARE IN ACCORDANCE WITH STATEMENTS GIVEN BY THE SECURED PARTY, AND SHOULD THE SECURED PARTY REQUIRE ANY ADDITIONAL AMOUNT IN ORDER TO RELEASE SAID LOANS, AFFIANT (AND OWNER/BORROWER, IF OWNER/BORROWER IS AN ENTITY) AGREES TO PAY THAT ADDITIONAL AMOUNT AND HOLD ESCROW AGENT AND ITS UNDERWRITER HARMLESS FROM SUCH ADDITIONAL AMOUNT AND ANY OTHER LIEN NOT SPECIFICALLY REFERENCED ABOVE. Hertz Fort Worth Energy Way, LP, a Delaware limited partnership By: Name: Title: STATE OF COUNTY OF This instrument was sworn to, subscribed and acknowledged on of 2021 by , as of a General Partner of HERTZ FORT WORTH ENERGY WAY, LP, a Delaware limited partnership, on behalf of said limited partnership. Notary Public, State of My commission expires: (SEAL) Affidavit (As to Debts and Liens) 20.6433 12/21 /2020 M&C Review Official site of the Cite _F 1 II-1h I - CITY COUNCIL AGENDA FORT WO RT II DATE: 12/15/2020 REFERENCE M&C 20- LOG 13DELEGATED AUTHORITY TO NO.: 0910 NAME: PURCHASE NEW CITY HALL BUILDING CODE: G TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT. (CD 9) Authorize the Acquisition of Approximately 11.9 Acres of Land and Improvements Located at 100 Energy Way, Fort Worth, Tarrant County, Texas from Hertz Fort Worth Energy Way, L.P., and Pay Estimated Closing Cost for the New City Hall Building, Accept Assignment of Related Service and Lease Agreements, Adopt Appropriation Ordinances, and Amend the FY2021-2025 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of a contract of sale and purchase agreement with Hertz Fort Worth Energy Way, L.P. for the acquisition of approximately 11.9 acres of land and improvements, being Lot iR, Block 1 of the Pier 1 Addition, located at 100 Energy Way, Fort Worth, Texas, in the amount of $69,500,000.00; 2. Authorize the payment of estimated closing costs in the amount of $550,000.00; 3. Authorize the City Manager or his designee to accept the conveyance and execute and record the appropriate instruments; 4. Authorize the City Manager to accept assignment of all existing leases and service agreements; 5. Adopt attached ordinance increasing receipts and appropriations in the amount of $5,000,000.00 from available fund balance in the General Fund, for the purpose of transferring to the Tax Notes 2021A Fund for interim funding of earnest money costs related to the purchase, with such appropriations subject to reduction and related transfer subject to reversal, upon the sale of notes and receipt of proceeds; 6. Adopt attached ordinance increasing receipts and appropriations in the amount of $5,000,000.00 in the Tax Notes 2021A Fund transferred from the General Fund for the New City Hall project (City Project No. 103133) to pay interim funding of earnest money costs related to the purchase, with such appropriations subject to reduction and related transfer subject to reversal, upon the sale of notes and receipt of proceeds; and 7. Amend the FY2021-2025 Capital Improvement Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to seek approval to acquire a fee simple interest in land and improvements located at 100 Energy Way for use as a municipal facility. The property, commonly known as the Pier 1 Building, is a 440,000 square -foot, class AA office building located on the western edge of Fort Worth's central business district along the Trinity River at North Forest Park Boulevard and Belknap Street in downtown Fort Worth. The land and improvements are necessary for the new City Hall, which will consolidate the City's operations and functions. The purchase will reduce long term operating expenses by replacing older buildings with modern, efficient spaces tailored to city services as well as eliminate annual payments associated with leased facilities and partially offset the acquisition costs through the sale of administrative buildings and surface parking lots. The property owner has agreed to a purchase price of $69,500,000.00, subject to an independent appraisal. The mineral estate will not be acquired, and the deed will contain a surface waiver for the exploration of the mineral estate. The real estate taxes will be pro -rated with the seller being responsible for taxes due up to the closing date. The City will pay estimated closing costs up to $550,000.00. apps.cfwnet.org/council_packet/mc_review.asp? I D=28479&cou nciIdate=12/15/2020 1 /3 12/21/2020 M&C Review Upon City Council approval, staff will proceed with acquiring the fee simple interest in the property with improvements except for the mineral estate. Property F Ownership I Hertz Fort Worth Ener Property Property Address/Legal Amount Interest Size Description I- Property Fee Simple and gy W LImprovements rovements P 11.9 Acres ay) r -r r— Lot 1 R, Block 1, Pier 1 $69,500,000.00 Addition Total Estimated Closing Cost $550,000.00 $70,050,000.00 As part of the acquisition, the City will take assignment of all building service agreements, as well as the following leases: Tenant Suite PAE Applied Technologies, LLC FT500 Burns & McDonnell Engineering Co 1700 Ulrich Barn Builders, LLC 1800A Expiration Date 9/30/2030 8/31 /2024 6/30/2025 Property Damage Appraisers, Inc. 11900 11/30/2029 Cotten Schmidt & Abbott, LLP i 2000 1 12/31/2023 Separate M&Cs are on today's agenda for the issuance and sale of tax notes for the acquisition and renovation costs with any remaining funds to be used toward renovating the existing City Hall facility for continued municipal use. Funding for this project was not included in the FY2021-2025 Capital Improvement Program due to a change in strategy to expand the facilities for City Hall. The action in this M&C will amend the FY2021-2025 Capital Improvement Program as approved in connection with Ordinance 24446-09-2020. Budgets and appropriations in the accompanying 2021 Tax Note M&Cs will reflect the funding that supports the CIP change. Because the real estate transaction requires payment of $5,000,000.00 in earnest money prior to the anticipated closing of the notes, the attached ordinance appropriates available unencumbered fund balance to make that payment. The City will reimburse itself out of proceeds of the sale of the notes, with language to that effect included in the notes ordinance. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds are will be available in the General Fund and in the Tax Note 2021 A Fund for the City Hall Move 100 Energy Way project to support the approval of the above recommendations and the acquisition of the property. Prior to an expenditure being incurred, the Property Management and Financial Management Services Department have the responsibility of verifying the availability of funds. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by, Jay Chapa (5804) Originating Department Head: Reginald Zeno (8517) apps.cfwnet.org/council_packet/mc_review.asp?ID=28479&councildate=12/15/2020 2/3 12/21 /2020 M&C Review Additional Information Contact: Alex Laufer (2268) ATTACHMENTS 13DELEGATED AUTHORITY TO PURCHASE NEW CITY HALL BUILDING funds avail.docx 13DELEGATED AUTHORITY TO PURCHASE NEW CITY HALL BUILDING REC4.docx 13DELEGATED AUTHORITY TO PURCHASE NEW CITY HALL BUILDING REC5.docx Map.pdf apps.cfwnet.org/council_packet/mc_review.asp? I D=28479&cou nciIdate=12/15/2020 3/3