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HomeMy WebLinkAboutContract 56492 CSC No. 56492 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT(this"Agreement')is between TOTAL E&P USA REAL ESTATE,LLC("Seller")and CITY OF FORT WORTH("Buyer"),and will be effective as of the date on which the Title Company acknowledges receipt of a fully executed copy hereof, as evidenced by its signature below(the"Effective Date"). 1. The Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase that certain real property located in Tarrant County, Texas, consisting of approximately 23.88 acres as more particularly described on EXHIBIT A-1 attached hereto (the"Property")together with all of Seller's right,title and interest in and to all streets, alleys, easements and rights of way in, on, across,in front of, abutting or adjoining the surface of the Property and any other appurtenances belonging thereto. 2. Reservations;Use Restrictions. (a) Reservations. The conveyance of the Property shall not include, and the Deed (defined below) shall expressly exclude and reserve unto Seller, all of Seller's right,title and interest in and to all oil, gas and other minerals located in, on or under the Property and that may be produced therefrom (the "Mineral Rights");provided,however,the Deed shall provide that the use of the surface of the Property in connection with the exercise of the reserved Mineral Rights shall be restricted such that Seller waives all rights to the surface of the Property and the right to conduct operations of whatsoever nature with respect to the exploration for, exploitation of, mining, production, processing, transporting and marketing of oil, gas or other minerals from the surface of the Property but that nothing shall restrict or prohibit the.pooling or unitization of the portion of the Mineral Rights with land other than the Property, or the exploration or production of the oil, gas and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the Property,or by any other method that does not require ingress and egress over-the surface of the Property. The Deed shall also reserve to the Seller(i)a perpetual subsurface easement under and through the Property at depths below five hundred feet (500') below the surface of the earth for the placement of an unlimited number of well bores from oil or gas wells the surface locations of which are situated on tracts of land other than the Property,for the purpose of developing oil, gas and other minerals in and under the Property and/or any other lands,regardless of whether such other lands are pooled with or located near the Property and(ii) any rights to use subsurface reservoirs and pore space at depths below five hundred feet(500')below the surface of the earth in which to inject,dispose, sequester and/or store oil,gas and other minerals located in,on or under the Property but only to the extent, in each case that any such use of the Property,injection, disposal,storage,sequestration or storage must be accomplished without disturbing the surface of the Property or any improvements now or hereafter situated thereon and in compliance with all applicable laws. (b) Use Restrictions. Reference is made to that certain property located near the Property and more particularly described on EXHIBIT A-2 attached hereto (the "Operations Site"). The Deed shall also contain certain covenants, restrictions and easements which burden the Property in connection with the use of the Property and certain actions of Buyer and its successors as a result of the proximity of the Property to the Operations Site on and from which Seller and its affiliates, operators, lessees and others may conduct operations to mine,drill,explore,operate,produce, store,compress and transport oil,gas and other minerals,as more specifically set forth in the Deed and incorporated herein(the"Use Restrictions"). 3. Purchase Price. The purchase price for the Property shall be One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) (the"Purchase Price"), payable to Seller at Closing (as defined below)in the form of immediately available funds OFFICIAL RECORD CITY SECRETARY 29442493v.10 1 FT.WORTH, TX 4. Earnest Money. No later than forty-five(45)days following the Effective Date of this Agreement, Buyer.shall deposit the sum of Ten Thousand and No/100 Dollars($10,000.00)in the form of immediately available funds(together with any interest earned thereon,the"Earnest Money")and a signed copy of this Agreement with Fidelity National Title Agency — The Baker Firm,PLLC, 4541 Bellaire Drive South, Suite 101,Fort Worth,Texas 76109,Attn: Nikki Jackson(the"Title Company"). If Buyer fails to timely deposit the Earnest Money,then Seller shall have the right to terminate this Agreement by written notice to Buyer delivered at any time thereafter until such time as the Earnest Money is actually deposited. The Earnest Money shall be held by the Title Company in an interest-bearing, FDIC-insured, account. Any interest on the Earnest Money shall be a part of the Earnest Money and paid in accordance with the provisions of this Agreement. Upon the expiration of the Inspection Period(defined below),the Earnest Money shall be deemed immediately earned by Seller and nonrefundable to Buyer, except as expressly provided in this Agreement. The Earnest Money shall be applied towards the Purchase Price on the Closing Date(as defined below). 5. Feasibility Period. (a) Inspection Period. Buyer shall have the period of time (the"Inspection Period") beginning on the Effective Date of this Agreement and ending at 5:00 p.m. Central time on the date which is sixty(60) days thereafter, within which to conduct and obtain all inspections, examinations, investigations and tests as Buyer considers appropriate for determining the present condition of the Property and whether Buyer desires to complete the purchase of the Property in accordance with the terms hereof,at Buyer's sole cost and expense. (b) Inspection Period—Right to Extend. Buyer may extend the Inspection Period by thirty(30) days (the "Extension Period")by delivering written notice thereof to Seller and the Title Company on or before the expiration of the Inspection Period(the"Extension Notice"). (c) Feasibility Period. The "Feasibility Period" means, collectively, the period of time beginning on the Effective Date of this Agreement and ending upon the earlier of(i)the expiration of the Inspection Period and, as applicable,the Extension Period and(ii)December 14,2021. (d) Right to Terminate — Inspection Period. Buyer shall have the right to terminate this Agreement for any reason whatsoever or for no reason before the expiration of the Inspection Period by sending written notice thereof to Seller and the Title Company on or before the expiration of the Inspection Period. If Buyer delivers such notice of termination within the Inspection Period,then this Agreement shall terminate and have no further force or effect, and the Earnest Money shall be disbursed as follows: Seller shall receive the Independent Consideration and Buyer shall receive the balance of the Earnest Money promptly after Buyer delivers to Seller copies of all surveys, inspections, and reports that Buyer obtained for the Property. After such copies of all surveys, inspections, and reports that Buyer obtained for the Property are delivered to Seller,the parties agree that the Title Company shall be,and is hereby, instructed to disburse the Earnest Money in accordance herewith without the need for any additional authorization or documents executed at the time of such disbursement. (e) Right to Terminate—Extension Period. During the Extension Period,Buyer shall have the right to terminate this Agreement for any reason whatsoever or for no Treason before the expiration of the Extension Period by sending written notice thereof to Seller and the Title Company on or before the expiration of the Extension Period. If Buyer delivers such notice of termination within the Extension Period,then this Agreement shall terminate and have no further force or effect,and the Earnest Money shall be disbursed to Seller. The Title Company shall be,and is hereby,instructed to disburse the Earnest Money in accordance herewith without the need for any additional authorization or documents executed at the time of such disbursement. 29442493v.10 2 M 146 6. The Closing Date. The closing(the"Closing")shall take place at the Title Company's office on or before the earlier to occur of(a)the thirty-first(31'�day after the expiration of the Feasibility Period or (b)December 15, 2021 (such earlier date,the"Closing Date"). Neither party shall have the obligation to have an authorized representative physically present at the Closing. All documents and payments shall be delivered on the Closing Date in escrow at the place of Closing specified herein. Notwithstanding anything to the contrary,in no event will the Feasibility Period extend beyond the Closing Date. 7. Property Information. (a) Within five(5) business days after the Effective Date, Seller will deliver or cause to be delivered to Buyer copies of the following documents to the extent the same are in Seller's possession (herein,the"Property Information"),which Seller will have the option of delivering in an electronic format such as by e-mail or via a web-based data room: any prior survey of the Property and any prior environmental site assessment of the Property. (b) All of the Property Information is Confidential Information (as defined below). If the transaction contemplated by this Agreement fails to close for any reason whatsoever,Buyer shall promptly return to Seller all of the Property Information and will not retain any copies,extracts or other reproductions in whole or in part thereof. Further, any documents incorporating or generated from any such Confidential Information that are prepared by Buyer or its agents shall be destroyed, along with all copies and reproductions in whole or in part thereof. Further,any documents incorporating or generated from any such Confidential Information that are prepared by Buyer or its agents shall be destroyed, along with all copies and reproductions thereof. (c) The Property Information is provided to Buyer without representation or warranty as to the accuracy thereof, and Buyer agrees that Seller shall have no liability or responsibility for any inaccuracy thereof. Buyer, relying on its own evaluation of the Property, disclaims any reliance on the Property Information or on any statements (oral or written)which may have been made or may be made by Seller, Seller's broker, or any other party, concerning the Property Information. BUYER ACKNOWLEDGES AND UNDERSTANDS THAT THE PROPERTY INFORMATION AND ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO BUYER PURSUANT TO THIS AGREEMENT MAY HAVE BEEN PREPARED BY PARTIES OTHER THAN SELLER AND THAT NEITHER SELLER NOR ANY OF ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE MEMBERS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, BROKERS OR CONTRACTORS MAKE NOR HAVE MADE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY THEREOF. BUYER SPECIFICALLY RELEASES SELLER, AND ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, OFFICERS,EMPLOYEES,AGENTS,ATTORNEYS,BROKERS AND CONTRACTORS FROM ALL CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES WHETHER SUIT IS INSTITUTED OR NOT), WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT, ASSERTED AGAINST OR INCURRED BY BUYER BY REASON OF THE INFORMATION CONTAINED IN, OR THAT SHOULD HAVE BEEN CONTAINED IN, SUCH PROPERTY INFORMATION OR OTHER INFORMATION. 8. Property Inspections. (a) Subject to the terms hereof,Buyer shall have the right during the period from the Effective Date through the Closing Date (unless this Agreement is terminated earlier as provided herein), to enter upon the Property at all reasonable times and from time to time for any purpose contemplated by the terms and conditions hereof;provided,however,that any entry shall be at the sole cost,expense and risk of Buyer, 29442493v.10 3 M146 and that,except for the mere discovery of existing defects or conditions affecting the Property,Buyer hereby indemnifies and agrees to hold Seller harmless from and against any and all loss,cost or expense(including attorneys' fees and expenses)resulting, directly or indirectly, from any entry by Buyer, or any employee, agent, principal or independent contractor of Buyer, upon the Property. SUCH INDEMNIFICATION WILL BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW FOR THE BENEFIT OF SELLER, EVEN IF THE APPLICABLE CLAIM IS CAUSED BY THE ACTIVE OR PASSIVE, JOINT, CONCURRENT OR COMPARATIVE NEGLIGENCE OF SELLER, AND REGARDLESS OF WHETHER LIABILITY WITHOUT FAULT OR STRICT LIABILITY IS IMPOSED UPON OR ALLEGED AGAINST SELLER,BUT WILL NOT BE ENFORCED TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION HOLDS IN A FINAL JUDGMENT THAT A CLAIM IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SELLER. Buyer shall notify Seller not less than two(2)business days in advance of any such proposed entry, and Seller may(to the extent it timely makes personnel available)be present during any such entry by Buyer. Further,Buyer agrees to(i)satisfy any and all mechanic's liens which may be filed or threatened against the Property as a result of such entry by Buyer, or any of its employees, agents,principals or independent contractors, onto the Property, and(ii)if this transaction does not close,repair any damage to the Property caused by Buyer, or its employees,agents,principals or independent contractors,and restore the Property to substantially the same condition existing at the time immediately prior to any such damage. Prior to any entry on the Property, Buyer shall provide to Seller evidence of self insurance and workers' compensation, if required in accordance with applicable state law. No inspection of the Property by Buyer shall interfere with the operation of the Property or the conduct of business thereon. Nothing in this Agreement is intended to nor shall it be construed as a waiver of any immunity to which Buyer is entitled under the Constitution of the State of Texas and by other applicable law. Any indemnification and hold harmless provisions set forth in this Agreement are applicable to Buyer only to the extent that such provisions are enforceable under the Constitution of the State of Texas and by other applicable law,but do not expand or increase the liability or scope of Buyer's liability under the Constitution of the State of Texas and by other applicable law. (b) Seller hereby consents to Buyer conducting a Phase I Environmental Site Assessment of the Property(a"Phase T')during the Inspection Period,if it so desires,and Buyer shall promptly furnish a copy thereof to Seller. If, as a result of the Phase I which Buyer so obtains,Buyer deems it appropriate to have a Phase 11 Environmental Site Assessment (a"Phase IT') of the Property performed, Buyer shall present Seller with a detailed plan or proposal for the conducting of the Phase II for Seller's prior approval thereof. Buyer shall obtain Seller's prior written approval or consent before performing the Phase II in the manner so proposed,which said consent or approval of the Phase II can be granted or denied by Seller in its sole and absolute discretion. Seller may have a representative present at any time that Buyer or its representative is on the Property for any and all such inspection, examination, investigation and testing of the Property. Buyer shall provide Seller at least seventy-two(72)hours' advance written notice before it conducts any Phase II test to which Seller has given its prior written consent. All information obtained related to such inspections, examinations, investigations and tests of the Property shall be considered Confidential Information(defined below). (c) Buyer's obligations and liabilities under this Section 8 shall survive the termination of this Agreement or the Closing,whichever is applicable. 9. Governmental Approvals. Buyer shall be solely responsible, at Buyer's sole cost and expense, for obtaining all governmental approvals necessary for Buyer's intended use and development of the Property, including,without limitation, zoning(collectively,the"Approvals"). Buyer shall not make any submissions or applications to, or correspond with, any governmental entity regarding the Property with respect to such Approvals without Seller's prior written consent,which consent shall not be unreasonably 29442493v.10 4 M 146 withheld. Seller shall reasonably cooperate with Buyer's efforts to obtain the Approvals, at no cost or liability to Seller. Seller acknowledges that Buyer may need to obtain`Approvals that will be conditioned upon Buyer's acquisition of the Property, and that such Approvals, which shall only be effective after Closing,shall be permitted. 10. Title& Survey. (a) As soon as practicable after the Effective Date,Seller will cause the Title Company to issue and deliver to Buyer a current TLTA Form T-7 Commitment for Title Insurance(the"Title Commitment") for a standard TLTA Form T-1 Owner's Policy of Title Insurance in the amount of the Purchase Price (the"Title Policy"). Within twenty(20) days after the Effective Date, Buyer shall obtain a new ALTA/NSPS Land Title Survey of the Property made in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys and certified to Buyer, Seller, and the Title Company, dated after the Effective Date,by a registered professional surveyor(the"Survey"). As soon as reasonably possible after receipt of the finalized Survey,Buyer shall provide a copy thereof to Seller. The costs of the Survey shall be the responsibility of Buyer, notwithstanding whether or not the transactions contemplated hereby actually close. (b) Not later than five (5) days after the date that Buyer receives the Title Commitment and the Survey,whichever is received last(the"Objection Deadline"),Buyer shall give written notice to Seller and the Title Company(the"Objection Notice") of any matters contained in the Title Commitment or the Survey to which Buyer objects (the"Title Objections"). For purposes of determining the Objection Deadline, the Survey will be deemed received by Buyer on the date of actual receipt or on the deadline under this Agreement for Buyer to obtain the Survey,whichever date is earlier. Seller shall not be obligated to cure or attempt to cure any Title Objection; provided, however, it shall be a condition (the "Title Exception Condition")to Buyer's obligation to purchase the Property under this Agreement(i)that Seller pay or satisfy out of the Seller's proceeds at Closing all voluntary liens or deeds of trust filed against the Property arising by, through, or under Seller, (ii)that Seller pay or satisfy out of the Seller's proceeds at Closing all mechanic's liens arising by, through, or under Seller, and (iii)that the Deed be executed and delivered without exception to any Title Objection to which Seller agrees in writing to cure and/or have removed pursuant to a written amendment to this Agreement executed by Seller and Buyer(such items i LHI and fiW being the"Non-Permitted Exceptions"). (c) If the Title Exception Condition is not satisfied as of the Closing Date, Seller shall have the right to extend the Closing Date for a period of time not to exceed ten(10)days in order that Seller may attempt to satisfy the Title Exception Condition. If the Title Exception Condition is not satisfied as of the expiration of such ten(10)day period, Buyer shall either: (i)terminate this Agreement within five(5)days thereafter by giving written notice of termination to Seller within said period,whereupon the Earnest Money shall be promptly returned to Buyer and the parties shall have no further obligations hereunder other than any surviving obligations, or(ii)waive the Title Exception Condition as to any Non-Permitted Exceptions not cured and/or removed and proceed to Closing, in which case such Non-Permitted Exceptions shall be Permitted Exceptions. (d) The Property shall be conveyed subject to the following matters (the "Permitted Exceptions"): (i) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date,subject to proration as provided in this Agreement; 29442493v.10 5 M146 (ii) local, state and federal laws, ordinances or governmental regulations, including, but not limited to,building and zoning laws,ordinances and regulations,now or hereafter in effect_ relating to the Property; (iii) all other matters evident on the ground, shown on any survey provided to or obtained by Buyer, or which would have been shown by a current ALTA Land Title Survey, including, without limitation, any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions,or any overlapping of improvements,except any such matters that are a Non-Permitted Exception; and (iv) all other documents and instruments of record in the real property records of the county in which the Property is located, except any such matters that are a Non-Permitted Exception. 11. The Closing. (a) Seller's Closing Requirements. At the Closing, Seller will: (i)execute, acknowledge and deliver a special warranty deed in the form attached to this Agreement as EXHIBIT B(the"Deed"),subject to the insertion of the Permitted Exceptions; (ii)execute and deliver a declaration of nonforeign status; (iii)deliver evidence that the person executing Seller's closing documents is authorized to bind Seller; (iv)execute and deliver a closing or settlement statement prepared by the Title Company and approved by Seller detailing the net proceeds due to Seller,after taking into account the allocation of closing costs under this Agreement; and(v) execute and deliver any notices, affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing. (b) Buyer's Closing Requirements. At the Closing, Buyer will: (i)pay the Purchase Price in immediately available funds, credit being given for the Earnest Money; (ii)execute and deliver a closing or settlement statement prepared by the Title Company and approved by Buyer detailing the gross amount due from Buyer, after taking into account the allocation of closing costs under this Agreement; and (iii)execute and deliver any notices, affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing. (c) Closing Costs. Seller and Buyer shall pay the closing costs as follows: (i) Taxes. The real and personal property taxes for the Property for the year in which the Closing occurs shall be prorated on a calendar year and per-diem basis as of the Closing Date (based on actual ad valorem taxes for the year preceding the Closing),with Seller paying for such taxes through the Closing Date and Buyer paying for such taxes thereafter. If this sale or Buyer's use of the Property after Closing results in the assessment of additional taxes,penalties or interest (the"Roll Back Taxes")for periods prior to Closing,the Roll Back Taxes will be the obligation of Buyer. Obligations imposed by this paragraph will survive Closing. (ii) Fees and Costs. Seller and Buyer shall split equally any and all customary closing costs, fees and other charges of the Title Company. Buyer and Seller shall pay their respective attorneys' fees. (iii) Recording Fees. Buyer shall pay the costs for recording the Deed. Seller shall pay the costs of recording any document to cure a Title Objection which Seller elects to cure, and any and all other recording costs shall be paid by Buyer,including for any financing. 29442493v.10 6 M146 (iv) Title Policy. Seller shall pay the costs to issue the Title Commitment and the premium for the basic Title Policy. Buyer shall pay the costs of any additional premiums for endorsements or extended coverage, including the costs associated with the removal of the so-called survey exception. Buyer shall pay all costs associated with any title costs for financing, including lender's title insurance premiums,if any. (v) Survey. Buyer shall pay the cost and expense of the Survey. (d) Possession. On the Closing Date, Seller shall deliver possession of the Property to Buyer, free,clear and discharged of possession or use and the right of possession or use by any and all individuals and entities except for the Permitted Exceptions. 12. Representations and Warranties. (a) Seller represents and warrants to Buyer that Seller is a duly organized and validly existing limited liability company in good standing under the laws of the state of its organization. Seller has or will have as of the Closing full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto, and any required action and approvals therefor have been or will be as of the Closing duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are or will be as of the Closing duly authorized to sign the same on Seller's behalf and to bind Seller thereto. Neither the execution, delivery or performance of this Agreement by Seller,nor the consummation of the transactions contemplated hereby will violate any order,judgment,injunction,award or decree of any court or arbitration body,by or to which Seller or the Property are or may be bound or subject. All representations and warranties of Seller set forth herein shall survive the Closing or earlier termination of this Agreement for a period of six(6)months; and all suits or actions for breach of any such representations or warranties must be brought within two(2)years and one(1)day following the date on which the cause of action shall have accrued during the six(6) month survival period, any longer statute of limitations period for the bringing of such actions being hereby waived. (b) Buyer has full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Buyer pursuant hereto. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Buyer are and shall be duly authorized to sign the same on Buyer's behalf and to bind Buyer thereto. Neither the execution,delivery or performance of this Agreement by Buyer,nor the consummation of the transactions contemplated hereby will (a) violate or conflict with any provision of the organizational documents of Buyer, or(b)violate any order,judgment, injunction, award or decree of any court or arbitration body,by or to which Buyer is or may be bound or subject. All representations and warranties of Buyer set forth herein shall survive the Closing or earlier termination of this Agreement for a period of six(6)months. 13. Disclaimers: Releases and Limitations. (a) BUYER REPRESENTS AND WARRANTS TO SELLER THAT BUYER IS A KNOWLEDGEABLE,EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. BUYER ACKNOWLEDGES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 12 (AS LIMITED BY THIS SECTION 13) AND IN THE DEED, BUYER , DISCLAIMS ANY RELIANCE UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, BROKER, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES. 29442493v.10 7 M146 (b) WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE PRECEDING PARAGRAPH, AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, SELLER AND BUYER AGREE THAT BUYER IS TAKING THE PROPERTY"AS IS," "WHERE IS" AND"WITH ALL FAULTS"AND WITH ANY AND ALL LATENT, AND PATENT DEFECTS AND THAT THERE IS NO WARRANTY OR REPRESENTATION,EXPRESS OR IMPLIED,OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO HABITABILITY, MARKETABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE) MADE BY SELLER WITH RESPECT TO THE PROPERTY (EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 12 (AS LIMITED BY THIS SECTION 13)AND IN THE DEED, ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH EXPRESS AND IMPLIED, ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BUYER ACKNOWLEDGES THAT IT HAS BEEN OR WILL BE GIVEN ADEQUATE TIME TO CONDUCT WHATEVER EXAMINATION, EVALUATIONS, INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY AND ITS CONDITION AS BUYER MAY DESIRE OR DETERMINE WARRANTED, AND THAT BUYER DISCLAIMS ANY RELIANCE ON ANY REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR ITS CONDITION BY SELLER(EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 12 (AS LIMITED BY THIS SECTION 13) AND IN THE DEED) OR ANY OF SELLER'S AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, BROKER, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER OR ANY OF ITS AFFILIATES,BUT BUYER IS RELYING SOLELY ON ITS OWN EXAMINATION, EVALUATIONS,INSPECTIONS,REVIEWS, STUDIES OR TESTS OF THE PROPERTY. (c) WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS,EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 12 (AS LIMITED BY THIS SECTION 13), BUYER EXPRESSLY RELEASES AND DISCHARGES SELLER AND ITS AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS, BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS,CLAIMS,ADMINISTRATIVE PROCEEDINGS,JUDGMENTS,DAMAGES,FINES, COSTS,AND LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE"CLAIMS") (WHETHER KNOWN OR UNKNOWN,AND WHETHER CONTINGENT OR LIQUIDATED),INCLUDING,BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE-A RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically includes any Claims under any Environmental Laws or with respect to any Environmental Risk. "Environmental Laws"means all applicable legal requirements regarding health,safety or the environment and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act(42 U.S.C. §§ 6901 et seq.),the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.),the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§2601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.),the Occupational Safety and Health Act(29 U.S.C. §§ 651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et seq.), and the Safe Drinking Water Act(42 U.S.C. §§ 300f et seq.), as any of the same may be amended from time to time,and any other state or local law dealing with environmental matters,and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of whether the same are in existence on the Effective Date of this Agreement. IT IS SPECIFICALLY INTENDED BY SELLER AND BUYER THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, 29442493v.10 8 M 146. WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES [INCLUDING SELLER], WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE). An "Environmental Risk" consists of (i)the presence of any asbestos or asbestos-containing materials, (ii)the presence, Release,threatened Release, discharge, or threatened discharge of any radioactive materials or"hazardous substance" or "hazardous waste" (as defined by any Environmental Laws), or (iii)the presence, Release, threatened Release, discharge, or threatened discharge of any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). "Release" shall mean, without limitation, any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,or disposing into the environment(including the abandonment or discarding of barrels,containers and other closed receptacles). ; (d) THE PROVISIONS OF THIS SECTION 13 SHALL SURVIVE CLOSING WITHOUT LIMITATION. 14. Commissions. Contingent entirely on the completion of the Closing of the transaction contemplated hereby in accordance with the terms hereof, then at Closing, Seller shall pay a real estate commission to Stacey LeBlue of EXP Realty, LLC ("Broker") in accordance with a separate agreement. Both parties represent and warrant to each other that neither has dealt with any broker or finder(other than the Broker) in respect to the transaction contemplated hereby. Seller covenants and agrees that it will defend,indemnify and hold the Buyer harmless from and against all liabilities,claims,demands and actions by third parties for brokerage,commission,finder's or other fees relative to negotiation or execution of this Agreement, or the purchase and sale of the Property, and any court costs, attorneys' fees or other costs or expenses arising therefrom, alleged to be due to the indemnifying party's acts. Such indemnities shall survive any termination or Closing of this Agreement. 15. Risk of Loss. (a) Material Casualty. All risk of loss to the Property shall remain with Seller prior to Closing. If the Property is damaged by any casualty or other occurrence prior to the Closing, Seller shall promptly notify Buyer in writing (the"Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's good faith reasonable determination as to whether or not the casualty damage is covered by Seller's insurance. If the Property is materially damaged prior to Closing and Seller is either unable or unwilling to restore the Property prior to Closing to substantially the same condition it was prior to the casualty, then at Buyer's sole option, Buyer may (i)elect to terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date, in which event the Earnest Money shall be returned to Buyer, all obligations of the parties hereunder shall terminate (other than those matters which expressly survive the early termination of this Agreement), and this Agreement shall otherwise have no further force and effect,or(ii)elect to take the Property as it then is,in which event the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price. Buyer's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to proceed to close the transaction in accordance with the terms of this Agreement. (b) Eminent Domain. In the event all or any material portion of the Property is taken by eminent domain or any eminent domain or condemnation proceeding is instituted (or notice of same is given)prior to Closing, Seller shall promptly notify Buyer in writing which shall include a description-in reasonable detail of the property to be taken. In such event then at Buyer's sole option,Buyer may(i)elect to terminate this Agreement by giving written notice of such election to Seller and terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date, in which event the Earnest Money shall be returned to Buyer, all obligations of the parties hereunder shall 29442493v.10 9 M 146 terminate (other than those matters which expressly survive the early termination of this Agreement), and this Agreement shall otherwise have no further force and effect,or(ii)elect to proceed to Closing,in which event Buyer shall take the Property as it then is. Buyer's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to proceed to close the transaction in accordance with the terms of this Agreement. As used herein, a "taking" shall be deemed to include a voluntary conveyance in lieu of a taking by eminent domain. 16. Default and Remedies. (a) Default by Seller. In the event the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller,Buyer..,may,as Buyer's sole and exclusive remedy, elect by notice to Seller within five(5)days following the scheduled Closing Date, either of the following: (i)terminate this Agreement, in which event Buyer will receive from the Title Company the Earnest Money,whereupon Seller and Buyer will have no further rights or obligations under this Agreement(other than those matters which expressly survive the early termination of this Agreement); or(ii)seek the remedy of specific performance of the Agreement,and in either event,Buyer hereby waives all other remedies,including,without limitation, any claim against Seller for damages of any type or kind, including,without limitation, consequential or punitive damages. Failure of Buyer to make the foregoing election within the foregoing five(5) day period shall be deemed an election by Buyer to terminate this Agreement and receive from the Title Company the Earnest Money,whereupon Seller and Buyer will have no further rights or obligations under this Agreement(other than those matters which expressly survive the early termination of this Agreement). (b) Default by Bever. In the event of a default by Buyer under Section 11(b)of this Agreement (The Closing),Seller,as its sole and exclusive remedy for such default,shall have the right to terminate this Agreement and receive or retain the Earnest Money, such sum being agreed upon as liquidated damages for the failure of Buyer to perform this Agreement and because of the difficulty, inconvenience and uncertainty of ascertaining Seller's damages. In the event of any other default by Buyer under this Agreement, which default remains uncured for a period of five (5) days after Seller's delivery of written notice thereof, Seller.shall have the right to terminate this Agreement and receive or retain the Earnest Money as liquidated damages or Seller shall have the right to pursue all other remedies available at law or in equity. No delay in the exercise of any right or remedy accruing to Seller upon any breach by Buyer under this Agreement will impair such right or remedy or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Seller of any condition or the breach of any term, covenant or condition in this Agreement will not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term,covenant or condition in this Agreement. Notwithstanding the foregoing,nothing contained herein will limit Seller's remedies at law,in equity or as herein provided in the event of a breach by Buyer of any of the matters which expressly survive Closing or those matters which expressly survive the early termination of this Agreement. (c) Consequential and Punitive Daman. Each of Seller and Buyer waive any right to sue the other for any consequential or punitive damages or lost profits for any matter or claim arising under this Agreement. This Section 16(c)shall survive Closing or early termination of this Agreement. 17. Miseellaneous. (a) Anti-Corruption. Buyer agrees to fully comply with Seller's Anti-Corruption policy set . forth on EXHIBIT C attached hereto. In the event of a conflict between the terms and provisions of EXHIBIT C and the remainder of this Agreement, the terms and provisions of this EXHIBIT C shall govern and control. The entirety of EXHIBIT C attached hereto is incorporated herein by this reference. 29442493v.10 10 M 146 By its execution of this Agreement, Buyer shall be deemed to have agreed to the terms, conditions, and provisions of EXHIBIT C attached hereto. (b) Severability. If any provision of this Agreement shall be held to be void or unenforceable for any reason,the remaining terms and provisions hereof shall not be affected thereby. (c) Time. Time is of the essence of this Agreement; however, if the terms of this Agreement provide for the performance of any act or the expiration of any time period on a Saturday,Sunday or federal or City of Fort Worth holiday, the due date or the expiration date shall take place on the next date that is not a Saturday, Sunday or federal or City of Fort Worth holiday. (d) Binding Effect:Assignment. The provisions of this Agreement shall inure to the benefit of and bind the legal representatives, successors, and permitted assigns of the parties hereto. Buyer may not assign this Agreement without first obtaining Seller's prior written consent thereto,which can be withheld or denied in Seller's sole and absolute discretion;provided,however,that Buyer shall be entitled to assign this Agreement to any entity controlled by,controlling,or under common control with Buyer provided such assignee(i)fully assumes in writing all obligations hereunder(but without any release of Buyer from any liability hereunder), (ii)shall have agreed in writing to EXHIBIT C attached hereto, and(iii)Buyer shall notify Seller in advance in writing. Any assignment in contravention of this Section shall be void. No assignment consented to by Seller shall release Buyer herein named from any obligation or liability under this Agreement. Any assignee shall be deemed to have made any and all representations and warranties made by Buyer hereunder,as if the assignee were the original signatory hereto. (e)_ Amendment and Waiver. This Agreement may be amended only by an instrument in writing executed by Seller and Buyer,with a copy sent to the Title Company. Either Buyer or Seller may waive any requirement to be performed by the other,provided that said waiver shall be in writing and executed by the party waiving the requirement. (f) Integrated Agreement. This Agreement,together with the Exhibits hereto, constitutes the entire agreement between Buyer and Seller relating to the sale and purchase of the Property, and there are no agreements, understandings, restrictions, warranties, or representations with respect to the Property between Buyer and Seller other than those set forth herein. (g) Choice of Law. It is the intention of Seller and Buyer that the laws of Texas shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and obligations of Buyer and Seller hereunder. Venue for any suit brought under this Agreement shall be in`a court of competent jurisdiction in Tarrant County, Texas. (h) Confidentiality. Buyer agrees to treat as confidential the existence of this Agreement and the terms hereof(including,but not limited to,the Purchase Price),all of the information which is a part of the Property Information and any proprietary, confidential or otherwise nonpublic data, information and knowledge relating to the Property which is provided to or acquired by Buyer, regardless of the source thereof(the"Confidential Information"). Buyer agrees not to disclose,reveal or divulge any Confidential Information to any other entity or person whomsoever, except for Buyer's legal counsel, bank, financial institution, or entity funding or proposing to fund participation by Buyer including any professional consultants_and advisors in connection with this Agreement(and in such event,Buyer shall direct its counsel or other such advisors not to disclose,reveal or divulge any such Confidential Information and Buyer shall be liable for any breach hereof by such counsel or advisors), or to use the Confidential Information other than in connection with this Agreement. This provision and the obligations hereunder shall survive any termination of this Agreement and shall continue in full force and effect until the earlier of(i)the Closing of the purchase and sale under this Agreement, or (ii)that date which is two(2) years after the date on 29442493v.10 11 M 146 which this Agreement is terminated. The foregoing shall not preclude any required Closing disclosures such as any declarations or other filings, or disclosure required by law or governmental regulation, including, but not limited to, a court order, subpoena, civil investigative demand or similar or judicial, legislative,regulatory, or administrative body, committee or process. Notwithstanding anything in this Agreement to the contrary,Buyer is a government entity under the laws of the State of Texas and all documents held or maintained by Buyer, including Confidential Information, are subject to disclosure under the Texas Public Information Act;to the extent the Agreement requires that Buyer maintain records in violation of the Act,Buyer hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. (i) Notice. Any notices or other communications required or permitted by this Agreement shall be in writing and delivered personally, or by messenger or a nationally recognized overnight courier service, or by email, or alternatively, shall be sent by United States certified mail,return receipt requested. The effective date of any notice shall be(i)if by personal delivery, messenger or courier service,the date of delivery of the notice, (ii)if mailed, on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as undeliverable, as the case may be, or(iii)if by email,on the date the email is sent if the email is sent prior to 5:00 p.m.Central time or on the date after the email is sent if the email is sent after 5:00 p.m. Central time. Notices on behalf of either parry may be given by the attorneys representing such parry. The parties hereby designate the addresses set forth below as their respective notice addresses under the Agreement. If to Seller: If to Buyer: c/o TEP Barnett USA,LLC City of Fort Worth 1201 Louisiana Street, Suite 1800 Property Management Department Houston,Texas 77002 900 Monroe Street, Suite 404 Attn: Legal Department Fort Worth, TX 76102 E-mail: rich.frazier@total.com Attn: Ricky Salazar c/o TEP Barnett USA,LLC E-mail: Ricardo.Salazar@fortworthtexas.gov 301 Commerce Street, Suite 3701 Fort Worth,Texas 76102 With a copy to: Attn: Julie Jones,P.E. E-mail: juliejones@total,.com City Attorney's Office 200 Texas Street With a copy to: Fort Worth, TX 76102 Attn: Matthew Murray Jackson Walker LLP E-mail: Matthew.Murray@fortworthtexas.gov 1401 McKinney Street, Suite 1900 Houston,Texas 77010 Attn: Thad H.Armstrong E-mail: tarmstrong@jw.com 0) Full Execution. This Agreement shall be deemed fully executed and binding upon Buyer and Seller and if and when Buyer and Seller have executed this Agreement or separate counterparts and Buyer has deposited the Earnest Money with the Title Company. The Title Company's execution of this Agreement shall not be required for full execution of this Agreement but shall merely evidence the Title Company's acceptance of its obligations hereunder as set forth below. 29442493v.10 12 M 146 (k) Non-Survival. Except as otherwise stated in this Agreement, all terms and provisions contained in this Agreement shall merge into the documents executed and/or delivered at Closing and shall not survive Closing. (1) Limitation of Liability. In no event whatsoever shall Seller's liability (if any) under this Agreement and the Closing documents (including any such liability for attorneys' fees and expenses) exceed,in the aggregate, an amount equal to the Purchase Price. In addition,in no event whatsoever shall recourse be had or liability asserted against any of Seller's members, shareholders, employees, agents, directors, officers or other owners of Seller or their respective constituent partners. Seller's direct and indirect shareholders, partners, members, beneficiaries and owners and their respective trustees, officers, directors, employees, agents and security holders, assume no personal liability for any obligations entered into on behalf of Seller.under this Agreement and the Closing documents. (m) No Encumbrances Prior to Closing. After the Effective Date and until Closing or termination of this Agreement, Seller shall not grant any easements and/or rights-of-way over or through the Property, convey the Property or any interest therein to any third party, or further encumber or enter into any agreements affecting the Property without the prior written consent of Buyer,which consent may be withheld by Buyer in its sole discretion, nor shall Seller construct or install on the Property any improvements or allow any existing improvements,natural deposits,resources,or vegetation thereon to be wasted,removed,sold,or in any way encumbered without the prior written consent of Buyer,which consent may be withheld by Buyer in its sole discretion. Notwithstanding any provision to the contrary, during such period, Seller shall not market the Property,negotiate with third parties for the sale of the Property or enter into back-up contracts for the sale of the Property. Seller shall, at no cost to Seller, reasonably cooperate with Buyer in connection with any entitlements, applications, surface waivers or surface use agreements(including, without limitation, by not unreasonably withholding Seller's consent to, approval of, or execution of such documents)that Buyer may wish to seek from governmental authorities, oil and gas lessees and operators or mineral owners prior to Closing. This paragraph shall not apply to the Mineral Rights. (n) Recordation. Buyer shall not to record this Agreement or any memorandum hereof in any public records and any efforts to record or the recording of this Agreement or any memorandum hereof shall be an event of default. (o) Sophistication of the Parties. Each party to this Agreement hereby acknowledges and agrees that it has consulted legal counsel in connection with the negotiation and preparation of this Agreement, that it is sophisticated and experienced in real estate transaction matters, and has bargaining power equal to that of the other parties hereto in connection with the negotiation and execution of this Agreement. (p) Counterparts. This Agreement may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument,but all counterparts hereof taken together shall constitute one and the same instrument. (q) Patriot Act. Buyer (which for this purpose includes its partners, members, principal stockholders and any other constituent entities) (i)has not been designated as a "specifically designated national and blocked person"on the most current list published by the U.S.Treasury Department Office of Foreign Assets Control at its official website,http://www.treas.gov/ofac/tl 1 sdn.pdf, or at any replacement website or other replacement official publication of such list and (ii)is currently in compliance with and will at all times during the term of this Agreement(including any extension thereof)remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, executive order (including the September 24,2001, executive order blocking property and 29442493v.10 13 M 146 prohibiting transactions with persons who commit, threaten to commit, or support terrorism), or other governmental action relating thereto. (r) Sovereign Immunity.Nothing herein constitutes a waiver of Buyer's sovereign immunity. To the extent this Agreement requires Buyer to waive its rights or immunities as a government entity,such provisions are hereby deleted and shall have no force or effect. (s) No Debt. In compliance with Article 11 § 5 of the Texas Constitution,it is understood and agreed that all obligations of Buyer hereunder are subject to the availability of funds.If such funds are not appropriated or become unavailable,Buyer shall have the right to terminate this Agreement except for those portions of funds which have been appropriated prior to termination. Nothing contained herein shall ever be construed so as to require Buyer to create a sinking fund or to access,levy,assess,and collect any tax to fund its obligations under'this Agreement. 18. Leeal Notices. (a) Texas Real Estate Licensing Act. The Texas Real Estate License Act requires a real estate agent to advise Buyer that he should have an attorney examine an abstract of title to the Property being purchased; or a title insurance Policy should be obtained. Notice to that effect is,therefore,hereby given to Buyer. (b) Annexation. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is, located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information. (c) Notice Regarding Possible Liability for Additional Taxes. Seller notifies Buyer under Section 5.010,Texas Property Code,as follows: If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value,the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition,the transfer of the land or a subsequent,change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change. 19. Independent Consideration. Notwithstanding anything herein to the contrary, a portion of the Earnest Money in the amount of$100.00 shall be nonrefundable to Buyer and will be paid over to Seller upon any termination of this Agreement as independent consideration for this Agreement(the"Independent Consideration"). Any term or provision herein which provides for the return of the Earnest Money to Buyer shall mean the Earnest Money, less the Independent Consideration which shall be promptly paid over to Seller. The Independent Consideration shall be applied towards the Purchase Price on the Closing Date. END OF PAGE—CONTINUED ON NEXT PAGE 29442493v.10 14 M146 DocuSign Envelope ID:36236696-666D-4A35-61 E6-C8E84D349489 SELLER: TOTAL E&P USA REAL ESTATE,LLC, a Delaware limited liability company DoeuSigned by: By:_ V to a its President and Chief Executive Officer Date: 10/12/2021 BUYER: CITY OF FORT WORTH By: Name: Title: Date: TITLE COMPANY: Me T'g Company acknowledges receipt of this Agreement fully executed by/Seller and Buyer on 2021. Fidelity N al Title A ncy—The Baker Firm,PLLC The Title Company acknowledges receipt o the Earnest Money on , 2021. Fidelity National Title Agency—The Baker Firm,PLLC By: t OFFICIAL RECORD CITY SECRETARY 29442493v.10 15 FT. WORTH, TX SELLER: TOTAL E&P USA REAL ESTATE,LLC, a Delaware limited liability company By: Dave Leopold, its President and Chief Executive Officer Date: BUYER: CITY OF FORT WORTH Nampana Burghdoff Title:A"ist +Cty M ge Date:Oct 15,2021 TITLE COMPANY: The Title Company acknowledges receipt of this Agreement fully executed by Seller and Buyer on ,2021. Fidelity National Title Agency—The Baker Firm, PLLC By: The Title Company acknowledges receipt of the Earnest Money on__----,2021. Fidelity National Title Agency—The Baker Firm,PLLC By: OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 29442493v.10 15 M 146 _ s Attest: aqG FORT�aa a ` 000000° Melissa Brunner ~o °004 0 City Secretary 000 S=d ° °o° �d 0 M&c 21 -0644 ��� °°r°000°s°gip Date: 9/14/2021 �Zt�nEXAoo p APPROVED AS TO LEGALITY AND FORM Assistant City Attorney 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. i cky Salazar Assistant Director,Property Management Department OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX EXHIBIT A-1 THE PROPERTY M146 Legal Desa:rlpti m SING a,Za.0 Wt met of l "ate d lit tht Roberti, 134 in ftChyo Fort Worth.TanUt County T and being a tract of fa vcyW W +y i G.C "d 1v w a en", . :GtThe Zen Fwmil}ll g Trust by deed recoraied-€o County Clerk's Pile;*a-19717SZ98, ocft Deed Rtcorols of Tarrant County,Texs4 sit balag ature paartslouhaiy descrMcd as follawr. EG i41,NG a*,m 112 inch'iron red found for,the sonth. west comer sat Wrk of Seanercat an § ilfb to at city of Fort ortA,Tarraut Casartetg.Tettaa,g asrd ng to the plat thereof recorded in Cabinet A SUO.dto'�,oftke Flat Records of Tarrant Co%Aty,Ttns sameta ag In the ew ling of sadd Gentry traA Sambelog the narthww carner ofa tract of lanai 6onvvycd to Sari W44dall Est a tstl by deed retarded to °4ti31dme 9146:Page t ofthe Deed RecordsvI-Tarravt Caducyj Tazari tom,a distauct of IQ feet to a 3/4 hraeh boas fstpaefiaiwd for earoer,WA.polnt beluga the southew comer of's4d Gen�y tract,sates being the nortbeast comer of*calkd 34.72 2,cre tru t;of laud conveyed to Hosmil 13esne'wpwwl Company; TISENCE Sou S0 deg.53 a3AA.35 bra:.Wast.a!=%dmommon line of*0d a%ry tract,•atoil said B+aswell tract,a 41stauce of IM,39 feet to a'1l2 inch fr@ra raid set for eur ,ucr,said pointbeing tha southwesa;tamer of said Gentry trAt4saMebeing in ih&wust€ t ofar of land conveyed to Bruce'L_50swell,PaUlda Ileac 13orw dl and Farriafi vivicaue:Bsasw e14 co-:rr cstc ess of IM panida viviezza Moswelf hT4vocable Tr atrt; acgratme st ts3 aleetl recorded In Volume 7i ;Page 170,0r€bc.Dwd Itecards fat'TarrsofCounty,Taus &NCE North 00 de.g_, 50 min.41 roc 1i esi.rafoag the Ca}tf""A lane of salt!Caentq Wit;and ask 8xvce 11— Bos-ef3 Putrld's Dar Bmwelt aard Pubiviai Vivlcmals aswoI,C*-Trustcmof 1090 Fatrir"ae.Vivirave MWS1 frre=mcahle Truo Aga giant taart.a distaa3ce of Il D 110 feet to a 112 inch ir"roA set for cortex,sed puba being the usrthut'.1 tarne>r cafsaafd ovatry tract,%,%merbeing tha snasf easterly northeast corner of said Brute I..34swe Patricia Dean Boswell and Faerieia Vivievat Sovwc1l,Co-Trasues of I380 Patricia Vivitavc Bos U Irrevocable Tracer Agreement w4et.saaaae being in the:&mvtb hare of Me&7,of Sandy Oak.%uu Addict.an tts d;te City of Fort Worth.Tarrant County,Tawas,AcmrdUtg to the plot thereafrecarded In Volume M416,ftge 14 or the 1 [Rfto4s of Tarrant C aty,Texas-, THE C F North 90 at .W Min.44,sec.F.W,along the cmaalmea Bar of said Gentry tract and said Slact.7, the soatheast eoraer at*il.d Work 7.same Haag the sovtbvtst corner P adno ROM fix 45' ht4f: ,"ram$ad coalinuing a t€ il...dlsteaa r�=rf I a fect to a 112 Mich ictut rod set for cornea',sold Pain heing the norttr cor"r of said Gentry tram sauce hting In the wa line of said Block:i THENCE South RSt 37 mitt.04.sawn_Fart.a long the cam w lk of said utaw", T, d saM Bloch],a - a#3attaaate IAa.dA-fact to the F'QT'�T S}F.f3E�:3�ti�t7l4�amdl santaalatatag 3< ,7.38 arc facat mr I3.g�acresa�f at}aut€d farad„mom or law 29442493v.10 16 M146 EXHIBIT A-2 THE OPERATIONS SITE LEGAL DESCRIPTIM FOR OAKS WELL PA Being a tract of land situated In the 11.11.Ramey Survey,Abstract No. 1341,in the City of Fort Worth,Tarrant:County,Texas and being part-cif that tract €f land described in deed to,Waddell Estates as recorded in'Volume 9146,Page` 1963. of the Dead Records of Tarrant County, Texas and being more Particularly described as follows: COMMENCING at;a 6C8-inch:iron rod found on the north right-of-way line of West Division Street (a variable width right-of-way line at this point) having' the NAD83 coordinates of N=6.950,850.67 and E=2,371,346.60 from which a 1i24nch iron rod found for the,northwest comer of said Waddell Estates tract bears North 00 degrees 31 minute's 31 seconds West,a distance of 1,770.89 feet;` THENCE North 03 degrees 46 minutes 07 seconds East, over and across saidWaddell Estates tract,a distance of 907.94 feet to a fence post found for THE POINT OF BEGINNING of herein described THENCE North 00 degrees 31 minutes 33 seconds East,a distance of 2-71.31 fee#to a fence post found for€omer THENCE South 88 degrees 52 minutes 49 seconds East, a distance of 185.72 feet to a fence post found for corner, THENCE South 83 degrees 24 Minutes 26 seconds East, ,a distance of 262.86 feet to,a fence post found for-corner,• THENCE South. 00 degrees 55 minutes 22 seconds West, a distance of 218.58 feet to,a fence post found for corner; THENCE North 84 degrees 45 minutes 24 seconds West, a distance of 436.70 feet to the POINT OF BEGINNING AND CONTAINING 122,198 square feet,:or 2.805 acres of farad,more or less. 29442493v.10 17 M 146 EXHIBIT B FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS § § COUNTY OF TARRANT § TOTAL E&P USA REAL ESTATE,LLC, a Delaware limited liability company("Grantor"),for and in consideration of the sum of$10.00 and other good and valuable consideration to Grantor paid by , a ("Grantee"), the receipt and sufficiency of which are hereby acknowledged, and subject to the reservations and easements described below,has GRANTED,BARGAINED,SOLD and CONVEYED and by these presents does GRANT,BARGAIN,SELL and CONVEY unto Grantee the real property located in Tarrant County, Texas, described on EXHIBIT A (the"Property"), together with Grantor's rights, title, and interest in all rights, privileges, and appurtenances pertaining thereto (the"Ancillary Rights"). The Ancillary Rights are conveyed without warranty of title,express or implied, including,without limitation,the implied warranties in Section 5.023 of the Texas Property Code. This conveyance is made by Grantor and accepted by Grantee subject to the matters listed on EXHIBIT B attached hereto. For Grantor and Grantor's heirs, successors, and assigns forever, a reservation is hereby made of all oil, gas, and other minerals in and under and that may be produced from the Property. If the mineral estate is subject to existing production or an existing lease, this reservation includes the production, the lease,and all benefits from it. Grantor waives and conveys to Grantee the right of ingress and egress to and from the surface of the Property relating to the portion of the mineral estate owned by Grantor. Nothing herein,however,restricts or prohibits the pooling or unitization of the portion of the mineral estate owned by Grantor with land other than the Property; or the exploration or production of the oil, gas, and other minerals by means of wells that are drilled or mines that open on land other than the Property but enter or bottom under the surface of the Property. For Grantor and Grantor's heirs,successors,and assigns forever, a reservation is hereby made of a perpetual subsurface easement under and through the Property at depths below five hundred feet (500') below the surface of the earth for the placement of an unlimited number of well bores from oil or gas wells the surface locations of which are situated on tracts of land other than the Property, for the purpose of developing oil, gas and other minerals in and under the Property and/or any other lands, regardless of whether such other lands are pooled with or located near the Property. For Grantor and Grantor's heirs, successors, and assigns forever, a reservation is hereby made for the rights to use subsurface reservoirs and pore space at depths below five hundred feet(500')below the surface of the earth in which to inject,dispose,sequester and/or store oil,gas and other minerals located in, on or under the Property but only to the extent,in each case that any such use, injection, disposal, storage, 29442493v.10 18 M146 sequestration or storage must be accomplished without disturbing the surface of the Property or any improvements now or hereafter situated thereon and in compliance with all applicable laws. In addition,the conveyance evidenced hereby is subject to and does hereby include the imposition of certain covenants,restrictions and easements on,and which burden,the Property in connection with the use of the Property and certain actions of Grantee and its successors as a result of the proximity of the Property to certain real property on and from which Grantor and its affiliates,operators,lessees and others may conduct operations to mine,drill,explore,operate,produce,store,compress and transport oil,gas and other minerals,as more specifically set forth on EXHIBIT C attached hereto and incorporated herein. BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE REPRESENTS AND WARRANTS TO GRANTOR THAT GRANTEE IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED BUYER OF REAL ESTATE. GRANTEE ACKNOWLEDGES THAT, EXCEPT AS MAY -BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY UPON,EITHER DIRECTLY OR INDIRECTLY,ANY STATEMENT OF GRANTOR OR ANY OF ITS AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF ITS AFFILIATES. WITHOUT IN ANY MANNER LIMITING THE PROVISIONS OF THE PRECEDING PARAGRAPH,AS A MATERIAL PART OF THE CONSIDERATION FOR THIS CONVEYANCE,BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED,GRANTEE AGREES THAT GRANTEE IS TAKING THE PROPERTY"AS IS,""WHERE IS"AND"WITH ALL FAULTS"AND WITH ANY AND ALL LATENT AND PATENT DEFECTS, AND THAT THERE IS NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO HABITABILITY, MARKETABILITY, USE OR FITNESS FOR A PARTICULAR PURPOSE) MADE BY GRANTOR WITH RESPECT TO THE PROPERTY (EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED AND IN THIS SPECIAL WARRANTY DEED), ALL OTHER REPRESENTATIONS AND WARRANTIES, BOTH EXPRESS AND IMPLIED,ARE HEREBY EXPRESSLY DISCLAIMED AND DENIED. BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE ACKNOWLEDGES THAT IT HAS BEEN GIVEN ADEQUATE; TIME TO CONDUCT WHATEVER EXAMINATION, EVALUATIONS, INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY AND ITS CONDITION AS ,GRANTEE MAY DESIRE OR DETERMINE WARRANTED, AND THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATION, WARRANTY, STATEMENT OR OTHER ASSERTION WITH RESPECT TO THE PROPERTY OR ITS CONDITION BY GRANTOR(EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND DELIVERED AND IN THIS SPECIAL WARRANTY DEED) OR ANY OF GRANTOR'S AFFILIATES OR ANY MEMBER, OFFICER,DIRECTOR, TRUSTEE,AGENT,EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF GRANTOR OR ANY OF ITS AFFILIATES, BUT GRANTEE IS RELYING SOLELY ON ITS OWN EXAMINATION,EVALUATIONS,INSPECTIONS, REVIEWS, STUDIES OR TESTS OF THE PROPERTY. WITHOUT LIMITING THE PROVISIONS OF PRECEDING PARAGRAPHS, EXCEPT AS MAY BE PROVIDED IN A SEPARATE WRITTEN AGREEMENT BETWEEN GRANTOR AND GRANTEE PURSUANT TO WHICH THIS SPECIAL WARRANTY DEED IS EXECUTED AND 29442493v.10 19 M 146 DELIVERED, BY ITS ACCEPTANCE OF THIS SPECIAL WARRANTY DEED, GRANTEE EXPRESSLY RELEASES AND DISCHARGES GRANTOR AND ITS AFFILIATES, MEMBERS, PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES,ATTORNEYS, AGENTS, BROKERS AND CONTRACTORS FROM ANY AND ALL OBLIGATIONS, CLAIMS, ADMINISTRATIVE PROCEEDINGS, JUDGMENTS, DAMAGES, FINES, COSTS, AND LIABILITIES ARISING OUT OF OR RELATING TO THE PHYSICAL CONDITION OF THE PROPERTY OR ANY PORTION THEREOF (COLLECTIVELY, THE"CLAIMS") (WHETHER KNOWN OR UNKNOWN,AND WHETHER CONTINGENT OR LIQUIDATED), INCLUDING,BUT NOT LIMITED TO, THE ENVIRONMENTAL CONDITION WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGICAL CONDITION OF, AND ANY ENVIRONMENTAL RISK RELATING TO, THE PROPERTY, WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. The release set forth in this paragraph specifically includes any Claims under any Environmental Laws or with respect to any Environmental Risk. "Environmental Laws";means all applicable legal requirements regarding health,safety or the environment and includes,but is not limited to,the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act(42 U.S.C. §§ 6901 et seq.),the Comprehensive Environmental Response,Compensation and Liability Act of 1980 (42 U.S.C. §§ 9601 et seq.),the Emergency Planning and Community Right to Know Act (42 U.S.C. §§ 11001 et seq.), the Clean Air Act (42 U.S.C. §§ 7401 et seq.), the Clean Water Act (33 U.S.C. §§ 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §§ 1801 et seq.), the Occupational Safety and Health Act(29 U.S.C. §§ 651 et seq.),the Federal Insecticide,Fungicide and Rodenticide Act(7 U.S.C. §§ 136 et seq.), and the Safe Drinking Water Act (42 U.S.C. §§300f et seq.), as any of the same may be amended from time to time,and any other state or local law dealing with environmental matters,and any regulations, orders, rules, procedures, guidelines and the like promulgated in connection therewith, regardless of whether the same are in existence on the date of this Special Warranty Deed. IT IS SPECIFICALLY INTENDED BY GRANTOR AND GRANTEE THAT THE RELEASE CONTAINED HEREIN BE WITHOUT LIMIT, IRRESPECTIVE OF THE CAUSE OR CAUSES OF ANY SUCH CLAIMS (INCLUDING, WITHOUT LIMITATION, PRE-EXISTING CONDITIONS, STRICT LIABILITY OR THE NEGLIGENCE OF ANY PARTY OR PARTIES [INCLUDING GRANTOR], WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE). An"Environmental Risk" consists of (a)the presence of any asbestos or asbestos-containing materials, (b)the presence, Release,threatened Release,discharge, or threatened discharge of any radioactive materials or"hazardous substance" or "hazardous waste" (as defined by any Environmental Laws), or (c)the presence, Release, threatened Release, discharge, or threatened discharge of any oil or other substance containing polychlorinated biphenyl (as defined in 40 CFR 761.3). "Release" shall mean, without limitation, any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,or disposing into the environment(including the abandonment or discarding of barrels,containers and other closed receptacles). All taxes and other assessments assessed against the Property for the year 2021 have been prorated or otherwise settled between the parties,and Grantee assumes and agrees to pay such taxes and assessments in full. If this Special Warranty Deed or Grantee's use of the Property after the date hereof results in additional taxes or assessments for periods before the date hereof, such taxes and assessments shall be the obligation of and paid by Grantee. TO HAVE AND TO HOLD the Property, subject to the matters set forth above,together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, successors, and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof,by, through or under Grantor,but not otherwise. 29442493v.10 20 M 146 **SIGNATURE PAGE,ACKNOWLEDGEMENT,AND EXHIBITS TO BE INSERTED** 29442493v.10 21 M 146 EXHIBIT C TO SPECIAL WARRANTY DEED USE RESTRICTIONS The Property conveyed pursuant to the Special Warranty Deed to which this exhibit is attached and made a part shall be subject to, and developed in accordance with, all of the covenants, restrictions, easements and other matters set forth in this EXHIBIT C (collectively,the"Use Restrictions"). Grantor hereby declares that the Property shall be,and the Property is hereby sold and conveyed, subj ect to the Use Restrictions which shall: (a)run with the land,(b)be binding on Grantee,Grantee's successors and assigns, and all parties at any time having or acquiring any right,title or interest in the Property or any part thereof, including, without limitation, all lessees, tenants or other occupants of any portion of the Property, and (c)inure to the benefit of the Operations Site (defined below) and Grantor and Grantor's successors and assigns. For purposes of these Use Restrictions, the term"Grantee" shall mean and include Grantee, Grantee's successors and assigns, and all parties at any time having or acquiring any right,title or interest in the Property or any part thereof, including,without limitation, all lessees,tenants or other occupants of any portion of the Property. Grantee,by accepting this Deed,on behalf of itself,its successors and assigns, -and all parties at any time having or acquiring any right,title or interest in the Property or any part thereof, including, without limitation, all lessees, tenants or other occupants of any portion of the Property, acknowledges and agrees as follows: 1. The Property is located adjacent to or near that certain tract of real property situated in Tarrant County,Texas,which is described on EXHIBIT C-1 of this Exhibit(the"Operations Site"). There are currently completed wells on the Operations Site and there will and may be additional wells on the Operations Site(individually, a"Well Site"and collectively,the"Well Sites"). In addition,there is and/or will be certain production equipment (including, but not limited to, tanks and separators and gas lift compressors) located on various portions of the Operations Site (the"Production Equipment"). That portion of the Property which lies within an area which is either(a)two hundred feet(200') or less from any part of any Production Equipment or(b)three hundred feet(300')or less from any Well Site and may hereinafter be referred to as the"Prohibited Area." That portion of the Property which lies within an area which is between three hundred feet(300')and six hundred feet(600')of any Well Site may hereinafter be referred to as the"Restricted Area." 2. Grantor and Grantor's affiliates, agents, contractors, operators, licensees, lessees,tenants, employees, representatives,invitees, guests, designees, successors (including,without limitation, any and all successors to Grantor in title to all or any portion of the Operations Site) and assigns (collectively, the"Benefited Parties") may use the Operations Site for the mining, drilling, exploring, operating, developing, producing,'processing, treating, storage, compressing and transporting of oil, gas and other minerals extracted from any lands (regardless of whether such lands are pooled with or located near the Property), and all uses, purposes and operations related in any way to such activities (collectively, "Operations"). 3. GRANTEE HEREBY ACCEPTS AND RELEASES THE BENEFITED PARTIES FROM ANY AND ALL CLAIMS,CAUSES OF ACTION,DAMAGES,AND LIABILITIES OF ANY NATURE ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THE USE OF THE OPERATIONS SITE FOR ANY OPERATIONS,AND THE ANNOYANCES,PROBLEMS,NUISANCES,COSTS AND EFFECTS RESULTING THEREFROM, INCLUDING, WITHOUT LIMITATION, ANY NOISE, VIBRATION, FUMES, DUST, PARTICULATE MATTER,VISUAL ISSUES, AND INTERFERENCE WITH SLEEP AND COMMUNICATION. GRANTOR ALSO HEREBY RESERVES FOR THE BENEFIT OF THE OPERATIONS SITE AND THE BENEFITED PARTIES A PERPETUAL EASEMENT ON THE PROPERTY FOR ANY NOISE,VIBRATION,FUMES,DUST,PARTICULATE MATTER, VISUAL ISSUES, INTERFERENCE WITH SLEEP AND COMMUNICATION, AND ALL 29442493v.10 22 M146 OTHER ANNOYANCES, NUISANCES, PROBLEMS AND EFFECTS THAT MAY OCCUR IN CONNECTION WITH OR IN ANY WAY RELATED TO OPERATIONS ON THE OPERATIONS SITE. 4. Grantor hereby reserves, for the benefit of the Operations Site and the Benefited Parties, (i)a perpetual subsurface easement under and through the Property at depths below five hundred feet(500') below the surface of the earth for the placement of an unlimited number of well bores from oil or gas wells the surface locations of which are situated on tracts of land other than the Property, for the purpose of developing oil, gas and other minerals in and under the Property and/or any other lands, regardless of whether such other lands are pooled with or located near the Property and(ii) any rights to use subsurface reservoirs and pore space at depths below five hundred feet(500')below the surface of the earth in which to inject,dispose,sequester and/or store oil,gas and other minerals located in, on or under the Property but only to the extent,in each case that any such use of the Property,injection, disposal, storage, sequestration or storage must be accomplished without disturbing the surface of the Property or any improvements now or hereafter situated thereon and in compliance with all applicable laws. t 5. Grantee hereby (a)expressly acknowledges that the Operations Site may be used for Operations, and(b)waives any right, directly or indirectly, to complain of, protest or oppose any lawful use of the Operations Site for any Operations to any governmental entity or agency or any third party. 6. Grantee shall not, either directly or indirectly, complain of, protest or oppose the lawful use of the Operations Site for any Operations to any governmental entity or agency or third party, or assist in such efforts. 7. Throughout the term hereof, Grantee shall,whenever and as often as it shall be requested so to do by Grantor or any Benefited Party, cause to be executed, acknowledged or delivered any and all such further instruments and documents as may be necessary or desirable, in the reasonable opinion.of Grantor or any Benefited Party,in order to carry out the intent and purpose of the Use Restrictions. 8. Nothing contained herein shall be construed as to limit or prohibit Grantee, in its capacity as a home-rule municipal corporation of the State of Texas,from enforcing any local ordinances,rules, or regulations that may be applicable to the Operations Site. 9. GRANTEE SHALL NOT BUILD, CONSTRUCT OR ERECT ANY STRUCTURE OR IMPROVEMENT, EXCEPT FOR HIKING TRAILS AND FENCING, ON OR UNDER THE PROHIBITED AREA OF THE PROPERTY, OR UNDERTAKE ANY OPERATION, USE OR DESIGNATION OF THE PROHIBITED AREA OF THE PROPERTY WHICH WOULD OR COULD LIMIT, RESTRICT OR PREVENT, IN ANY WAY, ANY OF THE OPERATIONS ON THE OPERATIONS SITE, INCLUDING, WITHOUT LIMITATION, THE CONSTRUCTION OR, PLACEMENTOF ANY STRUCTURE OR IMPROVEMENT ON THE PROHIBITED AREA OF THE PROPERTY THAT WOULD RENDER ANY PORTION OF THE OPERATIONS SITE UNUSABLE FOR ANY OF THE OPERATIONS PURSUANT TO ANY ORDINANCES, RULES, REGULATIONS" OR REQUIREMENTS OF THE APPLICABLE MUNICIPALITY OR ANY OTHER GOVERNMENTAL ENTITY, AS SUCH ORDINANCES, RULES, REGULATIONS OR REQUIREMENTS CURRENTLY EXIST. 10. WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF GRANTOR (OR SUCCESSORS TO GRANTOR IN TITLE TO ALL OR ANY PORTION OF THE OPERATIONS SITE), WHICH CONSENT MAY BE WITHHELD IN THE SOLE DISCRETION OF GRANTOR OR GRANTOR'S SUCCESSORS IN TITLE TO ALL OR ANY PORTION OF THE OPERATIONS SITE), GRANTEE SHALL NOT COMMENCE OR UNDERTAKE ANY DEVELOPMENT,CONSTRUCTION, USE OR OTHER ACTION ON OR WITH REGARD TO THE RESTRICTED AREA OF THE 29442493v.10 23 M 146 t PROPERTY THAT (a)WOULD OR COULD RESULT IN ANY PORTION OF THE RESTRICTED AREA OF THE PROPERTY BECOMING A RESIDENCE, RELIGIOUS INSTITUTION, PUBLIC BUILDING, HOSPITAL BUILDING, SCHOOL OR PUBLIC PARK, OR ANY OTHER USE OR STRUCTURE THAT IS OR MAY BE OR BECOME A PROTECTED USE UNDER ANY GAS DRILLING OR OTHER ORDINANCE OF THE CITY IN WHICH THE PROPERTY IS LOCATED,AS SUCH ORDINANCE EXISTS NOW OR MAY HEREAFTER BE AMENDED, OR (b)WOULD OR COULD RESULT IN SHRINKING, RESTRICTING OR INTERFERING WITH THE PORTION OF THE OPERATIONS SITE ON WHICH OPERATIONS MAY BE ALLOWED OR UNDERTAKEN,OR (c)WOULD OR COULD LIMIT, RESTRICT OR PREVENT, IN ANY WAY, ANY OF THE OPERATIONS ON THE OPERATIONS SITE, INCLUDING, WITHOUT LIMITATION, THE CONSTRUCTION OR PLACEMENT OF ANY STRUCTURE OR IMPROVEMENT ON THE RESTRICTED AREA OF THE PROPERTY THAT WOULD RENDER ANY PORTION OF THE OPERATIONS SITE UNUSABLE FOR ANY OF THE OPERATIONS PURSUANT TO ANY ORDINANCES, RULES, REGULATIONS OR REQUIREMENTS OF THE APPLICABLE MUNICIPALITY OR ANY OTHER GOVERNMENTAL ENTITY,AS SUCH ORDINANCES,RULES, REGULATIONS OR REQUIREMENTS CURRENTLY EXIST OR MAY HEREAFTER BE AMENDED. PROVIDED, HOWEVER, THAT GRANTOR AGREES (FOR ITSELF AND ITS SUCCESSORS IN TITLE TO ALL OR ANY PORTION OF THE OPERATIONS SITE) NOT TO WITHHOLD ITS CONSENT TO A REQUEST FROM GRANTEE TO COMMENCE OR UNDERTAKE THE DEVELOPMENT OR CONSTRUCTION OF ANY PORTION OF THE RESTRICTED AREA OF THE PROPERTY WHICH MEETS THE CRITERIA SET FORTH IN ANY OF THE FOREGOING CLAUSES (A) THROUGH LQ ON THE EXPRESS CONDITION THAT GRANTEE AGREE TO EXECUTE A FORMAL CONSENT TO THE FUTURE DRILLING OF ANY WELL OR OTHER SUCH OPERATIONS ON THE OPERATIONS SITE IN FORM AND SUBSTANCE SATISFACTORY TO GRANTOR OR ANY BENEFITED PARTY,WHICH SUCH DOCUMENT MAY BE RECORDED AND BIND THE PROPERTY AND ANY SUCCESSOR IN TITLE TO GRANTEE IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF.NOTWITHSTANDING THE FOREGOING, GRANTOR AGREES THAT GRANTEE MAY CONSTRUCT AND MAINTAIN HIKING TRAILS AND FENCING WITHIN THE RESTRICTED AREA WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF GRANTOR (OR SUCCESSORS TO GRANTOR IN TITLE TO ALL OR ANY PORTION OF THE OPERATIONS SITE). 11. These Use Restrictions shall remain in effect until Grantor has Abandoned the Operations. The Operations shall be deemed"Abandoned"when the party or parties conducting the Operations provide written notice to the owner(s) of the Property affirmatively stating that the Operations on the Operations Site have permanently ceased(an"Abandonment Notice"),as evidenced by the plugging and abandonment of any and all wells in existence as of that time and the restoration of the well sites,as well as the submission or filing of all required documents with any governmental authorities having jurisdiction over such matters, and the final approval by the gas inspector thereof following restoration of the drill site accomplished in conformity with all applicable governmental requirements. These Use Restrictions shall be binding upon and enforceable against not only the owner of each portion of the Property but also all lessees,tenants or other occupants of the Property or any portion thereof. 12. These Use Restrictions shall be given full force and effect notwithstanding the existence of any zoning ordinance, drilling ordinance,building codes or other governmental requirement that is less restrictive. The owner of any portion of the Property at all times shall comply in every respect with these Use Restrictions and with any and all applicable laws,ordinances,policies,rules,regulations and orders of all federal,state,county and municipal governments or their agencies having jurisdictional control over the Property, specifically including,but not limited to,applicable zoning restrictions placed upon the Property as they exist from time to time. IN THE EVENT A CONFLICT EXISTS BETWEEN ANY APPLICABLE GOVERNMENTAL REQUIREMENT AND ANY REQUIREMENT OF THESE USE RESTRICTIONS, 29442493v.10 24 M146 THE MOST RESTRICTIVE REQUIREMENT AS TO THESE USE RESTRICTIONS, THE MOST RESTRICTIVE REQUIREMENT AS TO THE PROPERTY SHALL PREVAIL. WHERE AN APPLICABLE GOVERNMENTAL REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE RESTRICTIONS AND DOES NOT PROHIBIT ACTION THAT IS DIFFERENT FROM THAT REQUIRED BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL PREVAIL. These Use Restrictions shall be construed under and in accordance with the laws of the State of Texas. If any provision hereof or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent,the remainder hereof and the application of such provisions to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. 13. Grantor and any other Benefited Parry shall have the right,but not the obligation,to enforce these Use Restrictions. Enforcement may be made by any proceedings at law or in equity against any person or entity violating or attempting to violate any part of these Use Restrictions either to restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate compensation for any breach or violation of-any provision hereof, and the enforcing party shall be entitled to relief by way of temporary restraining order,injunction as well as any other remedy either at law or in equity. The rights, 'powers and remedies provided herein shall be cumulative and not restrictive of other remedies at law or in equity,and the exercise of any particular right,power or remedy shall not be deemed an election of remedies, or to preclude resort to other rights,powers or remedies. No delay or failure to invoke any available right, power or remedy in respect to a breach of these Use Restrictions shall be held to be a waiver of(or estop a party from asserting) any right, power or remedy available upon the recurrence or continuance of said breach or the occurrence of a different breach. No other person or entity besides Grantor and the other Benefited Parties has a right to enforce these Use Restrictions. 14. Any notice,demand or other communication required to be given or to be served upon any party hereunder shall be void and of no effect unless given in accordance with the provisions of this section. All notices,demands or other communications must be in writing and delivered to the person to whom it is directed,either(a)hand delivered by a reputable delivery service that provides a delivery receipt,or(b)sent by certified mail,return receipt requested,postage prepaid, or(c)sent by nationally-recognized overnight courier service. All notices hand delivered shall be deemed received on the date of delivery. All notices forwarded by certified mail shall be deemed received on a date four(4)days (excluding Sundays and legal holidays when the U.S. mail is not delivered) immediately following the date of deposit in the U.S. mail. All notices forwarded by overnight courier service shall be deemed received the next business day following deposit with such service. Provided,however,the return receipt indicating the date upon which all notices were received shall be prima facie evidence that such notices were received on the date of the return receipt. All notices, demands and other communications shall be given to the parties hereto at the following addresses: Grantor: c/o TEP Barnett USA,LLC 1201 Louisiana Street, Suite 1800 Houston,TX 77002 Attn: Legal Department With copy to: c/o TEP Barnett USA,LLC 301 Commerce Street, Suite 3701 Fort Worth,TX 76102 Attn: Julie Jones,P.E. 29442493v.10 25 M 146 Grantee: City of Fort Worth Property Management Department 900 Monroe Street, Suite 404 Fort Worth,TX 76102 Attn:Ricky Salazar With a copy to: City Attorney's Office 200 Texas Street Fort Worth,TX 76102 Attn:Matthew Murray Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other party ten(10),days' advance written notice of such change of address. 15. These Use Restrictions may be amended or terminated only by written document,recorded 'in the real property records of the county in which the Property is located, executed by (a)Grantor(or its successors or assigns), (b)the parties who, at the time involved, own fee title to at least seventy-five- percent(75%) in the aggregate of the gross square footage of land area(as distinguished from the square footage of any improvements) of the Property, and (c) all mortgagees who, at the time involved, hold mortgages or deeds of trust on the real property of the fee owners who have approved such action pursuant to clause b above. 16. Grantor may freely assign its rights hereunder in whole or in part to any third party. In addition, at any time Grantor may voluntarily terminate its rights in whole or in part under these Use Restrictions by filing notice of such voluntary termination in the real property records of the county in which the Property is located. 29442493v.10 26 M146 EXHIBIT C ANTI-CORRUPTION Definitions "Close Family Member"means a spouse or partner of a Public Official; one of his/her children,siblings or parents;the spouse or partner of his/her children or siblings;or any household member of a Public Official. "Public Officiar' means an elected or appointed official, employee or agent of any national, regional or local government/state or department, agency or instrumentality of any such government/state or any enterprise in which such a government/state owns, directly or indirectly, a majority or controlling interest; an official of a political party; a candidate for public office; and any official, employee or agent of any public international organization. "Representative"means Buyer's,or Buyer's affiliates',directors,officers,members,managers,employees, representatives,agents,successors and assigns. Anti-Corruption UndertakinLys In recognition of the principles enshrined in the pertinent international and regional conventions on combating corruption and to ensure compliance with the anti-corruption laws applicable to the activities under the Agreement,federal and local laws,rules and regulations of the United States,and any other anti- corruption laws otherwise applicable to the parties or their ultimate parent company: 1. Buyer,in respect of the Agreement and the matters that are the subject of the Agreement,warrants that neither it,nor any of its Representatives,has made or offered and will make or offer any payment,gift, promise or other advantage,whether directly or through intermediaries,to or for the benefit of any Public Official,where such payment,gift,promise or advantage would be for purposes of. • influencing any act or decision of such Public Official; • inducing such Public Official to do or omit to do any act in violation of his or her lawful duties; • securing any improper advantage; or • inducing such Public Official to use his or her influence to affect any act or decision of any department, agency or instrumentality of any government or public enterprise. 2.. Buyer,in respect of the Agreement and the matters that are the subject of the Agreement,warrants that it, or any of its Representatives,has not made or offered and will not make or offer any payment, gift, promise or other advantage,whether directly or through intermediaries,to or for the benefit of any person (other than a Public Official) where such payment, gift, promise or advantage would be for purposes of inducing such person to do or omit to do any act in violation of his or her lawful duty or to secure any improper advantage, or otherwise to do something or refrain from doing something that would violate the- laws applicable to the activities under the Agreement. 3. Buyer shall cause Buyer's Representatives to comply with the obligations set forth in this Exhibit and to provide a copy of this Exhibit and set forth Seller's expectations under the terms of their agreements with any subcontractors. 4. All financial settlements,billings and reports rendered to Seller shall accurately and in reasonable detail reflect all activities and transactions undertaken in the performance of the Agreement. Buyer also 29442493v.10 27 M146 shall maintain adequate internal controls to ensure that all payments made in performance of the Agreement are authorized and in compliance with the Agreement. Seller shall have the right to perform itself or through a duly authorized representative,audits at Buyer's premises of all payments made by or on behalf of Buyer for or in connection with any work or services performed under the Agreement. Buyer agrees to cooperate fully in any such audit,including by making its books and records available to Seller or its duly authorized representative and by answering any questions that Seller may have relating to the Buyer's performance under the Agreement. 5. All payments by Seller to Buyer shall be made in accordance with the terms of payment specified in the Agreement. The payment indications notified in the Buyer's invoices shall be deemed to constitute a representation and warranty by Buyer that the bank account so notified is owned solely by Buyer and that no person other than Buyer has any ownership of or interest in such account. 6. Intentionally Deleted. 7. Without prejudice to any other rights or remedies Seller otherwise may have hereunder or at law, including but not limited to damages for breach of the Agreement,if any of the undertakings or requirements of this Exhibit have not been complied with or fulfilled by Buyer in any material respect, Seller shall have the right: • to suspend payment and/or require reimbursement of any advance payment made under the Agreement, and/or • to suspend and/or terminate the Agreement for Buyer's default with immediate effect. 29442493v.10 28 M 146 City of Fort Worth, Texas Mayor and Council Communication DATE: 09/14/21 M&C FILE NUMBER: M&C 21-0644 LOG NAME: 21PATINO ROAD OPEN SPACE ACQUISITION SUBJECT (CD 5) Authorize the Acquisition of a Fee Simple Interest in 23.88 Acres of Land Situated in the Robert R. Ramey Survey, Abstract No. 1341 , Located at 2950 Patino Road, in the City of Fort Worth, Tarrant County, Texas from Real Property Owned by Total E&P USA Real Estate LLC for the Open Space Conservation Program in the Amount of$1,500,000.00, Authorize Up to $50,000.00 for Pre-Acquisition Costs, Authorize Up to $75,000.00 for One-Time Projects at the Site to Make it Ready for the Public, and Pay Estimated Closing Costs in an Amount Up to $15,000.00 RECOMMENDATION: It is recommended that the City Council: 1. Authorize the acquisition of a fee simple interest in 23.88 acres of land situated in the Robert R. Ramey Survey, Abstract No. 1341, located at 2950 Patino Road, in the City of Fort Worth, Tarrant County, Texas from real property owned by Total E&P USA Real Estate LLC for the Open Space Conservation Program (City Project No. 103625) in the amount of $1,500,000.00-7 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the 2950 Patino Road project (City Project No. 103625) within the General Gas Lease Capital Projects Fund in the amount of$1,640,000.00, and decreasing estimated receipts and appropriations in the Open Space Appropriations project (City Project No. PA0001) by the same amount, hereby authorizing the use of Open Space funds to provide land protection and parking improvements for the 2950 Patino Road project; 3. Find that the total purchase price of $1 ,500,000.00 for the subject property is just compensation; 4. Authorize funding for pre-acquisition costs in an amount up to $50,000.00; 5. Authorize payment of estimated closing costs in an amount up to $15,000.00; 6. Authorize the expediture of an amount up to $75,000.00 for one-time projects at the site to make it ready for open space purposes; and 7. Authorize the City Manager or his designee to accept the conveyance and record the appropriate instruments; and 8. Amend the Fiscal Year 2021-2025 Capital Improvement Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the acquisition of 23.88 acres of natural, undeveloped land at 2950 Patino Road for the purpose of providing the Fort Worth community with open space through the Open Space Conservation Program and to authorize one-time projects to prepare the site for open space purposes. The acquisition of this property will conserve high quality Eastern Cross Timber habitat and some remnant Cross Timbers Prairie, unique ecosystems in Fort Worth that are quickly decreasing across the City. By maintaining the existing natural habitat, the acquisition will provide the community with access to future environmental education and passive recreational opportunities while maintaining the beneficial functions currently provided by the habitat, such as air and water quality benefits, stormwater absorption, heat island reduction, and wildlife habitat. The City's Open Space Working Group has identified the acquisition of this property as a high priority based on program goals. This M&C also authorizes up to $75,000.00 to fund one-time projects to prepare the site for public use, including fence and gate installation, invasive species removal, and signage. These projects will also reduce long-term maintenance costs. Upon acquisition, and after initial site preparation, the estimated annual operation costs to maintain the property in its natural condition will be $7,730.00. The property will be general City property under the Open Space Conservation Program and not parkland; however, maintenance will be provided by the Park and Recreation Department. Funds for annual maintenance will be budgeted in the Park and Recreation Department annual operating budget. Funding for operations and maintenance will be allocated to the Park and Recreation Department's base budget beginning in Fiscal Year (FY) 2022. As of July 31, 2021, the cumulative total of all previously approved M&C's increased the department's estimated annual maintenance by $308,857.00 beginning in FY 2022. This M&C also authorizes funding for pre-acquisition costs spent prior to taking the property to Council for acquisition approval (City Project No. PA0001). It is estimated that $50,000.00 of Open Space Appropriations project funding is needed for initial site investigation activities such as appraisal, earnest money, survey, staff time, Envrionmental Site Assessment Phase I, and other applicable costs associated with evaluating the property. An independent appraisal established fair market value for the property and the property owner has agreed to a negotiated amount of $1,500.000.00 for the fee simple interest in the land. 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 total estimated closing costs in the amount up to $15,000.00. Funding for this acquisition will come from the Open Space Conservation Program. As with all use of funding for Open Space Appropriations acquisition, any unused funding upon actual project completion will be returned to the Open Space project. Open Space funding was not included in the FY2021-2025 Capital Improvement Program. Open Space will continue to be appropriated via M&Cs as funding becomes available and each acquisition or use of funds is identified and requested for approval by Mayor and Council. The action on this M&C will update the FY2021-2025 Capital Improvement Program. Upon City Council approval, Staff will proceed with acquiring the fee simple interest in the property except for the mineral estate. The deed to the City will contain a surface waiver for the exploration of the mineral estate. Property parcel Property Address / Legal ROW/Fee Simple Amount Ownership Description FRea &P USA 1 2950 Patino Road / Robert R. 23.88 Acres $1,500,000.00 state. LLC Ramey Survey, Abstract No. 1341 _J Pre-Aquisitions $507000.00 Cost One Time Public $757000.00 Preparatory Cost Total Estimated F _ E:1 Closing Costs $15,000.00 IL-1 Total $1,640,000.00 This property is located in COUNCIL DISTRICT 5. A Form 1295 is not required because: This M&C does not request approval of a contract with a business entity. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the General Gas Lease Capital Prj Fund for the OSAsq -2950 Patino Rd project to support the approval of the above recommendations and acquisition of land. Prior to any expenditure being incurred, the Property Management Department and the Transportation & Public Works Department have the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Dana Burghdoff 8018 Originating Business Unit Head: Steve Cooke 5134 Additional Information Contact: Burt Gonzales 2311 Ricardo Salazar 8379 Expedited