HomeMy WebLinkAboutContract 61753Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054 CSC No. 61753
PURCHAS EANDSALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into by and between the City of Fort Worth, Texas, a home-rule Municipal Corporation of the
State of Texas ("Purchaser"), acting by and through its duly authorized Assistant City Manager
and Center for Transforming Lives, a Texas non-profit company ("Seller"), as of the date on
which this Agreement is executed by the last to sign of Seller and Purchaser ("Effective Date").
RECITALS:
WHEREAS Seller is the owner of Property (as defined herein) consisting of certain real
(immovable) property and improvements consisting of a five-story building (the "Building")
located at 512 West 4th Street, Fort Worth, Texas 76102 containing approximately 31,537 square
feet of space on the Land (as defined herein), together with certain related personal and intangible
(movable) property;
WHEREAS, effective as of March 7, 2024, Seller and Purchaser executed a Non-Binding
Letter of Intent, pursuant to which they expressed a mutual, non-binding intent for Seller to sell to
Purchaser and for Purchaser to acquire the Property from Seller upon certain business terms set
forth therein, including Purchaser's agreement to deliver an earnest money deposit of Sixty-Four
Thousand Five Hundred and Fifty and 00/100 Dollars ($64,550.00) to the Title Company (as
defined herein) within five (5) calendar days of the Effective Date of this Agreement;
WHEREAS Purchaser has agreed to lease the Property to Seller after Closing (as defined
herein) through January 31, 2025 and thereafter on a month-to-month basis until May 30, 2025;
and
WHEREAS, Seller and Purchaser wish to enter into this Agreement to provide for the sale
and purchase of the Property in accordance with the terms of this Agreement.
1.THE PROPERTY.
1.1 Description: Subject to the terms and conditions of this Agreement, and for the
consideration herein set forth, Seller agrees to sell and transfer, and Purchaser agrees to purchase
and acquire, the following (collectively, the "Property"):
1.1.1 Certain land, consisting of approximately 0.46 acres, located at 512 W. 4th
Street, Fort Worth, Tarrant County, Texas, 76102, more specifically described on Schedule 1.1.1
attached hereto (the "Land");
1.1.2 The Building and all other building(s), structures, access ways, landscaping
and other improvements, and fixtures (including, without limitation, all heating, ventilation, air
conditioning, electrical, plumbing, sewer, gas and other mechanical systems) now situated on the
Land (collectively, the "Improvements") (the Land and Improvements are hereinafter sometimes
referred to as the "Real Property");
1.1.3 All of Seller's right, title and interest in and to all rights-of-way or use,
licenses, tenements, easements, servitudes, hereditaments, and appurtenances belonging to or
inuring to the benefit of Seller and pertaining to the Land, if any, including, without limitation, any
right, title and interest of Seller in and to any real estate lying in the streets, highways, roads, alleys,
rights-of-way or sidewalks, open or proposed, in front of, around, above, over, under, through or
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adjoining the Land and in and to any strips oc� gores of real estate adjoining the Land;
11.4 All of Seller's right, title and interest in and to all assignable service,
maintenance, supply, or other contracts or equipment leases entered into by Seller relating to the
operation of the Pi�operty in effect on the date of this Agreement (a list of which are identified on
the Schedule of Contracts attached hereto as Schedarle 1.1.4), and any new assignable contracts or
equipment leases entet�ed into pursuant to Section 4.4 in effect as of Closing (being referred to
herein, collectively, as the "Contracts"), but excluding (i) any property management and leasing
brokerage agreements regarding the Land and/or Improvements (which shall be terminated
put•suant to Section 3.7 hereo�, and (ii) any Contracts which Purchaser has not elected to assume;
11.5 Assignable warranties and guaranties issued in connection with the
Improveinents which remain in effect as of Closing, to the extent the same may be lawfully
assigned by Seller; all transferable consents, authorizations, agi•eements, vat�iances or waivet•s,
licenses, permits, approvals, certificates of occupancy, development rights or similar rights or
entitlements from any governmental or quasi-governmental agency, department, board,
commission, bureau, or other entity or instrumentality in respect of the Real Property or
Improvements which remain valid or in effect as of Closing, to the extent the same may be lawfully
assigned by Seller (all of the foregoing is hereinafter sometimes referred to as the "Intan�
Pro er ").
1.2 Excluded PropertX. The Property shall not include: (i) classroom furnishings and
equipment in the Child Development Center; (ii) kitchen shelving, prep tables, and three
commercial fridges; (iii) ice machine (top fc•eezing unit) in the catering kitchen; and (iv) office
equipinent owned by Sellet•. Seller shall cause all of the Excluded Property to be removed from the
Properry upon the later to occur of (i) the Closing Date (as hereinafter defined) or (ii) the expiration
or earlier termination of the Leaseback Agreement (as hereinafter defined) and promptly repair any
damage to the Property caused by such removal.
1.3 A�reement to Convev. Subject to the terms and conditions of this Agreement, on
the Closing Date, Seller agrees to convey, and Purchaser agrees to accept and puc•chase, all of the
following: (a) title to the Real Property by the Deed (as hereinafter defined), with warranty limited
as to Seller's own acts and deeds during the course of its ownership of the Real Pi•ope►�ty, fi•ee and
clear of all monetary liens ot• encumbrances, but subject, in all respects, to Permitted Matters (as
hereinafter defined); and (b) an assignment of the Surviving Contt•acts (defined below) and
Intangible Property by Assignment of Contracts and Intangible Propei�ty (as hereinafter defined)
without warranty othet• than that there have been no prior assignments theceof or any uncesolved,
outstanding liens filed against any Intangible Property or with respect to the Surviving Contracts
that will survive the Closing.
1.4 Leaseback. If Closing occurs in accordance with this Agreejnent, Seller shall lease
the Property fi�om Purchaser (the "Leasebacic") pursuant to the terms of the lease agc•eement (the
"Leasebacl< Agreement") in the form attached hereto as Schedarle 1.4, with all blanlcs completed
as appropriate. The Leasebacic Agreement includes: (i) an initial term expiring Januaty 31, 2025at a
tciple net lease (NNN) rate of One Dollar ($1.00); and (ii) an option to allow the Seller to extend
the terin of the Leasebacic Agreement on a month-to-month basis until May 30, 2025 (the
"Extended Leaseback") at a triple net lease (NNN) rate of Fifty-Five Thousand and No/100 Dollars
($55,000.00) per month. In order to exercise its option to extend the term of the Leasebacic
Agreement on a month-to-month basis, Seller must deposit Two Hundred Twenty Thousand and
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No/100 Dolla►s ($220,000.00) with the Title Company at Closing (the "Escrowed Rent") and
provide written notice to Purchaser of Seller's exercise of the Extended Leasebacic no less than
twenty (20) days before the expiration of the Leaseback or any one-month term of the Extended
Leasebacl<. Upon Seller's exercise of the Extended Leasebacic and as the Basic Rent (as defined in
the Leasebacic Agreement) for each month that Seller elects to eaercise the Extended Leaseback,
the Title Campany shall �•elease Fifty-Five Thousand and No/100 Dollars ($55,000.00) to
Put•chaser on the fifteenth of each month from the Esct•owed Rent. Upon termination of the
Extended Leasebacl< and written notice from Purchaser, the Title Cocnpany shall release the
remainder of the Escrowed Rent to Seller.
2. PURCHASE PRICE AND DEPOSIT.
2.1 PURCHAS� PRICE. The purchase price ("Purchase Price") to be paid by
Purchaser to Seller for the Peoperty is equal to Six Million, Four Hundred Fifty-Five Thousand
Dollais and 00/100 ($6,455,000.00). The Purchase Price, as increased or decreased by proc•ations
and adjustments as pi•ovided hei•ein, shall be payable by Purchaser, in full, at Closing in casl� by wire
transfer of immediately available fedet�al funds to a bank account or accounts designated by Seller in writing
to Purchaser pt�ior to the Closing.
2.2 DEPOSIT. Within five (5) calendar days of the Effective Date, Purchaser shall
deliver a deposit of earnest money in the amount of Sixty-Four Thousand, Five Hundred and
Fifty Dollais and 00/100 ($64,550.00) (the "Deposit") to Rattikin Title Company, 201 Main Street,
Suite 800, Foi�t Worth, TX 76103 Attention: Megan Newburn, mnewburn@RattikinTitle.com ("Title
CompanX"), as agent for Chicago National Title Insurance Company ("Underwriter") to be held
in escrow by the Title Company in accoc�dance with terms of this Agreement (the "Escrow"). The
Title Company shall t•etain possession of the Deposit in tt•ust in the name of Purchaser until delivery
or return thereof is permitted or requii•ed under this Agreement. The Deposit shall be deposited in an
interest- bearing account with the interest thereon to be earned by Purchaser and disbursed in
accordance with the provisions hereof. The interest earned on the Deposit shall not be considered
a part of Deposit and shall be paid to Purchaser as it directs. If the purchase and sale transaction
contemplated herein closes pursuant to this Agreement, the Deposit (and all intei•est earned
thereon) shall be credited against the Purchase Price (as defined above) at Closing (as defined
below).
2.3 If Closing occucs in accot•dance with this Agceement, the Deposit (and, if
applicable, the Extension Payment) shall be applied as a credit against the Purchase Price. If any
dispute arises undet� this Agreement with respect to the disposition of any of the Deposit, the
Extension Payment (as defined below), or the entitlement of any party to the Deposit, the Extension
Payment, or the obligations of Title Company with respect thereto, Title Company shall not be
required to determine the resolution of any such dispute and shall not be obligated to make any
delivery of the Deposit or Extension Payment; but in such event, Title Company shall bring an
appropriate action or proceeding for leave to deposit said monies in the registty of a court of
competent jurisdiction pending resolution of such dispute. The Title Company shall not be
responsible heretmder for any acts or omissions unless willfully done or done in a grossly negligent
manner, and Sellei� and Pucchaser hereby jointly agree to hold Title Company harmless ft�om and
against any and all loss, costs or damages to any third party arising out of the performance of the
Title Company's obligations under this Agreement or in connection herewith to any third party
(eYcept such loss, costs or damages as shall result from the gross negligence or misconduct of Title
Company and only to the extent permitted by Texas law and without waiving the Seller's sovereign
immunity).
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2.4 Title Company shall hold and dispose of the Deposit and the Extension Payment in
accordance with the terms of this Agreement. Seller and Purchaser agree that the duties of the Title
Company hereunder are pucely ministerial in nature and shall be expressly limited to the
safelceeping and disposition of the Deposit and the Extension Payment in accordance with this
Agreement. Title Company shall incur no liability in connection with the safekeeping or
disposition of the Deposit or the Extension Payment for any reason other than Title Company's
willful misconduct or gross negligence. In the event that Title Company shall be in doubt as to its
duties or obligations with cegard to the Deposit or the Extension Payment, or in the event that Title
Company receives conflicting instructions fi•om Purchasec• and Seller with respect to Deposit or
the Extension Payment, Title Company shall not be required to disburse the Deposit or the
Extension Payment and may, at its option, continue to hold the Deposit or the Extension Payment
until both Purchaser and Seller agree as to its disposition, or until a final judgment is entered by a
court of competent jurisdiction directing its disposition.
2.5 Independent Contract Consideration. Contemporaneously with the execution of this
Agreement, Purchaser delivers to Seller a check in the amount of $100.00 ("Independent Contract
Consideration") as independent consideration for Seller's execution, deliveiy and pei•formance of
this Agreement. This Independent Contract Consideration is in addition to and independent of any
other consideration or payment provided for in this Agreetnent, is non-refundable, and shall be
retained by Seller notwithstanding any other provision of this Agreement; however, upon Closing,
the Independent Contract Consideration shall be applied as a credit toward the Purchase Price.
3. INSPECTIONS, APPROVALS AND OTHER AGREEMENTS.
3.1 Inspections. Unless otherwise extended as provided het•ein or by mutual agreement
of the pac-ties, Purchaser• shall have until 5:00 pm (C.T.) on the date that is ninety (90) days after
the Effective Date (the "Due Dili�ence Period") to conduct the inspections and studies described
in this Section 3. Purchaser may extend the Due Diligence Period by an additional thirty (30) days
upon delivety of a non-refundable deposit of Thirty Thousand Dollars and 00/100 ($30,000.00)
(the "Extension Payment") to the Title Company prior to the expiration of the Due Diligence
Pet•iod. The Title Company shall retain possession of the Extension Payment in trust in the name
of Purchaser until deliveiy or return thereof is permitted or required under this Agreement. The
Extension Payment shall be deposited in an intet•est-bearing account with the interest thereon to be
earned by Purchaser and disbuised in accordance with the provisions hereo£ The interest eai•ned
on the Extension Payment shall not be considered a part of Extension Payment and shall be paid
to Purchaser as it directs. If the purchase and sale transaction contemplated herein closes pucsuant
to this Agreement, the Extension Payment (and all interest earned thereon) shall be credited against
the Purchase Price (as defined above) at Closing (as defined below).
3.2 Access to the Propet•ty and Indemnification by Pucchaset•. Upon the execution of
this Agt•eement, Seller grants to Purchaser and Purchaser's employees, officers, partners, agents,
attorneys, accountants, engineers, contcactors and environmental consultants, cuc•c•ent and
prospective architects, lenders, insurers, investors and consultants ("Purchaser's Representatives")
access to the Real Property for the puc•pose of conducting such physical and environmental
inspections and to assist Purchaser in evaluatiilg the Real Property (collectively, the "Inspections")
as Purchaser shall deem necessary to determine the feasibility of the Real Property for Purchaser's
intended use.
3.2.1 Before Pw�chaser's Representatives enter the Land and Improvements to perform
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Inspections, Purchaser shall (i) give Seller reasonable advance written notice, electronic mail being
sufficient, (which shall not be less than twenty-four (24) hours pcior to the date of such Inspections)
and (ii) prior to entering the Pt�operty or performing any inspection or test, Purchaser must deliver a
certificate of insurance to Seller evidencing that Purchaser and its contractors, agents and
i•epresentatives have in place reasonable amounts of commercial gene�•al liability insurance and
wockers compensation insurance for its activities on the Property in terms and amounts ceasonably
satisfactot•y to Seller covering any accident arising in connection with the presence of Purchasec, its
contractors, agents and ►•ep►•esentatives on the Property, which insurance shall name Seller as an
additional insured thereunder. Notwithstanding the preceding, Seller agrees that Pucchasec (but not
Purchasec's contcactors) shall be allowed to retain (self-insure) in whole oc in pact any insucance
obligations cequi►�ed herein. Purchaser is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Gove�•nment Code, entitled "Self-Insurance by
Governmental Units," is self-insured and therefore is not r�equired to purchase insurance. If requested
by Seller, Purchaser shall provide Seller a certificate of coverage as permitted in Texas Government
Section 2259.031(e). Seller shall have the opportunity to have a representative of Seller present
during all such Inspections. All Inspections shall be coordinated through Seller's Designated
Employee (described below). Such Inspections will include the right to meet with and conduct
interviews with the on-site property manager, which such interviews may be in person, by phone
or by virtual conference, provided that (i) Pui�chaser gives Seller two (2) business days' pciot•
written notice, electronic mail being sufiicient, of its intention to do so (which notice shall be sent
via electronic mail to sacah@lancartecre.com) and (ii) Seller shall have the right to have a
representative pc•esent during any such tneetings or inteiviews (othet• than with regard to such
Inspections that would be available to the general public). Purchaser covenants that it shall use its
commercially reasonable efforts to minimize interference with Seller's use and occupancy of the
Building during any such meetings oc during any Inspections. Pui•chaser covenants that Purchaser
will not conduct any physically invasive testing or any testing involving sampling of, on, or under
the Land ot� Improvements without first obtaining Seller's written consent, electronic mail being
sufficient, which may be withheld in Seller's sole discretion; and, Purchaser shall provide Seller
with a reasonably detailed testing plan outlining the tests Purchaser intends to perform.
3.2.2 Upon Purchaser's completion of Purchaser's Inspections, Puc•chasec shall,
at its own expense, promptly fill and compact any holes, and otherwise restore any damage to the
Property related to the Purchaser Inspections and return the Land and Impt�ovements to
substantially the same condition and cleanliness existing before entry on the Real Property by
Purchaser's Representatives. Neither Purchaser nor any Purchaser Representative shall damage
any part of the Propei�ty or any personal propet�ty owned or held by any tenant or third party.
3.2.3 Neither Pui•chaser nor any of Purchaser's Representatives shall contact any
governinental ofiicial or representative (other than those of Pucchaser's) regarding the Property
without fic•st providing Seller with (i) two (2) business days' prior written notice of the intended
contact (which notice shall be allowed to be sent via electronic mail to the following addc•esses for
approval by Seller: sarah@lancartecre.com) and (ii) if appt•oved by Seller, a reasonable
opportunity to participate in any applicable discussions or meetings with such governmental
officials or representatives. If Seller does not approve Purchaser's request to contact any
governmental official or representative regarding the Property, Pucchaser may waive its request to
contact such official or i�epresentative and proceed to Closing, or terminate this Agi•eement in
which case the Deposit shall be promptly returned to Put•chaser and the parties shall have no further
rights or obligations hereunder.
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3.2.4 Purchaser agrees to promptly pay when due all costs and fees associated
with Purchaser's Inspections and not to cause, pennit or suffer or conduct any Purchaser
Inspections that give rise to any lien or encumbrance to be asserted against the Property. If any
such lien shall at any time be iiled, Purchaser shall, at its sole expense, cause the same to be
discharged and it shall be discharged of record within ten (10) days after knowledge by Purchaser
thereof by satisfying,the same.
3.2.5 All Purchaser Inspections shall be conducted during the normal business
hours of the Propec�ty, unless Sellec otherwise approves in writing. Pucchaser shall delivec to
Seller's designated r•epresentatives, Sarah LanCarte, a written c•equest (which may be by e-mail)
for approval to enter the Property at least twenty-four (24) hours prior to the intended date of entry
(other than with regard to such inspections that would be available to the general public).
3.2.6 Neither Purchaser nor any Purchaser Representatives shall conduct any on-
site Purchaser Inspections or testing of the Property until aftet� receiving approval fi•om Seller's
designated representative to the extent that such approval is required hereunder in accordance
with the procedure above. Seller's failure to respond to any request for approval or notice of
inspection within the required notice period shall not be deemed approval.
3.3 Inspection of Documents. Within ten (10) calendar days after the Effective Date,
Seller shall make available to Purchaser or its representative, for inspection the Property information
materials relating to the Land and Improvements set forth on Sclaedule 3.3 attached hereto
("PropertX Documents"), to the exterit such Propei•ty Documents are within Seller's possession oi•
control. As part of the Pt�opet•ty Documents, Seller shall deliver the most recent owner's policy of
title insurance in its possession to the Purchaser (the `Bxisting Policy"), the most recent survey of
the Land and Improvements ("Existin _� SurveX") and the most recent Phase I and/or Phase II(if
applicable) environmental site assessment of the Land and Improvements (the "Existin� ESA").
3.3.1 If Purchaser elects to terminate this Agreement prior to the expiration of the
Due Diligence Period, or if after such date, Purchaser fails to close on the sale and purchase of the
Property for any reason other than a default by Seller, upon c•equest by Seller, and if requested to
do so by Sellec in writing, Purchaser will promptly deliver, without repcesentation, wacranty or
liability, to Seller copies of any and all reports, studies, environmental audits, environmental
assessments, or other documents or information prepared by non-affiliated third-parties for
Purchaset• with respect to the Property, to the extent that Seller reimbuises Purchaser for
Pui•chaser's costs incurred in connection therewith.
3.4 Title and Envic•onmental Dili�ence. Within ten (10) days after the Effective Date,
Seller shall have obtained and provided to Purchaser a current TLTA title insurance commitment
(the "Commitment") prepared by the Title Company and underwritten by the Underwritec,
proposing to insure good and indefeasible fee simple title to the Pi•operty in the name of Purchaser
and in the amount of the Purchase Price. Within forty-five (45) days of the Effective Date,
Puechaser, at its option, shall have ordered (i) an ALTA survey of the Property prepared by a
surveyor (the "Surve�") satisfactory to the Purchaser (the "Sui�vey") or a recec•tification of the
Existing Survey and (ii) a Phase I Environmental Site Assessment of the Property (the
"Assessment") or an update of the Seller's Existing ESA. Within ten (10) days following the later
to occur of (i) Purchaser's receipt of the Commitment and electronic copies of all documents
r�eferenced on Schedule B of the Commitment, (ii) Purchaser's receipt of the Suc•vey, if oc•dered,
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and (iii) Purchaser's receipt of the Assessment, if oc•dered, but in no event more than fifty-five (55)
days after the Effective Date, Purchaser shall give Seller a wcitten statement (an "Objection
Notice") of any matters disclosed by the Commitment, Survey or Assessment, as applicable, to
which Purchaser objects (any such matteis are "Objection(s)"). Any such mattecs reflected on the
Commitment, Survey, or Assessment to which the Purchaser does not object shall be deemed to
be "Permitted Matters" (further defined below). Seller shall have ten (10) days following receipt
of an Objection Notice by Purchaser, to notify Purchaser whether Seller will undertake efforts to
satisfy, eemove oc cuc•e any of the objections ("Seller's Objection Response"). If Seller fails to send
Seller's Objection Response, then Seller will be deemed to have elected not to undei�take any efforts
to satisfy the Objections. Seller shall have until the close of business on the business day
immediately preceding the Closing Date to cure or satisfy any such Objection(s) it has agreed to
cure (such pet•iod and any extensions of the same is the "Curative Period") to the reasonable
satisfaction of the Purchaser and the Title Company, in the case of Objections with respect to the
Commitment oi� the Survey, and to the reasonable satisfaction of the Purchaser and its
environmental consultant in the case of Objections to the Assessment. If Seller notifies Purchaser
in Seller's Objection Response that Seller is unable or unwilling to satisfy any Objection(s) or if
Seller is unable or unwilling to satisfy any Objection(s) within the Curative Period, at Purchaser's
option the Purchaset• may either: (i) terminate this Agreement and receive a return of the Deposit
as provided herein or (ii) waive the uncured Objection(s) and proceed to the Closing, in which
case, the Purchaser shall acquire the Property subject to any uncured ar unsatisfied Objection(s),
and any such Objections shall become Permitted Matters. If the Purchaser does not order the Suc�vey
or Assessment, as applicable, or if the Purchaser does not notify the Seller of any Objections to
matteis shown on the Commitment, Survey or Assessment on or before the last day of the Due
Diligence Period, then any matters that might have been reflected on the Survey or Assessment
had the same been obtained, or any matter that was disclosed thereon that the Purchaser did not
identify as Objection(s), as applicable, shall be deemed to be waived and shall become Permitted
Matters. If, after the Due Diligence Period, but before Closing, any new exceptions to title first
iiled of record after the date of the Commitment and not caused by Purchaser are identified by the
Title Company or the Surveyor to which Purchaser has an objection (which were not disclosed by
the latest update of the Coinmitment oi• the Survey received by Purchaser prior to the expiration of
the Due Diligence Period and which were not otherwise specifically included in the definition of
the Permitted Matters in Section 3.5 below) (a "New Matter"), and if Seller is unable or unwilling
to cause the Title Company to reissue a Commitment or the Surveyor to reissue the Survey, as
applicable, deleting such New Matter, or otherwise, to remove or cure such exceptions to
Purchaser's reasonable satisfaction priot• to the Closing Date Purchaset� shall have the right to
terminate this Agreement and.receive a return of the Deposit as provided herein.
3.5 Permitted Matters. In addition to Permitted Matters referenced in Section 3.4,
above, Purchaset• shall accept title to the Real Property on the Closing Date, subject to the
following exceptions (all of which shall also be "Permitted Matters"):
3.51 The lien of non-delinquent taxes and assessments assessed against the
Property;
3.5.2 All building and zoning laws, codes and regulations, special exceptions,
conditions, site plan approvals, and other similar matters, if any, related to the zoning of the same;
3.5.3 The standard exceptions that at•e pat•t of the promulgated title insurance
form;
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3.5.4 Matters created by, through or under Purchaser; and
3.5.5 Any licensees under any Sutviving Contracts.
3.6 Purchasec•'s Acceptance or Rejection Prior to the Expiration of the Due Dili�ence
Period. On or before the expiration of the Due Diligence Period, if Purchaser, after conducting its
Inspections, as described in this Section 3, for any reason or for no reason, desires not to pucchase
the Property, Purchaser will give Seller and the Title Company written notice of its termination of
this Agt•eement. If the Due Diligence Peciod expires without a notice of termination being timely
i�eceived by Seller, then Purchaser will be deemed to have approved and accepted the Property and
to have agreed to complete the tcansaction contemplated by this Agreement, subject only to the
provisions of Section 9 and Sections 10.1, 10.3 and 10.4 hereof. If Purchaser gives Seller a notice
of termination on or befoi•e the expieation of the Due Diligence Period then this Agreement will
automatically tec•minate, the Deposit shall be pi•omptly returned to the Purchaser, and thereupon,
subject to Section 3.3.1 heceof, Purchaser will return or destroy all copies of the Property
Documents (and any other information delivered by Seller to Purchaser) at Seller's instruction and
neither party will have any further obligation or liability to the other• party hereunder, except as
otherwise expressly provided herein. Except as othertivise provided herein, if Purchaser gives Seller
a notice of tei•mination after the expiration of the Due Diligence Period, such notice shall be
considered a Purchaser Default, Sellei• shall retain the Deposit in its entirety in accordance with
Section 10.2 and the balance of the Deposit shall be promptly retutned to the Purchaser.
3.7 Contracts. Seller shall, at or prior to the Closing, tet•minate all Contc•acts to which it
is a pac�ty, except those Contracts designated by Purchaser, in writing, prior to the expit�ation of the
Due Diligence Period, which Purchaset• elects to assume (the "Surviving Contracts"). If Purchaser
fails to timely provide notice specifying those of the Contracts that are Surviving Contracts,
Purchaser shall be deemed to have elected to assume all Contracts, and the same shall be Surviving
Contcacts. Effective as of the Closing Date, Purchaser will assume all of Seller's liabilities and
obligations with respect to any Sutviving Contracts first arising or accruing on or after the Closing
Date. Notwithstanding anything herein to the contraiy, in no event shall any brolcerage agreements
or any propei�ty management agreements regarding the Land and/or Improvements be consideced
Surviving Contracts or be assumed by Purchaser, and the same shall be terminated at Seller's sole
cost and expense, effective as of Closing.
3.71 Consents to Transfer. Following the expir•ation of the Due Diligence Period
or Seller's receipt of notice fi•om Purchaser puisuant to Section 3.7 hereof specifying the Surviving
Contracts, Seller shall use reasonable efforts to secure an agreement fi•om any third parties to any
of the Suiviving Contracts who have the right to consent to the transfei• of any Sueviving Contcact
consenting to tlle assignment of such Suiviving Contcact to the Purchaser on the Closing Date. Any
such agreements may provide that if the transaction contemplated by this Agreetnent is not
consummated, the consent granted therein will not be effective. It is undecstood that a failure to
obtain such consents is not a condition precedent to Purchaser's obligation to close. If Seller is
unable to obtain any such third-party consent during the Due Diligence Period Purchaser may (i)
elect to terminate this Agreement, and Purchaser shall receive a return of the Deposit or (ii)
continue this Agreement in full force and effect. If Purchaser continues this Agreement and closes
the acquisition of the Property pursuant to this Section 3.7.1, Purchaser will assume all liability
which arises as a result of failing to obtain any such consent.
4. SELLER'S OBLIGATIONS PRIOR TO CLOSING. Until Closing, Seller
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and/or Seller's agents or representatives shall:
4.1 Insui�ance. Keep the Real Property insured, in such amounts currently in force with
respect to casualty, liability, hazard insurance, and other insurance, if any.
4.2 Operation. Maintain the Real Property in substantially the same physical condition
as it exists as of the Effective Date, continue to operate and manage the Pcoperty in the ordinacy
course of Seller's business and substantially in accoi•dance with Seller's present practice and
deliver the Property to Purchaser at Closing (subject to the Leaseback Agreement) in substantially
the condition existing as of the last day of the Due Diligence Period, normal wear and tear,
casualty, and condemnation excepted.
4.3 Notices. Provide to Put•chasec upon the receipt thec�eof, any and all written default
notices, notices of violations and any other notices relating to the Propei�ty received by Seller or
its agents or representatives feom any federal, state or local governmental or quasi-governmental
instrumentality, insurance company, vendor or other party under any of the Surviving Contracts,
or from any other entity or party. Seller shall give Purchaser written notice of any threat or
institution of litigation with cespect to the Real Property prioi• to the Closing promptly following
Seller's receipt of wcitten notice theceof.
4.4 New Contt�acts. After the Effective Date and prior to Closing, Seller may, without
the prior consent of Purchaser, enter into any new Contracts or modifications of any existing
Contracts provided that (i) such Contracts are terminable on not more than thirty (30) days' notice,
for any reason whatsoever and without the payment of any fees or other considerations for such
termination, (ii) Seller provides Purchaser written notice of such actions and delivers a copy of any
such Contracts to Purchasec• concurrently with such notice, and (iii) any Surviving Contracts are
not inaterially modiiied. For the avoidance of doubt, following the expiration of the Due Diligence
Period, any such Contract entered into by Seller that is not a Surviving Contract shall be terminated
by Seller, at Seller's sole cost and expense, priot� to or as of the Closing Date.
4.5 Encumbrances. After the expiration of the Due Diligence Period and prior to
Closing, except as othec•wise permitted herein, Seller shall not enter into any leases, trust deeds,
mortgages, restrictions, encumbrances, liens, licenses or other instruments or agreements affecting
the Property (oc amendments thereto) without Purchasec•'s prior written consent, which consent
may be withheld in Purchaser's sole and absolute discretion.
5. REPRESENTATIONS AND WARRANTIES.
5.1 By Seller. Seller represents and warrants to Purchaser, as of the Effective Date and,
as of the Closing date, that:
5.1.1 Seller is not subject to any involuntary proceeding for dissolution or
liquidation, and Seller has the power, i•ight and authority to enter• into and perfoi�m all of the
obligations required of Seller under this Agreement and t11e instcuments atld documents referenced
herein, and to consummate the tc�ansaction contemplated hereby.
5.1.2 Sellee has taken all requisite action and obtained, or will obtain prior to the
Closing, all requisite consents, releases and permissions in connection with entering into this
Agreement and the instruments and documents referenced herein or required under any covenant,
agreeinent, encumbrance, law or regulation with respect to the obligations required het•eundei•.
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5.1.3 This Agreement is, and all agc•eements, instruments and documents to be
executed and delivered by Seller pursuant to this Agreement shall be duly authorized, executed
and delivered by Sellec. This Agreement and all agreements, instt•uments and documents to be
executed and delivered by Seller pursuant to this Agt�eement shall be valid and legally binding
upon Seller and enforceable in accordance with their respective terms.
5.1.4 Neither the execution of this Agreement nor the consummation of the
transactions contemplated heceby does now constitute or shall result in a breach of, oc a default
under, any agreement, document, instrument or other obligation to which Seller is a party or by
which Sellec may be bound.
5.1.5 During its ownership of the Prope�-ty, Sellec has not manufactured, used,
stored or released, or permitted the manufacture, use, storage or release, of any Hazat•dous
Substances (as defined below) at or fi•om the Property in violation of any Environmental Law.
Except as may be referenced in any environmental study or report or any other document obtained
by Seller and delivered to Purchaser, (collectively, the "Environmental Reports"), which are all the
reports in Seller's possession or control which i•elate to the presence of Hazardous Substances at,
under oi� near the Property or compliance with Environmental Laws with respect to the Property,
Seller has not received froin any third pat•ty (including any fedet•al, state or municipal
governmental agency), during Seller's ownership of the Propei�ty, any written notices (i)
demanding remediation of Hazardous Substances at, on or undee the Land or Improvements, (ii)
claiming violation of any federal, state, county oi• municipal law, ordinance, order, regulation or
t•equirement affecting any portion of the Property, (iii) stating that the Seller or the Properfy is in
violation of any environmental laws or regulations, or (iv) stating that Seller is or may be
potentially responsible for the removal and/or cleanup of any Hazardous Substances at, on or under
the same. To Seller's lcnowledge, except as set forth in the Environmental Reports, there is and
has been no Hazardous Substance at, under or adjacent to the Property in violation of
Environmental Laws or for which additional investigation, clean-up or other response would be
requir•ed puisuant to Environmental Laws if disclosed to governmental authorities. As used herein,
"Hazardous Substances" means any substance or material that is defined, listed, classified or
descc•ibed as a toxic or hazardous substance, waste or material or a pollutant, effluent, emission, or
contaminant, or a solid waste, in any of the Environmental Laws, and includes (a) petroleum
(including crude oil oc any fi•action thereof, natural gas, natural gas liquids, radon gas, liquefied
natural gas, or synthetic gas usable for fuel, or any mixtut•e thereo�, petroleum-based pi�oducts and
peti•oleum additives and derived substances, lead-based oc lead-containing paint, mold, fungi or
bacterial matter, polychlorinated biphenyls (PCBs), radioactive matter, medical waste, and
chemicals which may cause cancer oc t•eproductive toxicity, asbestos, asbestos-containing material,
electromagnetic �vaves, urea formaldehyde foam insulation and transforme�s or other equiprnent
that contains dielectric fluid containing PCBs, and (b) any solid, liquid, gaseous or thermal irritant
or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, waste, phosphates,
oc chlorine. As used herein, "Environmental Laws" means all fedet•al, state and local laws, rules,
statutes, directives, binding written interpretations, binding written policies, applicable coui�t
decisions, ordinances and regulations, now ot• hereafter in force and effect and as amended fi•om
time to time, issued by any governmental authorities in any way relating to or regulating human
health, safety, industrial hygiene or environmental conditions, oe the protection of the environment
or pollution or contamination of the air (whether indoor or outdoor), soil gas, soil, surface water
or groundwater, including but not limited to CERCLA, the Hazardous Materials Transportation.
Authorization Act (49 U.S.C. § 5101 et seq.), RCRA, the Solid Waste Disposal Act, the Clean
Water Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Endangered Species Act,
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the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C.
§ 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15
U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42
U.S.C. § 11001 et seq.), the Radon Gas and Indoor Aii• Quality Research Act (42 U.S.C. � 7401 et
seq.), the National Environmental Policy Act (42 U.S.C. § 4321 et seq.), the Occupational Safety
and Health Act (29 U.S.C. § 651 et seq.), and any and all other comparable state and local
equivalents.
5.1.6 Seller has not (i) made a general assignment for the benefit of creditors, (ii)
filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by
Seller's creditoc•s, (iii) suffered the appointment of a receivec to take possession of all, or
substantially all, of Seller's assets, (iv) suffered the attachment or othec judicial seizui•e of all, or
substantially all, of Seller's assets, or (v) made an offer of settlement, extension or composition to
its creditors generally.
51.7 To Seller's knowledge, the Proper•ty Documents heretofore or hereafter
delivered or otherwise made available for viewing to Purchaser prior to Closing are complete
copies of such mater�ials as the same are maintained in the possession of Seller.
5.1.8 Seller has not granted any written right, agreement, commitment, option,
right of fitst refusal or any othec agreement, whethet• oral or wcitten, with respect to the purchase,
assignment or transfer of all or any portion of the Property.
5.1.9 Seller is a Texas non-profit corporation that is duly organized, validly
existing and in good standing under the laws of the state of Texas and Seller is qualified to do
business in the jurisdiction in which the Property is located.
5.1.10 Seller warrants that it is not a"foreign person" as that term is defined in the
Internal Revenue Code of 1986, as amended and the Regulations promulgated pursuant thereto.
5.1.11 Seller warrants that none of its assets constitutes "plan assets" subject to
ERISA or Section 4975 of the Code.
5.1.12 Sellet� is in compliance with the requirements of EYecutive Ordec� No.
133224, 66 Fed. Reg. 49079 (Sept. 25, 2001) (the "Oi•der") and other similar requirements
contained in the t•ules and regulations of the Office of Foreign Assets Control, Depai•tment of the
Treasuiy ("OFAC") and in any enabling legislation or other Executive Orders or regulations in
i�espect thereof (the Order and such other rules, regulations, legislation, or ordets are collectively
called the "Orders"). Fut-ther, Seller covenants and agrees to malce its policies, procedures and
practices regarding compliance with the Orders, if any, available to Purchaser for its review and
inspection during normal business hours and upon reasonable prior notice.
a. Neither any Seller nor, to the eYtent of Seller's actual knowledge, any
beneficial owcler of Seller: (i) is listed on the Specially Designated Nationals and
Blocl<ed Persons List maintained by OFAC pursuant to the Ocders and/oi• on any
other list of terrorists or tecrorist organizations maintained pursuant to any of the
rules and regulations of OFAC or pursuant to any other applicable Ordecs (such
lists ai•e collectively refei•red to as the "Lists"); (ii) is a peison or entity who has
been determined by competent authority to be subject to the prohibitions contained
in the Orders; or (iii) is owned or controlled by, or acts for oi• on behalf of, any
pe�son or entity on the Lists or any other person or entity who has been determined
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by competent authority to be subject to the prohibitions contained in the Ot�deis.
b. Seller hereby covenants and agrees that if it obtains actual knowledge that
it or any of its beneficial owners becomes listed on the Lists or is indicted,
arraigned, or custodially detained on charges involving money laundering or
predicate crimes to money laundering, Sellei• shall immediately notify Purchaser in wi•iting,
and in such event, Purchaser shall have the right to terminate this Agreement without
penalty or liability to Seller immediately upon delivery of written notice thereof to Seller.
In such event the Deposit shall be immediately returned to Purchaser.
5.113 There are no legal actions, suits or similar proceedings pending and setved,
or to Sellec's knowledge, threatened in writing with respect to the Property, Seller oc Seller's
ownetship or opec•ation of the Propecty, including without limitation condemnation, takings or
similar proceedings; and Seller has r�eceived no written notice of any violations of any laws, codes,
statutes, ot• other govet�nmental regulation or restrictive covenant relating to the Property; and there
are no pending or threatened challenges t•elating to any licenses or permits relating to the Propet�ty.
5.2 Bv Purchaser. Purchaser i•epi•esents and warrants to Seller as of the Effective Date
that:
5.2.1 Purchaser is a home-rule municipal corporation that is duly oc�ganized,
validly existing and in good standing under the laws of the state of Texas.
5.2.2 This Agreement is, and all agreements, instruments and documents to be
executed and delivec•ed by Purchaser pursuant to this Agt�eement shall be, duly authorized,
executed and delivered by Pui•chaser, subject to City Council Approval (as defined in Section
13.17). This Agreement is, and all agreements, instruments and documents to be executed and
delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon
Purchaser and enforceable in accordance with their respective teims, subject to City Council
Approval (as defined in Section 13.17).
5.2.3 Neither the execution of this Agreement nor the consummation of the
'transactions contemplated hereby does now constitute or shall result in a breach of, or a default
under, any agreement, document, instrument or other obligation to which Pucchaser is a party or
by which Purchaser may be bound, or any law, statute, ordinance, rule, governmental cegulation
or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser
or to the Property.
5.2.4 No petition in banla•uptcy (voluntary or otherwise), assignment for the
benefit of creditors, or petition seeking reorganization or arrangement or other action under Federal
or state banla•uptcy law is pending against or, to the good faith, actual knowledge of Purchaser,
contemplated by Put�chaser.
5.2.5 There ac•e no claims or litigation pending or, to the best of the Purchaser's
lcnowledge, contemplated or threatened against Purchaser that could reasonably be expected to
affect the Purchaser's ability to perform its obligations when and as cequired under the terms of
this Agreement.
5.3 Broker. Seller and Purchaser each represents to the other that it has had no dealings,
negotiations, or consultations with any broker, representative, employee, agent or other
intermediaiy in connection with the sale of the Property, other than LanCarte Commercial ("Sellei•'s
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Broker"). Seller shall pay a commission to Seller's Broker puisuant to a separate written
agreement between Sellec and Seller's Broker.
5.4 Survival of Representations and Wat•ranties. Notwithstanding anything to the
contraty contained herein, the representations and warranties set forth in this Section 5 shall be
true and correct in all material respects on the date hereof and on and as of the Closing Date, and
shall survive Closing of this transaction fot• a period of nine (9) months (the "Reps and Warranties
Peciod"). To the extent that Purchaser or Sellet• obtains actual knowledge after the Closing Date
tllat any of the repi•esentations and warranties set forth in this Section 5 ar•e inaccurate, untrue or
incorrect in any material cespect, each party shall have the right to being an action against the other
on the bi•each of a repi•esentation or warranty hereunder, but only on the following conditions: (a)
the pai�ty bringing the action for breach fiist learns of the breach after Closing, gives written notice
of such breach to the other party before the end of the Survival Period, and files such action on or
before the fic•st day following the fii�st anniversary of the Closing Date, and (b) neither party shall
have the right to bring a cause of action for a breach of a representation or warranty unless the
damage to such party on account of such breach (individually or when combined with damages
fi�om other breaches) equals or eYceeds Sixty-Four Thousand Five Hundred Fifty and NO/100
Dollars ($64,550.00). Neither pai�ty shall have any liability after Closing for the bi•each of a
representation oc• warranty hereunder of which the other party hereto had knowledge as of Closing.
Notwithstanding any other provision of this Agreement, any agreement contemplated by this
Agreeinent, or any rights which Purchaser might otherwise have at law, equity, or by statute,
whethet� based on conti•act or some other claim, Purchaser agi�ees that any liability of Seller to
Purchaser will be limited to ten (10) percent of the Purchase Price. The provisions of this Section
5.4 shall survive the Closing. If to the lcnowledge of Seller a representation or warranty made
herein becomes untrue, inaccurate or incorrect in any material respect after the Effective Date and
prior to the Closing Date, ot• if Purchaser becomes aware of any mattec• which malces any of Seller's
r•ept•esentations ot• warranties untrue, inaccurate or incorrect in any material respect after the
Effective Date and prior to the Closing Date, then Seller shall provide written notice of the same
to Purchaser, ot� Purchaset• shall provide written notice of the same to Seller, as applicable, and
Seller shall have the cight (but not the obligation) to attempt to cure such misrepi•esentation or
warranty and shall be entitled to a reasonable postponement of the Closing (not to exceed 15 days)
in order to do so. If Seller is unable to cure such tnisrepresentation or war►•anty to Purchaser's
ceasonable satisfaction pcior to Closing, Purchaser will have the right to (a) terminate this
Agreement by giving written notice to Seller, whereupon the Deposit shall be delivered promptly
to Pucchaser, after which neither parry shall have any fucther rights against the other; or (b) waive
its right to te�minate this Agi•eement and proceed to the Closing of the purchase of the Property.
6. CONDITIONS PRECEDENT TO CLOSING.
6.1 Conditions for the Benefit of Purchaser. The obligation of Purchaser to consummate
the conveyance of the Pr•opet•ty hereunder is subject to the full and complete satisfaction or waiver
of each of the following conditions pc•ecedent, unless waived in writing by Purchaser:
6.11 The representations and warranties of Seller contained in this Agreement
shall be true, complete and accurate in all matecial respects, on and as of the Date of Closing.
6.1.2 Seller shall have cured or satisfied any Objections that the Seller has agreed
to cure within the Cucative Period, or Purchaser shall have waived the same.
6.1.3 Seller shall have performed all of its obligations hereunder in all material
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respects unless performance thereof is waived by Purchaser.
6.1.4 Intentionally Omitted.
6.2 Conditions for the Benefit of Sellec•. The obligation of Seller to consummate the
conveyance of the Property hereunder is subject to the full and complete satisfaction or waiver of
each of the following conditions precedent, unless waived in wciting by Seller:
6.2.1 The rept•esentations and wai•ranties of Purchaser under this Agreement shall
be true, complete and accucate in all material respects, on and as of the Date of Closing as if the
same were made on and as of such date.
6.2.2 Purchaser shall have paid the Purchase Price and pecformed all of its
obligations hereunder unless performance thereof is waived by Seller.
6.3 Failure of a Condition. In the event any of the conditions set forth in this Section
are not fulfilled or waived, the parties shall proceed in accordance with Section 10.1 hereof.
7. CLOSING COSTS AND PRORATIONS.
7.1 Purchaser's Costs. Pucchaser will pay the following costs of closing this tcansaction:
7.1.1 All endorsements to the standard Owner's Title Policy, all costs of
removing any so-called "preprinted standard exceptions", as well as all pceiniums, fees and costs
associated with the issuance of a mortgagee title insut•ance policy and any endoi�sements thereto,
if applicable;
7.1.2 The costs and fees for recoi�ding the Deed and any other documents that are
i•equired to be reco►�ded in connection with this transaction and (b) one half ( U2) the cost of
escrow fees, settlement fees and other charges of the Title Co►npany due in connection with
the closing of this transaction;
7.1.3 The fees and disbursements of Purchaser's counsel and any other expense(s)
incurred by Purchaser or its representative(s) in inspecting or evaluating the Property ot• closing
this transaction;
71.4 The cost of the Survey and the Assessment, if applicable; and
7.1.5 Any other expenses customarily paid by the purchaser of similar property
in Tarrant County, Texas or that are agreed to be paid by Purchaser herein.
7.2 Seller's Costs. Seller will pay the following costs of closing this transaction:
7.2.1 One half (1 /2) the cost of escrow fees, settlement fees and other charges of
the Title Company due in connection with the closing of this transaction;
7.2.2 The base premium for a standard Owner's Title Insurance Policy insuring
the Purchaser in the amount of the Pucchase Price;
7.2.3 The fees and disbursements of Seller's counsel;
7.2.4 The cost of the title insucance Cotnmitment including all title examination
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fees;
7.2.5 All transfer taxes, if any, due in connection with the sale of the Real Property;
and
7.2.6 The fees of Seller's Broker including those referred to in Section 5.3 above;
7.2.7 Any other expenses customarily paid by sellers of similai• property in
Tart•ant County, Texas or that are agreed to be paid by Seller herein.
7.3 Proration. All revenues and expenses, including, but not limited to, installment
payments of special assessment liens, vault charges, sewer charges, utility charges, reimbursement
of maintenance and repair expenses and normally prorated operating expenses billed oi• paid as of
the Date of Closing shall be proi•ated as of 11:59 p.m. C.T, on the day befoi•e the Date of Closing
and shall be adjusted against the Purchase Pi�ice due at Closing.
7.3.1 Utilities. Seller may maintain any accounts with utility companies on or
after the Closing through the term of the Leaseback.
7.4 Taxes. Purchasei� ��epresents that it is exempt fi•om ad valorem taxation for the
Property. Therefore, ad valorem taxes will not be prorated, and Purchaser will be responsible for
payment of ad valorem taxes assessed against the Property for the year in which Closing occurs,
but only for the period of time after the Closing Date, and Seller shall pay for any taxes and
assessments applicable to the Property up to the Date of Closing. The provisions ofthis Section 7.4 survive
the Closing.
7.5 In General. Any other costs or charges of closing this transaction not specifically
mentioned in this Agreement shall be paid and adjusted in accordance with local custom or
ordinance in the jurisdiction in which the Property is located.
7.6 Purpose and Intent. Except as expressly provided herein, the general puipose and
intent as to the pc�ovisions of proration and apportionments set forth in this Section 7 and elsewhec•e
in this Agreement is that Seller shall bear all eYpenses of ownet•s11ip and operation of the Property
during its period of ownership and shall ceceive all income therefi•om accruing thcough midnight
of the day preceding the Closing and Purchaser shall bear all such expenses and receive all such
income accruing thereafter.
8. CLOSING AND ESCROW.
8.1 Closin�. The purchase and sale of the Property shall be consummated at closing
(the "Closin�") thi•ough a closing coinpliant with Texas Department of Insurance rules and
regulations administei�ed by the Title Company on or before thirty (30) calendar days after the
expiration of the Due Diligence Period (the "Date of Closin�" oc• "Closin�"). Closing shall
occut• on the Date of Closing through escrow at the offices of the Title Company, or at such other
time and place as may be agreed to in writing by Seller and Purchasec.
8.2 Seller's Deliveries. Seller shall deliver either at the Closing oc• by malcing available
at the Pi�operty, as appropriate, the following original docutnents, each executed and, if requiced,
acknowledged:
8.2.1 A Special Warranty Deed (the "Deed") in a form to be agreed upon by
Purchaser and Seller, conveying the Real Property subject only to a reservation of minerals
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including a surface use waiver, and Perinitted Matteis, with warranty of title to the Real Property
in the Deed limited to the acts of the Seller during its coutse of owneiship of the Real Property and
as to claims made by, through or• under Seller, but not otherwise;
8.2.2 Originals (to the extent in Seller's possession or on the site of the Real
Property) of the Surviving Contracts; an assignment of the Sw•viving Contracts and Intangible
Propei�ty to Purchaser by way of an assignment and assumption agreement, in a form to be agreed
upon by Purchaser and Seller (the "Assignment of Contracts and Intan�ible Property"), conveying
to Purchaser Seller's rights, title and interest in and to Suiviving Contracts and Intangible Property
attributable to the Property
8.2.3 An affidavit pursuant to the Foreign Investment and Real Property Tax Act
in the form attached het•eto as Schedule 8.2.3 (the "FIRPTA").
8.2.4 Appropriate evidence of Seller's authority and the authority of the person
executing any documents at Closing on behalf of Seller, acceptable to the Title Company, to enter
into the transactions contemplated by this Agreement.
8.2.5 An "Owner's Affidavit" to the Title Company in the form attached hereto
as Schetlule 8.2.5.
8.2.6 A settlement statement to the Title Company (the "Settlement Statement"),
prepared by the Title Company.
8.2.7 Such other documents, certificates and other instruments as may be
reasonably required to consummate the transaction contemplated hereby, provided such documents
do not increase Seller's liability hereunder.
8.2.8 An affidavit of Seller regarding mechanics' and materialmen's liens,
possession of Property, the authority of and power of Seller to complete the transactions provided
for herein, and gap coverage in a form reasonably acceptable to Purchaser and the Title Company
(the "Title Affidavit").
8.2.9 A Non-Foreign Certificate in form ceasonably acceptable to Purchaser.
8.3 Purchaser's Deliveries. At the Closing, Purchaser shall (a) pay Seller the Purchase
Price as required by Section 2 hereof, and (b) execute and deliver the following documents:
8.3.1 Evidence of Purchaser's authority, and the authority of the person executing
any documents at Closing on behalf of Purchaser, acceptable to Seller and the Title Company, to
enter into the transactions contemplated by this Agceement.
8.3.2 The Settlement Statement.
8.3.3 The Leasebacic Agreement.
8.3.4 Such other documents, certificates and other instruments as may be reasonably
required to consuinmate the transaction contemplated hereby.
8.4 Possession. Subject to t11e Leasebacic Agreement, Purchasei• shall be entitled to
possession of the Pcoperty at the conclusion of the Closing subject to Permitted Matters.
8.5 Escrow Closin�. Purchaser and Seller (or their respective counsel on behalf of
Purchaser and Seller) shall execute letters of escrow closing instructions (the "Closin�
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
Instructions") which will provide that, on the Date of Closing: (a) Seller and Purchaser shall each
deposit with the Title Company all of the documents and instruments described in Sections 8.2 and
8.3, above (the "Closing Documents"); and (b) Purchaser shall deposit with the Title Company the
balance of the Pui•chase Price requiced to be paid aftec application of the Deposit thereto and any
proration, adjustment and/or credit required to be made under this Agreement (the "Adjusted
Purchase Price"), all of which shall be set forth on, and mutually agreeable pursuant to, a
Settlement Statement executed by both Purchaser and Seller at Closing. Upon receipt of the
Adjusted Purchase Price, and the satisfaction of all other conditions set forth in the Closing
Instructions, the Title Company shall be authorized and directed to disburse the Adjusted Purchase
Price to Seller or its designee(s), record the Deed in the conveyance cecoc•ds of Tarc•ant County,
TeYas, and release the remaining Closing Documents to the appropriate parties, all in strict
accordance with the Closing Instructions.
9. DAMAGE, DESTRUCTION AND CONDEMNATION.
9.1 Casualtv. Except as pcovided herein, Seller assumes all risk of loss or damage to
the Propet�ty by fire or other casualty until the Closing. If at any time on or prior to the Date of
Closing any portion of the Property is destroyed or damaged as a result of fire oi• any other cause
whatsoever, Seller shall pt•omptly give written notice thereof to Purchaser. If the estimated cost to
repair the damage or destruction exceeds $1,000,000.00 as reasonably estimated by Seller, then
either Purchaset• or• Seller shall have the right to terminate this Agreement by wi•itten notice to the
other party within ten (10) days following the date upon which Puc•chaser receives Seller's written
notice of the destt•uction or damage. If either party timely elects to terminate this Agreement within
the aforesaid period, the Title Company shall return the Deposit to Purchaser, and upon Purchaser's
receipt of the same, this Agreement shall tecminate as of the date of the damage or destruction, and
neither party shall have any further obligations to the other except for any obligations that survive
tiermination, as speciiically set forth herein. If neither party elects to terminate this Agreement, oi•
if the cost of repair is equal to or less than $1,000,000.00, this Agceement shall reinain in full force
and effect, and Seller, at Seller's election, shall do one of the following: (i) perform any necessaty
repaiis if the same can be completed prioc to the Closing Date (as reasonably determined by Seller),
or (ii) if such repairs cannot be completed pcior to the Closing Date, then at the Closing, Purchaser
shall be assigned all of Seller's right, title and interest in and to the insurance proceeds under
Seller's insurance policy covering such casualty, if any (or, if there is no such insurance policy in
place because Seller has elected to self-insure, Seller shall pay Purchaser the amount that would
have been paid under a replacement value property insurance policy for the Building), and the
parties shall proceed to Closing with a reduction in the Purchase Pt•ice in the amount of the
deductible under such policy (or the amount of any deductible maintained under Seller's self-
insurance pi•ogram).
9.2 Condemnation. In the event, at any time on or prior to the Date of Closing, any
action or proceeding is filed by a governmental authoriry or other party with eminent domain
powec•s other than Pucchaser, under which the Property, or any portion thereof, may be taken
putsuant to any law, ocdinance or regulation or by condemnation or the cight of eminent domain,
Seller shall promptly give written notice thereof (which notice shall describe the type of action
being talcen against the Pi•operty, and which portions of the Pcoperty will be affected thereby) to
Purchaser. In the event such talcing adversely affects any portion of any building improvements on
the Pcoperty, or makes the use of the Property non-conforming or permanently, adveisely affects
access to the Real Property, or pecmanently impairs the current use or Purchaser's intended
development of tlie Real Property, Purchaser or Sellec shall have the rigllt to terminate this
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
Agreement by written notice to the other party on or� prior to the earlier of (i) ten (10) days
following the date upon which Pucchaser receives Sellet•'s written notice of such action or
proceeding or (ii) the Date of Closing. If eitller party timely elects to terminate this Agreement
within the aforesaid period, the Title Company shall ceturn the Deposit to Purchaser, and upon
Purchaser's receipt of the same, this Agreement shall terminate and neither party shall have any
fucther obligations to the other except for any obligations that survive termination, as speci�cally
set foi•th 1lerein. If Purchaser oc Seller does not elect to terminate this Agl•eement within the
aforesaid period, this Agreement shall cemain in full focce and effect and the parties shall pcoceed
to closing without any reduction or adjustment in the Purchase Price, except that all condemnation
pc•oceeds will be assigned to Puc•chaser. Notwithstanding anything hec•ein to the conteaiy, if any
action or proceeding is filed by Pucchaser on or prior to the Date of Closing, under wl�ich the
Property, or any pot•tion thereof, may be taken pursuant to any law, ocdinance oc cegulation or by
condemnation or the right of eminent domain, this Agreement shall remain in full force and effect
and the parties shall proceed to closing without any reduction or adjustment in the Purchase Price,
except that all condemnation proceeds will be assigned to Purchaser.
10. FAILURE OF CONDITIONS PRECEDENT; DEFAULT AND REMEDIES.
101 Failure of Conditions Precedent. If any of the conditions precedent stated in Section
6 have not occurred or been satisfied on or before the Closing Date, the party in whose favor the
relevant condition precedent runs may: (a) terminate this Agreement by written notice to the
appropciate party on or before the Closing Date, in which event the Title Company shall deliver
the Deposit to the appropriate pacty as determined by the applicable provision for the return of the
Deposit and this Agreement shall terminate and neither pai�ty shall have any fut�ther obligations to
the other except as specifically set for•th in this Agreement, or (b) waive such conditions precedent
and proceed to Closing.
10.2 Purchaser Default. IF PURCHASER FAILS TO COMPLETE THE PURCHASE
PROVIDED FOR HEREIN DUE TO PURCHASER' S MATERIAL DEFAULT OR FAILURE TO
COMPLY WITH THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, AND
PROVIDED THAT SELLER IS NOT IN MATERIAL BREACH OF THIS AGREEMENT,
SELLER, AS ITS SOLE AND EXCLUSIVE REMEDY, SHALL RETAIN AN AMOUNT
EQUAL TO PURCHASER'S DEPOSIT AS FULLY LIQUIDATED DAMAGES AND AS
SELLER'S SOLE AND EXCLUSIVE REMEDY, WHICH THE PARTIES AGREE IS A
REASONABLE SUM CONSIDERING ALL OF THE CIRCUMSTANCES EXISTING ON THE
DATE OF THIS AGREEMENT, INCLUDING THE RELATIONSHIP OF SAID SUM TO THE
RANGE OF HARM THAT REASONABLY COULD BE ANTICIPATED AND THE
ANTICIPATION THAT PROOF OF ACTUAL DAMAGES WOULD BE COSTLY OR
INCONVENIENT. IN PLACING ITS INITIALS AT THE PLACE PROVIDED BELOW, EACH
PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE
ABOVE AND THE FACT THAT EACH WAS REPRESENTED BY COUNSEL WHO
EXPLAINED THE CONSEQUENCES OF THIS LIQUIDATED
THEo�'IME THE AGREEMENT WAS MADE.
��
Se er s Initials
DAMAGES PROVISION AT
va
DB
Purchaser's Initials
10.3 Seller Default. In the event Seller defaults oi• fails to perf'orm any of the covenants
and conditions of Seller under this Agreement, or any of the representations and warranties of
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
Seller were untrue, incorrect or misleading as of the date made (or recertified), as its sole remedy
Purchaser shall be entitled to exercise any one of the following t•ights oc• remedies: (i) the right to
terminate this Agreement by giving wcitten notice to Seller, whereupon the Deposit shall be
delivered promptly to Purchaser, (ii) the right to enforce speciiic perfor�mance of Seller's obligation
hereunder, or (iii) solely in the event that Seller intentionally conveys an interest in the Propei�ty after
the Effective Date, Purchasec• may exercise any rights available at law or in equity, for c•ecovery of
actual out-of-pocket losses or damages (but not exemplary or consequential damages).
10.4 Teimination. Upon any termination of this Agc•eement p�u�suant to any i�ight of a
party to terminate set forth in this Agreement, (a) the Deposit shall be paid over to the party entitled
to the same as set fortl� herein, and (b) all documents deposited by Pu�•chaser and Seller into esc��ow shall be
returned by the Title Company to the pai�ty depositing the same, whereupon the pacties will have no
continuing liability to each other unless otherwise expressly stated in any provision of this Agreement.
11. NOTICES. Any notice requit•ed or permitted to be given hereunder may be served
by a party or its attorney and must be in writing and shall be deemed to be given when (a) hand
delivered, (b) delivered to United Parcel Service (Ovei•night) or Federal, Express, or anothec� similar
overnight express seivice, or (c) transmitted by electconic mail (provided that a copy is also sent
by the manner described in clause (a) oi• (b) on the following business day), in any case addressed
to the parties at their respective addresses set foi•th below:
If to Purchaser:
With a copy to:
City of Fort Wo►�th
Property Management Department
200 Texas Street
Fort Worth, TX 76102
Attn: Ricl<y Salazar, Assistant Director
Ricac•do. Salazar@fortworthtexas. gov
City of Fort Worth
200 Texas Street
Fort Worth, TX 76102
Matthew A. Murray, Assistant City Attorney
Matthew. Mu►�ray@fortworthtexas.gov
If to Seller: Center for Transforming Lives
C/O: Ms. Sarah LanCac-te, President
LanCarte Commercial
2627 Tillac Street, Suite 121
Fort Worth, TX 76107
With a copy to:
If to Title Company:
Winstead PC
300 Throcicmorton Street, Suite 1700
Foct Worth, TX 76102
Attn; Ryan Goins
EmaiL• rgoins@winstead.com
Rattilcin Title Company
201 Main Street, Suite 800
Fort Worth, Texas 76102
Attn: Megan Newburn
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
Email: mnewburn@rattikintitle.com
or, in each case, to such other address as either party may fi�om time to time designate by giving
notice in wciting pursuant to this Section 11 to the other pac•ty. Telephone numbets are for
infoimational pui•poses only. Effective notice will be deemed given only as provided above, except
as otherwise expressly provided in this Agi•eement.
12. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT AND/OR THE OTHER DOCUMENTS AND INSTRUMENTS TO BE
DELiVERED BY SELLER AT CLOSING (BUT EXPRESLY EXCLUDING THE
LEASEBACK AGREEMENT), IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT
MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES
OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER' S WARRANTY OF TITLE TO BE
SET FORTH IN THE DEED), ZOMNG, TAX CONSEQUENCES, PHYSICAL OR
ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS,
VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY
WITH GOVERNMENTAL LAWS, THE TRUTH, ACCi_JRACY OR COMPLETENESS OF THE
PROPERTY DOCUMENTS OR ANY OTHER INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER TO PURCHASER, OR ANY OTHER MATTER OR THING
REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT
UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND
PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS,"
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN THIS AGREEMENT.
PURCHASER HAS NOT RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE
FOR OR BOUND BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES,
STATEMENTS, REPRESENTATIONS OR INFORMATION PERTAINING TO THE
PROPERTY OR RELATING THERETO MADE OR FURNISHED BY SELLER, THE
MANAGER OF THE PROPERTY, OR ANY REAL ESTATE BROKER OR AGENT
REPRESENTING OR PURPORTING TO REPRESENT SELLER, TO WHOMEVER MADE
OR GIVEN, DIRECTLY OR INDIRECTLY, VERBALLY OR IN WRITING, UNLESS
SPECIFICALLY SET FORTH IN THIS AGREEMENT. PURCHASER REPRESENTS TO
SELLER THAT PURCHASER HAS CONDUCTED, OR WILL CONDUCT PRIOR TO
CLOSING, SUCH INVESTIGATIONS OF THE PROPERTY, INCLUDING BUT NOT
LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS
PURCHASER DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION OF THE
PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE
TAKEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR
DISCHARGED FROM THE PROPERTY, AND WILL RELY SOLELY UPON SAME AND NOT
UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS
OR EMPLOYEES W1TH RESPECT THERETO, OTHER THAN SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS OP SELLER AS ARE EXPRESSLY SET FORTH IN THIS
AGREEMENT. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING BUT NOT LIMITED TO, CONSTRUCTION DEFECTS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER'S INVESTIGATIONS, AND PURCHASER, UPON CLOSING, SHALL BE DEEMED
TO HAVE WAIVED, RELINQUISHED AND RELEASED SELLER FROM AND AGAINST ANY AND
Dacusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING CAUSES OF ACTION IN TORT),
LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES
AND COURT COSTS) OF ANY AND EVERY KIND OR CHARACTER, I<NOWN OR UNI<NOWN,
WHICH PURCHASER MIGHT HAVE ASSERTED OR ALLEGED AGAINST SELLER AT ANY TIME
BY REASON OF OR ARISING OUT OF ANY CONSTRUCTION DEFECTS, pHYSICAL
CONDITIONS, VIOLATIONS OF ANY APPLICABLE LAWS (INCLUDING ANY
ENVIRONMENTAL LAWS) AND ANY AND ALL OTHER ACTS, OMISSIONS, EVENTS,
CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY; PROVIDED, HOWEVER, THAT
THE FOREGOING PROVISION SHALL NOT BE CONSTRUED TO LIMIT ANY REMEDY
PROVIDED TO PURCHASER PRIOR TO CLOSING UNDER SECTION 5.1 AND SECTION 103 OF
THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 12 SHALL SURVIVE THE CLOSING.
IN NO EVENT SHALL ANY REPRESENTATION, WARRANTY, COVENANT OR OBLIGATION OF
SELLER, IN ITS CAPACITY AS "TENANT" UNDER THE LEASEBACIC AGREEMENT BY
DEEMED OR CONSTRUED TO BE A
CHARACTER, EXPRESS OR IMPLIED,
THER�OF.
G�
Se Initials
13. MISCELLANEOUS.
WARRANTY OR REPRESENTATION OF ANY KIND OR
WITH RESPECT TO THE PROPERTY OR THE CONDITION
aa
oe
Purchaser's Initials
13.1 Entire A�reement. This Agreement, together with the EYhibits and Schedules
attached hereto, all of which are incorporated by reference, is the entire agreement between the
parties with i•espect to the subject mattec• hereof, and no alteration, modification or interpi•etation
hereof shall be binding unless in writing and signed by both parties.
13.2 Severability. If any provision of this Agreement or its application to any pai�ty or
circumstances shall be detei•mined by any court of competent jurisdiction to be invalid and
unenforceable to any extent, the remainder of this Agreement or the application of such pcovision
to such person or circumstances, othet� than those as to which it is so determined invalid or
unenforceable, shall not be affected thereby, and each provision hereof shall be valid and shall be
enforced to the fullest extent pecmitted by law.
13.3 Applicable Law; Venue. This Agreement shall be consti•ued and enforced in
accordance with the internal laws of the state in which the Land is located. Venue shall lie in
Tarrant County, Texas.
13.4 Assi ng ability. Purchaser may not directly or indirectly assign or transfer any of
Purchaset•'s rights, obligations and interests under this Agreement, to any peison or entity without
the prior wcitten consent or approval of Seller, which consent or appi•oval must be requested in
wr•iting and received by the Seller not less than iive (5) business days prioc• to the Closing Date and
which consent may be given in Seller's sole and absolute discretion. Notwitllstanding the
focegoing, Purchaser may assign its rights undec this Agreement to an entity contcolling, controlled
by, or undec common control with, Puc•chaser (an "Assi n�ee"), provided that such Assignee
expressly assumes all of the obligations of Purchaser heceunder in a written agreement and such
Assignee malces each and all of the repc•esentations and wac•c•anties made by Put•ci�aser herein.
13.5 Successois Bound. This Agreement shall be binding upon and inure to the benefit
of Put•chaser, Seller and their respective successors and pecmitted assigns.
13.6 Captions; Inteipretation. The captions in this Agreelnent are inserted only as a
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
matter of convenience and for reference and in no way define, limit or describe the scope of this
Agreement or the scope or content of any of its provisions. Whenever the context may require,
words used in this Agi•eement shall include the corresponding feminine, masculine, or neuter
forms, and the singular shall include the plural and vice versa. Unless the context expressly
indicates otherwise, all refecences to "Section" are to sections of this Agreement.
13.7 No Partnership. Nothing contained in this Agreement shall be construed to create a
partnership or joint venture between the parties or their successors in interest or per•mitted assigns.
13.8 Time of Essence. Time is of the essence with respect to the performance of the
obligations of Sellec and Pucchaser under this Agreement.
13.9 Counterparts. This Agreement may be executed, witnessed and delivered in any
number of counterparts, each of which so executed and delivered shall be deemed to be an original
and all of which shall constitute one and the same instrument. A".pdf ' signature page delivered
by the pai�ties' counsel via electronic mail shall be as acceptable as an original. A fully executed
copy of this Agreement shall be enforceable as an original, the parties hec•eto waiving any rule of
evidence requiring prodttction of the original.
13.10 Recordation. Purchaser and Seller agree not to record this Agreement or any
memorandum hereof ot• any Affidavit of Interest or other document oc� i•ecord prior to Closing.
13.11 Proper Execution. This Agreement shall have no binding force and effect on either
party unless and until both Purchaser and Seller shall have executed and delivered this Agreement.
13.12 Waiver. No waiver of any breach of any agreement or pr•ovision contained hei•ein
shall be deemed a waiver of any preceding or succeeding breach of any other agreement or
provision herein contained. No extension of time for the performance of any obligation ot• act shall
be deemed an extension of time foi• the performance of any other obligation or act.
13.13 Business Days. If any date herein set forth for the performance of any obligations
by Sellec or Purchaser or for the delivety of any instrument ot• notice as herein provided should
fall on a Saturday, Sunday or Legal Holiday (heceinafter defined), the compliance with such
obligations or delivecy shall be deemed acceptable on the next business day following such
Saturday, Sunday or Legal Holiday. As used herein, the term "Le�al HolidaX" shall mean any local
or federal holiday on which post offices are closed in Fort Worth, Texas.
13.14 Prohibited Persons and Transactions. Purchaser represents and warrants to
Purchasec's knowledge: (i) Purchaser is not a Prohibited Person (defined below); (ii) none of its
investors owning twenty percent (20%) or more of the limited liability company interests in
Purchaser, is a Prohibited Pecson; (iii) the funds oc other assets Purchaser will tcansfer to Seller
under this Agreement are not the propec-ty of, oc� beneficially owned, directly or indirectly, by a
Pcohibited Pecson; and (iv) the funds or other assets Pucchasec will transfer to Sellee under this
Agreement aee not the pi•oceeds of specified unlawful activity as defined by 18 U.S.C. §
1956(c)(7). "Prohibited Person" means any of the following: (a) a person or entity that is listed in
the AnneY to, ot• is otherwise subject to the pt•ovisions of, Executive Order No. 13224 on Tercocist
Financing (effective September 24, 2001) (the "Executive Order"); (b) a person oe entity owned
or controlled b5�, or acting for or on behalf of any person or entity that is listed in the Annex to, or
is otherwise subject to the provisions of, the Executive Ocder; (c) a person or entity that is named
as a"specially designated national" or "blociced person" on the most current list published by the
U.S. Treasucy Depart►r►ent's Office of Foceign Assets Contcol ("OFAC") at its official website,
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
http://www.treas.gov/offices/enforcement/ofac; (d) a pelson or entity that is otherwise the target
of any economic sanctions program currently administered by OFAC; or (e) a person oc entity that
is affiliated with any person or entity identified in clause (a), (b), (c) and/or (d) above. The
foregoing repeesentations shall survive Closing and any tertnination of this Agreement.
13.15 1031 Exchan�e. Each party acicnowledges that the other party may desire to
effectuate a tax-defecred exchange (also lcnown as a"1031" exchange) in connection with the
Closing. Therefore, each party, at no cost or liability to such party, shall cooperate with each other
in connection with each pat-ty's respective 1031 exchange, including that the parties will execute
such documents as may reasonably be cequired for each of Sellec and Puechaser, as applicable, to
qualify this transaction for treatment under Section 1031 of the Internal Revenue Code. To the
extent permitted by Texas law and without waiving Seller's sovereign immunity, each party agrees
to (and any eYchange agreement shall provide that the exchanging party shall) hold the other party
harmless from any claims or causes of action arising out of, or related to, the exchange. The
Closing is not conditioned on the closing (in escrow or otherwise) of exchange property. Nothing
contained in this Section or the exchange agreements shall in any way (i) cequire the other pacty
to take title to any other property, or (ii) limit each party's covenants and obligations under this
Agreement, including, but not limited to, any of same which survive Closing or the termination of
this Agreement pursuant to its terms, or (iii) result in a delay in Closing.
13.16 Limited Liabilitv. Seller and Purchasec each agrees that it does not have and will
not have any claims or causes of action against any disclosed or undisclosed officer•, dicector,
employee, trustee, shareholder, pat�tner, principal, pac•ent, subsidiary or other affiliate of the other
party, ot• any officer, directoc, employee, trustee, shareholder, partner or pcincipal of any such
pai•ent, subsidiary or other affiliate (collectively, the "Other Party's Affiliates"), arising out of or
in connection with this Agreement or the transactions contemplated hereby. Seller and Purchaser
each agrees to look solely to the other pairty and its assets for the satisfaction of any liability or
obligation arising under this Agreement or the transactions contemplated heceby, or foc the
performance of any of the covenants, warranties or othet� agreements contained herein, and further
agrees not to sue oi• otherwise seek to enfoc•ce any personal obligation against any of the Othe►•
Party's Affiliates with respect to any matters arising out of or in connection with this Agreement
or the tcansactions contemplated hereby. The provisions of this Section 13.16 shall survive the
termination of this Agreement and the Closing, in either case as applicable, for a period of one (1)
year.
13.17 City Council Approval. Notwithstanding anything herein to the contra�y, Seller
hereby acknowledges and agrees that the Purchaser's execution of this Agreement, its
representations and wareanties undec this Agreement, Purchaser's willingness and agreement to
purchase the Property, and to consummate the transactions contemplated under this Agreement ace
expressly subject to the approval of the Fort Wocth City Council in a public meeting ("Cit,y Council
Approval"). Purchaser eapects that City Council Approval shall occtu� within the Due Diligence
Peciod; provided that if City Council Appcoval is not obtained prior� to expiration of the Due
Diligence Period, Ptu�chasei• must nonetheless elect to proceed or terminate this Agreement in
accordance with the provisions relating to the Due Diligence Period. If the City Council Appi�oval
has not been obtained on the Date of Closing, Pucchasec shall not be in default hereunder and either
party may terminate this Agceement by delivei•ing wcitten notice to the other party. If either party
timely elects to terminate this Agreement in accordance with this Section 13.17, the Title Company
shall deliver the Deposit to Seller, and upon Seller's receipt of the same, this Agreement shall
terminate and neither pacty shall have any fiirther obligations to the other except foc any obligations
that survive termination, as specifically set forth hec•ein.
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
[signature page follo�vs]
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-9583E1152054
PURCHASER: CITY OF FORT WORTH, TEXAS
By: Dana Burghdoff(Jul,2024CDT)
Dana Burghdoff, Assistant City Manager
Jul23,2024 Date: ___________ _
ATTEST: r"�
Jannette S. Goodall
City Secretary
APPROVED AS TO LEGALITY AND FORM: f1qjfhew t1wrtJX
Matthew Murray {Jul 23, 2024 09:37 CDT)
Matthew A. Murray
Assistant City Attorney
M&C: _________ _ Date: -----------Contract Compliance Manager:
Contract Approval:
�-;(4� By: ______________ _
Marilyn Marvin
Interim Director, Property Management Department
By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, includin ensuring all performance and reporting requirements.
�
Ri y Salazar, Assistant Director
Property Management Department -Real Estate Division
SELLER: CENaReiQ&;I'RANSFORMING LIVES
By: __]!ru.. �W:
Title: CEO ��-----------Date: 212212024
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
ACKNOWLEDGMENT BY TITLE COMPA�VY
The Title Company hereby acknowledges receipt of a counterpart of this Agreement
executed by Seller and Puc•chaser on , 2024
RATTIHIN TITLE COMPANY
By:
Name: Megan Newbucn
Title:
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
SCHEDULE 1.1.1
LEGAL DESCRIPTION
Appc•oximately 0.46 Acces ICnown as 512 W. 4'�' Street, Fort Worth, Tarc•ant County, Texas, 3,
Block 47 of Fort Woi�th Original Town (Tarrant Appcaisal District Account Nos. 00002798 and
04910702)
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
SCHEDUL� 1.1.4
SERVICE CONTRACTS
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
SCHEDULE 1.4
Form of Leasebacic Agreement
LEASE AGREEMENT BETWEEN
CITY OF FORT WORTH, TEYAS'
AS LANDLORD,
AND
CENTER FOR TRANSFORNIING LIVES
AS TENANT
DATED _, 2024
512 W. 4th Street, Foi•t Worth, Tarrant County, Texas, 76102
� Pui•chaser undei• PSA.
Docusign Envelope ID: C8218524-44C8-4945-ADAA-95B3E1152054
BASIC LEASE INFOFtMATION
Lease Date:
ZLandlord
Tenant
[ ], 2024
CITY OF FORT WORTH T�XAS
CENTER FOR TRANSFORMING LIVES
Pretnises: All of that certain building (the "Buildin�") whose street address is 512 W. 4th Street, Fort
Woi•th, Tarrant County, Texas, 76102. The land on which the Building is located (tlle
"Land") is described on Exhibit A.
Initial Lease Tecm: Starting on the Commencement Date and ending at 5:00 p.m. local time on January 31, 2025,
subject to adjustment and earlier termination as provided in the Lease.
Option to Renewal options for month-to-month terms after Januaiy 31, 2025 thcough May 30, 2025 (the
Extend: "Extended Leaseback"). In order to eaercise its option to extend the term of the Leaseback
Ageeement on a month-to-month basis, Seller must deposit Two Hundred Twenty Thousand
Dollars ($220,000.00) with the Title Company at Closing (the "Escrowed Rent") and provide
written notice to Pui�chaser of Seller's exercise of the Extended Leaseback no less than twenty
(20) days before the expiration of the Initial Lease Term or any one month term of the
Extended Leaseback. The Initial Lease Term and the Extended Leaseback may be
collectively referred to herein as the "Term."
Commencement
Date:
Basic Rent:
Security Deposit:
Additional Rent:
Rent:
�_], 2024
Basic Rent for t{1e fiist Initial Lease Term shall be equal to $1.00. Basic Rent for any
month-to-month term following the Initial Lease term shall be $55,000.00 per month.
Upon the Commencement Date, Tenant shall pay to Landlord the Basic Rent payment for
the Initial Lease Term. Upon Tenant's exercise of the Extended Leasebacic and as the Basic
Rent for each cnonth that Seller elects to exercise the EYtended Leaseback, the Title
Company (as defined in the Purchase and Sale Agceement) shall eelease Fifty-Five
Thousand, Dollars and No/100 ($55,000.00) to Landlord on the first of each month fc�om the
Escrowed Rent (as defined in the Purchase and Sale Agreement).
None.
Impositions and all other costs due from Tenant to Landlord pursuant to the tecros of this
Lease.
Basic Rent, Additional Rent, and all othei• sums that Tenant may owe to Landlocd oc
otherwise be required to pay undei• tl�e Lease.
z Purchaser undec PSA.
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
Permitted Use:
Purchase and Purchase and Sale Agreement dated as of , 2024, between Tenant, as Seller,
Sale Agreement: and the City of Fort Worth, as Purchaser (the "Pui•chase and Sale Agreement").
Landlocd's 200 Texas Street
Address: Foi•t Worth, Texas 76102
Attn: Ricicy Salazar, Assistant Dit•ector
Telephone: (817) 392-8379
Email: Ricardo.Salaza►�@fortworthtexas.gov
Tenants' For all Notices:
Address:
W ith a copy to:
200 Texas Street
Foct Wocth, Texas 76102
Attn: Matthew A. Mut•cay
Telephone: (817) 392-8864
Email:
Matthew.Mui•ray@fortworthtexas.gov
With a copy to:
The foregoing Basic Lease Information is incorporated into and made a part of the Lease identified above. If any
conflict exists between any Basic Lease Inforination and the Lease, then the Lease shall control.
Dacusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
LEASE
This Lease Agreement (this "Lease") is entered into as of the Lease Date between Landlord
and Tenant (as each such term is defined in the Basic Lease Infocmation).
1. Definitions and Basic Provisions. The deiinitions and basic provisions set forth
in the Basic Lease Information (the "Basic Lease Information") are incorporated herein by
c•eference for all purposes. Additionally, the following terms shall have the following meanings
when used in this Lease: "Affiliate" means any person or entity which, directly ot• indirectly,
through one or more intermediaries, controls, is contc•olled by, or is umdei• common control with
the party in question; "Building's Structure" means all structural portions of the Premises,
including, without limitation, the Building's roof and roof inembrane, elevator shafts, footings,
foundations, structural portions of load-bearing walls, structural floors and subfloors, structural
columns and beams, and curtain walls; "Buildin�'s Systems" means all systems ser•vicing the
Premises, including, without limitation, the Building's HVAC, life-safety, plumbing, electrical,
mechanical and elevator systems; "including" means including, without limitation; "Laws" means
all federal, state and local laws, ordinances, building codes and standards, rules and regulations,
all court ordei•s, governmental directives, and governmental orders and all interpretations of the
focegoing, and all restrictive covenants affecting the Premises, and "Law" means any of the
foregoing; "Tenant's Off-Premises Equipment" means any of Tenant's equiprnent or other
property that may be located on or about the Premises (other than inside the Premises); and "Tenant
Par " means any of the following persons: Tenant; any assignees claiming by, through, or under
Tenant; any subtenants claiming by, through, or tmder Tenant; and any of their respective agents,
conti•actors, employees, licensees, guests and invitees.
2. Lease Grant. Subject to the teims of this Lease, Landlord leases to Tenant, and
Tenant leases fi�om Landlord, the Premises. LANDLORD LEASES AND TENANT TAKES THE
PREMISES "AS IS", AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER
ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE
AND WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
OF THE PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS
SUITABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE
QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS
TO LANDLORD'S TITLE THERETO, OR AS TO VALUE, COMPLIANCE WITH
SPECIFICATIONS, DESIGN, LOCATION, USE, OPERATION, CONDITION,
MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY, ENVIRONMENTAL OR
SOIL CONDITION OR AVAILABILITY OF UTILITIES, IT BEING AGREED THAT ALL
RISKS INCIDENT TO ANY OF THE FOREGOING ARE TO BE
BORNE BY TENANT. Tenant acl<nowledges and agrees that (i) Tenant has been the occupant of
the Premises prior to the Lease Date of this Lease, (ii) the Premises are of its selection and to its
specifications, (iii) the Premises have been inspected by Tenant and are satisfactory to it and (iii)
Tenant has eYamined the title to the Premises prioc• to the execution and delivery of this Lease and
has found such title to be satisfactory foc the pucposes contemplated by this Lease. In the event of
any defect or deficiency in any of the Premises of any nature, whether patent or latent, Landlord
shall not have any responsibility or liability with respect thereto oc fo►• any incidental, special,
punitive or consequential damages (including strict liability in tort). The provisions ofthis Section
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
2 have been negotiated, and the foregoing provisions are intended to be a complete exclusion and
negation of any warranties by Landlord, eapress or implied, with respect to any of the Leased
Premises, arising pursuant to any law now or het•eafter in effect or otherwise.
3. Possession.
Commencement Date.
4. Reut.
Possession of the Premises will be tendered to Tenant on the
4.1 Pavment. Tenant shall timely pay (or cause Title Company to release) to
Landlord Rent, without notice, demand, deduction oc• set off, by electc•onic oc wire transfer, at
Landlord's addcess provided foc• in this Lease or such other address as may be specified in writing
by Landlord. The obligations of Tenant to pay Rent to Landlord and the obligations of Landlord
under this Lease are independent obligations. Basic Rent foc the Initial Tetm shall be payable upon
the Commencement Date. Basic Rent for any month-to-month term of the Extended Leaseback
after the Initial Lease Term shall be payable on the fiist day of each calendar month. Tenant shall
pay to Landlord monthly installments of Additional Rent in advance on the first day of each
calendar month and otherwise on the same terms and conditions described above with respect to
Basic Rent. Unless a specific time period is specified in this Lease, all payments of miscellaneous
Rent charges hereunder (that is, all Rent othec� than Basic Rent and Additional Rent) shall be due
and payable within thirty (30) days following Landlord's delivery to Tenant of an invoice therefor.
4.2 Additioual Rent. (a) Tenant shall promptly pay all real estate taxes,
municipal assessments, water, sewer and utility charges, rent taxes, maigin or franchise taxes, all
gener•al and special assessments, levies, permits, inspection and license fees and other
governmental levies, together with any penalties, fines, or intec•est thereon (any of the foregoing
being referred to herein an "Imposition" or "Impositions") against the Preinises, but shall not
include income, inheritance, estate, transfer, excise, gift or capital gain taYes that are or may be
payable by Landlord or that may be imposed against Landlord. The amount to be paid by Tenant
on account of taxes during the frst and last calendar yeac�s in which any portion of the Term falls
shall be prorated per diem so that Tenant is liable only foc so much of such taxes as the poction of
the Term which falls within such calendar year bears to a full calendar year. In case of special
taxes which tnay be payable in installments, only the amount of each installment payable during a
calendar year shall be included in taxes foi� that calendar year. Landlord shall provide to Tenant a
copy of all final taY bill(s) for each calendar yeat• within ten (10) days after Landlord's receipt of
such tax bill(s), and in any event at least thirty (30) days before the same are due and payable.
Tenant may request the taxing authority to send duplicate copies of all tax bills and assessment
notices directly to Tenant so Tenant is able to have immediate notice of same. Landlord retains
the right to contest any assessment or the payment of any Impo.sitions in its sole and absolute discretion.
(b) Tenant shall pay dicectly to the applicable third pai�ty all utilities and other
services necessac•y in the opecation of the Premises, including but not be limited to, gas, fuel oil,
electrical, telephone and other utility charges, janitorial services (if Tenant shall contcact for such
services) and grounds maintenance. Landlord shall not be i•esponsible for providing any utilities
to the Premises and shall not be liable to Tenant in the event of any intereuption, forfeitui•e, delay
or diminution of utilities oc other service to the Premises.
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
5. Delinquent Payinent; Handlin� Char�es. If any installment of Basic Rent or
Additional Rent is not paid when the same is due, the past due payments required of Tenant
hereunder shall bear intecest from the date due until paid at the lesser of twelve percent (12%) per
annum or the maximum lawful rate of intec•est (such lesser amotmt is c•efecred to herein as the
"Default Rate"). Tenant acknowledges that late payment by Tenant of any sum owed to Landlord
undei• this Lease (including, but not limited to any amount due as Rent hereunder) will cause
Landlord to incur costs not contemplated by this Lease, the eYact amounts of which are extremely
diffcult and impracticable to fix. Such costs include, without limitation, processing and accounting
charges, time spent addressing the issue with Tenant, and late charges t��at may be imposed on
Landlocd by the teims of any obligation oc note secured by any encumbrance covering the
Pcemises. Therefore, if any installment of Rent or any other payment from Tenant is not ceceived
by Landlord within five days after it is due, Tenant shall pay to Landloc•d a late fee equal to the
greater of (a) five percent of the delinquent payment, or (b) $250 as a late charge, to reimburse
Landlord for its cost and inconvenience incurred as a consequence of Tenant's delinquency. In no
event, however, shall the charges permitted under this Section 5 or elsewhere in this Lease, to the
extent they are considered to be interest under applicable Law, exceed the maximum lawful
commercial rate of interest.
6. Securitv Deposit. Contemporaneously with the execution of this Lease, Tenant
shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant's
performance of its obligations under this Lease. The Security Deposit is not an advance payment
of Rent or a measure or limit of Landlord's damages upon an Event of Default (as defined herein).
Landlord may, fi�om time to time following an Event of Defatilt and without pi•ejudice to any other
eemedy, use all or a pact of the Secuc�ity Deposit to perform any obligation Tenant fails to perform
hereunder. Following any such application of the Security Deposit, Tenant shall pay to Landlord
on demand the amount so applied in ordei� to restore the Secucity Deposit to its original amount.
Provided that Tenant has performed all of its obligations hereunder, Landlord shall, within 60 days
after the expiration of the Term and Tenant's surrender of the Premises in compliance with the
p►•ovisions of this Lease, reiurn to Tenant the portion of the Secucity Deposit which was not applied
to satisfy Tenant's obligations. Notwithstanding the preceding sentence and to the extent permitted
by applicable Law, Landlord may retain the Security Deposit until such time after the expiration
of the Term that Landlocd is able to reconcile and confirm all amounts payable by Tenant under
this Lease have been paid in fiill by Tenant. The Security Deposit may be commingled with other
funds, and no interest shall be paid thereon. If Landlord tcansfers its interest in the Premises and
the transferee assumes Landloc•d's obligations under this Lease, then Landlord may assign the
Security Deposit to the transfecee and Landlord thereafter shall have no further liability for the
retut�n of the Security Deposit. The rights and obligations of Landlord and Tenant under this
Section 6 ac•e subject to any other requirements and conditions imposed by Laws applicable to the.
Security Deposit.
7. Access By Laudlord.
7.1 Ri�ht of Enti-v. Landlot•d and Landlord's agents shall have the cight to enter
the Pcemises upon at least twenty-fouc (24) hours prior written notice, email being sufficient,
(eYcept in the event of emergency) foc any reasonable purpose (including, but not limited to,
inspections and testing requirements in connection with the futuce development of the Premises)
upon reasonable advance notice to Tenant. In exercising such cight of entiy, Landlord shall use
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
ceasonable efforts not to disturb Tenant's business in the Pcemises.
8. Imnrovements; Alterations; Repaii•s; Maintenance.
8.1 Improvements; Alterations. Tenant shall malce no
alterations, physical additions or improvements (collectively "Alterations") to the
Premises (including the installation of systems or other equipment or petsonal
property that affects or other�vise connects to the Building's Systems) without
Landlord's prior written consent, which shall not be unreasonably withheld or
delayed; provided, however, that Landloc•d may withhold its consent in its sole and
absolute discretion, to any Alteration that would cause a Material Alteration (as
defined below). Notwithstanding the foregoing, Tenant may malce: (a) interior
cosmetic altet•ations and improvements such as painting, (b) interior non-structural
improvements or alterations at a cost not to exceed the aggregate sum of $25,000.00
in any calendar year, or (c) repair and replacement work required to be pec•formed
by Tenant under this Lease (collectively, "Acceptable Changes") without
Landlord's consent, provided that (i) Tenant delivers to Landlord written notice of
such Acceptable Changes at least thic�ty (30) days prior to the commencement
thereof, (ii) such Acceptable Changes shall be performed by or on behalf of Tenant
in compliance with the provisions of this Section 8, (iii) such Acceptable Changes
do not constitute a Matecial Altecation and (iv) such Acceptable Changes shall be
performed by qualified conti�actois and subcontractors which normally and
regularly perfocro similar wock in compacable buildings. All Alterations shall be
constcucted, maintained, and used by Tenant, at its risk and expense, in accordance
with all applicable Laws and shall be diligently prosecuted to completion.
Landlord's consent to or approval of any Altecations (or the plans therefor) shall
not constitute a representation or warranty by Landlord, nor Landlord's acceptance,
that the same comply with sound architectural and/or engineering practices or with
all applicable Laws, and Tenant shall be solely responsible foc ensuring all such
compliance. For purposes of this Lease, a"Material Alteration" shall be deemed to
exist if any portion of any Alterations: (1) affects the eYterior appearance of the
Building or the Pi•emises or any area outside the Building; (2) adversely affects the
Building's Systems; (3) affects the Building's Structure; and/or (4) fails to comply
with any applicable Laws.
8.2 Repair and Maintenance by Tenant.
( a) Tenant shall maintain all interioc• portions of the Premises in a clean, safe,
and operable condition, and shall not permit or allow to remain any waste or damage to the interior
portion of the Premises. Tenant shall cepaic or ►•eplace, subject to Landlord's direction and
supervision, any damage to the intecior portion of the Premises caused by a Tenant Party, including
any damage caused by any of Tenant's contractors, consultants, worlanen, mechanics or suppliees.
If (a) Tenant fails to commence to make such repairs or replacements within 30 days after the
occurrence of such damage and thereaftec diligently puisue the completion thereof (oc, in the case
of an emergency, such shorter period of time as is reasonable given the circumstances), or (b)
notwithstanding such diligence, Tenant fails to complete such cepairs oc replacements within
30 days after the occurrence of such damage (or, in the case of an emergency, such shorter period
of time as is ceasonable given the circumstances), then such failure shall constitute an Event of
Docusign Envelope ID: C8218524-44C8-4945-ADAA-95B3E1152054
Default and Landlord may make the same at Tenant's reasonable cost. In addition, Tenant shall
hold Landlord harmless from any damage to the interior of the Premises and against inju�y to any
persons caused by Tenant's actions pursuant to this Section 8.2. LANDLORD SHALL NOT BE
REQUIRED TO MAKE ANY REPAIR, WHETHER FORESEEN OR UNFORESEEN, OR TO
MAINTAIN THE INTERIOR OF THE PREMISES 1N ANY WAY, AND TENANT HEREBY
EXPRESSLY WAIVES THE RIGHT TO MAKE REPAIRS AT THE EXPENSE OF THE
LANDLORD, WHICH RIGHT MAY BE PROVIDED FOR IN ANY LAW NOW OR
HEREAFTER IN EFFECT.
(b) Notwithstanding anything in Section 8.2(a) to the cont�•ary, Tenant shall not be responsible for the
maintenance, repair, or replacement of the Building's Structure, the Building's Systems, or the cost of any
othei• capital impi•ovements, i•epairs, oi• i•eplacements to the Premises oe the Building.
8.3 Performance of Worlc. At Landlords election, all work described in this
Section 8 which cequire Landlord's consent shall be performed only by Tenant's conteactors and
subcontractors approved in writing by Landlord and only in accordance with plans and
specifications approved by Landlord in writing. Tenant shall cause all contractors and
subcontractors to procure and maintain insurance coverage naming Landlord, and, as applicable,
Landlord's property management company and Landlord's asset management company as
additional insureds against such risks, in such amounts, and with such companies as Landlord may
c•easonably require. Tenant shall provide Landlord with the identities, mailing addresses and
telephone numbers of all persons performing work or supplying matec•ials prior to beginning such
constcuction and Landlord may post on and about the Pc•emises notices of non-responsibility
pursuant to applicable Laws. All such woi•k shall be performed in accordance with all Laws and
in a good and worlcmanlike mannec• so as not to damage the Building (including the Premises, the
Building's Structure and the Building's Systems) and shall use materials of a quality that is at least
equal to the quality then existing in the Building, and in such inannei� as to cause a minimum of
disruption to the other occupants of the Premises and inter•ference with other construction in
progress and with the teansaction of business in the Premises. Landlord may designate reasonable
rules, regulations and procedures for the performance of all such worlc in the Building and shall
have the c•ight to designate the time when such worlc may be performed. All such wocic which may
affect the Building's Structure or the Building's Systems must be approved by the Landlord's
engineer of eecord, at Tenant's expense and, at Landlord's election, must be pecfocmed by
Landlord's usual contractor for such work. All work affecting the roof of the Building must
be perfocmed by a roofing contractor designated or othecwise approved by Landlord and no such
worlc will be permitted if it would void or reduce the warranty on the t�oof.
8.4 Mechanic's Lieus. All wock pec�focmed, matecials fiu�nished, or obligations
incurred by or at the request of a Tenant Party shall be deemed authorized and ordered by Tenant
only, and Tenant shall not permit any mechanic's oc construction liens to be filed against the
Premises in connection therewith. Upon completion of any such work, Tenant shall deliver to
Landlord final unconditional lien waivers fr•otn all contcactors, subcontractors and matecialmen
who perfocmed such worlc. If such a lien is filed, then Tenant shall, within thirty (30) days after
Landlord has deliveced notice of the f ling thereof to Tenant (or such earliec time period as may be
necessai•y to prevent the forfeitui•e of the Premises or any intei•est of Landlord t}lerein or the
imposition of a civil or ci•iminal fine with cespect theceto), either (a) pay the amount of tlle lien and
cause the lien to be released of I•ecord, or (b) diligently contest suc11 lien a�ld deliver to Landlord a
bond or other secucity reasonably satisfactory to Landlo►•d. If Tenant fails to timely take either
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-9583E1152054
such action, then Landlord may pay the lien claim, and any amounts so paid, including expenses
and interest, shall be paid by Tenant to Landlord within ten days after Landlord has invoiced
Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is and shall
be solely that of "landlord-tenant" (thereby excluding a celationship of "owner-contractor,"
"owner-agent" or other similar relationships) and that Tenant is not authorized to act as Landlord's
common law agent or construction agent in connection with any work performed in the Premises.
Accordingly, all materialmen, contractors, actisans, mechanics, laborei•s and any other persons now
or hereaftec contcacting with Tenant, any contractor or subcontractor of Tenant or any othec Tenant
Party for the furnishing of any labor, services, materials, supplies or equipment with respect to any
portion of the Premises, at any time fi•om the date hereof until the end of the Term, are hereby
charged with notice that they look exclusively to Tenant to obtain payment foc same. Nothing
herein shall be deemed a consent by Landlord to any liens being placed upon the Premises or
Landlord's interest thet�ein due to any worlc performed by or for Tenant or• deemed to give any
contractor or subcontractor or materialman any right or interest in any funds held by Landlord to
reimbuise Tenant for any portion of the cost of such work. Tenant shall hold harmless Landlord
and its agents and representatives from and against all claims, demands, causes of action, suits,
judgments, damages and expenses (including attorneys' fees) in any way arising from or relating
to the failure by any Tenant Party to pay for any worlc performed, materials fut•nished, or
obligations incurred by or at the request of a Tenant Party. This provision shall suc•vive termination
or expiration of this Lease.
9. Use. Tenant shall occupy and use the Premises only foc• the Pecmitted Use,
consistent with Tenant's existing use of the Premises and shall comply with all Laws relating to
the use, condition, access to, and occupancy of the Premises and will not commit waste, overload
the Building's Structure oc the Building's Systems oc• subject the Premises to use that would
damage the Premises. During the Tertn, Tenant shall bear the cisk of and be responsible for at its
own cost and expense compliance with Title III of the Americans With Disabilities Act of 1990,
any state laws governing handicapped access or at•chitectural barriers, and all rules, cegulations,
and guidelines promulgated under such laws, as amended from time to time (the "Disabilities
Acts") in the Premises. The Premises shall not be used for any use which creates extt�aot•dinaty fire
hazacds, or results in an increased rate of insurance on the Premises or its contents, or for the
storage of any Hazardous Matecials (other than de ininim�is quantities used in compliance with all
Laws and in a reasonable and pi•udent manner). If, because of a Tenant Party's acts or omissions,
the c•ate of insurance on the Building or its contents increases in excess of Tenant's insurance
reimbucsement to Landlord, then Tenant shall pay to Landlord the amount of such increase on
demand, and acceptance of such payment shall not waive any of Landlord's other rights. Tenant
shall conduct its business and contcol each other Tenant Party so as not to create any nuisance.
lo. Assi�nment and Sublettin�.
lo. l Ti•ansfe►•s. Tenant shall not, without the prior written consent of Landlord,
(a) assign, transfer, pledge o►• encumbec this Lease or any estate or interest hei•ein, whether dic•ectly
or by operation of law, (b) permit any other entity to become Tenant hereunder by mei•ger,
consolidation, or other reor•ga�lization, (c) permit the transfer of an ownership interest in Tenant so
as to i•esult in a change in the cucrent direct or indirect control of Tenant, (d) sublet any portion of
the Premises, (e) grant any license, concession, or other eight of occupancy of any poetion of the
Premises, (� peimit the use of the Premises by any pac•ties other than Tenant, or (g) sell or
othecwise transfec, in one or more transactions, a majority of Tenant's assets (any of the events
Docusign Envelope ID: C821B524-44C8-4945-ADAA-9563E1152054
listed in Section 10.1 through 10.1 being a"Transfer")
10.2 Consent Standards. Landlord may withhold its consent in its sole
discretion to any proposed Transfer. Any Transfer made without Landlord's consent shall be
voidable by Landlord in its sole discretion.
10.3 Request for Consent. If Tenant i•equests Landlord's consent to a Tcansfer,
then, at least thirty (30) business days prior to the effective date of the proposed Transfer, Tenant
shall provide Landlord with a wcitten description of all terms and conditions of the proposed
Transfec, copies of the proposed documentation, and the following information about the proposed
transferee: name and address of the proposed transferee and any entities and persons who own,
contcol or direct the proposed t►•ansferee; reasonably satisfactory infoc•mation about its business
and business history; its proposed use of the Premises; banking, financial, and other credit
information; and general references sufficient to enable Landlord to detecmine the proposed
transferee's creditworthiness and character. Concurrently with Tenant's notice of any request for
consent to a Transfer, Tenant shall pay to Landlord a fee of $2,500 to defray Landlord's expenses
in reviewing such request, and Tenant shall also reimbul•se Landlord immediately upon i�equest for
its reasonable attotneys' fees and othei• expenses incurc•ed in connection with considei�ing any
c•equest for consent to a Transfer.
10.4 Conditions to Consent. If Landlord consents to a proposed Transfer, then
the proposed transferee shall deliver to Landlord a written agreement whereby it eYpressly assumes
Tenant's obligations hereunder; however, any ti•ansferee of less than all of the space in the
Premises shall be liable only for obligations under this Lease that are properly allocable to the
space subject to the Transfer for the period of the Transfer. Unless otherwise approved by
Landlord, no Transfer shall release Tenant fi�om its obligations under this Lease, but rather Tenant
and its tcansferee shall be jointly and severally liable therefor. Landlord's consent to any Transfer
shall not waive Landlord's rights as to any subsequent Transfers and no subtenant of any portion
of the Premises shall be pecmitted to furthee sublease any portion of its subleased space. If an
Event of Default occur�s while the Premises or any part thereof are subject to a Transfer, then
Landlord, in addition to its other i�emedies, may collect directly fi�om such tcansferee all rents
becoming due to Tenant and apply such rents against Rent. Tenant authorizes its tcansferees to
make payments of rent directly to Landlord upon receipt of notice fi�om Landlord to do so
following the occurrence of an Event of Default hereunder•. Tenant shall pay for the cost of any
demising walls or other improvements necessitated by a pc•oposed subletting or assignment.
10.5 Attornment by Subtenants. Any sublease by Tenant hereunder shall be
subject and subordinate to this Lease and to the matters to which this Lease is or shall be
subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the
event of tec•mination, re-ently or dispossession by Landlord under this Lease, Landlord may, at its
option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease,
and such subtenant shall, at Landlocd's option, attorn to Landlord pursuant to the then executoiy
provisions of such sublease, eYcept that Landlord shall not be (a) liable for any previous act or
omission of Tenant undec such sublease, (b) subject to any counterclaim, offset or defense that
such subtenant might have against Tenant, (c) bound by any previous modification of such
sublease not approved by Landlord in writing or by any rent oc additional rent or advance rent
which such subtenant might have paid for more than the current month to Tenant, and all such cent
shall remain due and owing, notwithstanding such advance paylnent, (d) bound by any security or
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
advance rental deposit made by such subtenant which is not delivec�ed or paid over to Landlord and
with ►�espect to which such subtenant shall look solely to Tenant foi� refiind or reimbursement, or
(e) obligated to perfocm any woi•lc it1 the subleased space or to prepai•e it for occupancy, and in
connection with such attornment, the subtenant shall execute and deliver to Landlord any
instruments Landlord may reasonably request to evidence and coniirm such attornment. Each
subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its
occupying or using the Premises ot• any part thereof, to have agreed to be bound by the terms and
conditions set forth in this Section 10.5. The provisions of this Section 10.5 shall be self-operative,
and no fui�ther instrument shall be required to give effect to this provision.
10.6 Cancellation. Landlord may, within 30 days after submission of Tenant's
written c•equest for Landlord's consent to an assignment or subletting, cancel this Lease as to the
portion of the Premises pcoposed to be sublet or assigned as of the date the proposed Transfer is
to be effective. If Landlord cancels this Lease as to any portion of the Premises, then this Lease
shall cease for such portion of the Premises and Tenant shall pay to Landlord all Rent accrued
through the cancellation date relating to the pot�tion of the Premises covered by the proposed
Transfer. Thereaftec�, Landlord may lease such portion of the Pcemises to the prospective transfecee
(or to any other person) without liability to Tenant.
10.7 Additional Compensation. Tenant shall pay to Landlord, immediately
upon receipt thereof, all compensation in excess of the existing Rent payable heceunder which is
received by Tenant for a Transfer less the actual out-of-pocket costs reasonably incurred by Tenant
with unaffiliated third parties (i.e., brokerage commissions and tenant finish work) in connection
with such Tcansfer (such costs shall be amortized on a stc•aight-line basis over the term of the
Transfer in question).
11. Insurance; Waivers; Subro�atiou; Indemnity.
11.1 Tenant's Insurance. Throughout the Tei•m of this Lease, Tenant
shall maintain, as a minimum, the following insueance policies ("Tenant's Insurance"):
(a) property insurance for the Building's replacement value, less a commercially-
reasonable deductible if Tenant so chooses, and (b) comulercial genei�al liability instlrance
in an amount of not less than $1,000,000 per occurrence and $2,000,000 in aggregate. The
policies must name City as an additional insured thereon, as its interests may appear. The
term City includes its employees, officers, officials, agents, and volunteers. This coverage
shall be afforded on a Primary Non-Contributory basis. Tenant may, but is not obligated
to, maintain such other insurance and additional covecages as it may deem necessary. All
policies shall include a specific Waiver of Subrogation (Rights of Recoveiy) in favoc• of
the City of Fort Wocth. All policies shall include an endorsement providing a thirty (30)
day notice of cancellation, with the exception of a ten (10) day notice for non-payment of
premium. The Certificate of Insurance for Tenant's Insurance shall include the following:
"Additional Insuced status is granted to the City of Foc•t Worth as requiced by wcitten
contract. The term City shall include its employees, ofiicers, officials, agents, and
volunteeis. Coverage shall be afforded on a Primary Non-Contributoiy basis. A blanket
waiver of subrogation is granted in favor of the City of Fort Wocth as required by written
conti•act. All policies include an endo�seinent providing a thicty (30) day notice of
cancellation, with the eaception of a ten (10) day notice foi• non-payment of premium."
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1 L2 No Subro�ation; Waiver of Property Claims. Landlocd and Tenant each
waives any claim it might have against the other for any damage to oc• theft, destruction, loss, or
loss of use of any property, to the extent the same is insured against under any insurance policy of
the types described in this Section 11 that covers the Premises, Landlord's oc Tenant's fixtures,
personal property, leasehold improvements, or business, or is required to be insuced against under
the terms hereof, R�GARDLESS OF WH�THER TH� NEGLIGENC� OF THE OTHER
PARTY CAUSED SUCH LOSS (DEFINED B�LOW). Additionally, Tenant
waives any claim it may have against Landlord for any Loss to the eYtent such Loss is caused by
a terrorist act. Each pacty shall cause its insurance carrier to endorse all applicable policies waiving
the carc•ier's cights of recoveiy under subcogation or otherwise against the othec party.
Notwithstanding any provision in this Lease to the contraiy, Landlor•d, its agents, employees and
contractors shall not be liable to Tenant oc to any party claiming by, through oc undec Tenant for
(and Tenant hereby releases Landlord and its servants, agents, contractors, employees and invitees
from,any claim or responsibility for) any damage to or destruction, loss, or loss of use, or theft of
any property of any Tenant Party located in or about the Pt•emises, caused by casualty, theft, fire,
third parties or any other matter oc• cause, R�GARDLESS OF WHETHER THE
NEGLIGENCE OF ANY PARTY CAUSED SUCH LOSS IN WHOLE OR IN PART.
Tenant acknowledges that Landlord shall not carry insurance on, and shall not be responsible for
damage to, any property of any Tenant Party located in or about the Pt•emises.
l2. Subordination; Attornment.
12.1 Intentionally Otnitted.
12.2 Attornment. Tenant shall attorn to any party succeeding to Landlot•d's
interest in the Pi•emises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of
sale, termination of lease, or otherwise, upon such party's request, and shall execute such
agreements confirming such attornment as such party may reasonably request.
13. Intentionallv Omitted.
14. Condemnation.
14.1 Total Talcin�. If the entire Building or Pcemises are taken by right of
eminent domain or conveyed in lieu thereof (a "Takin�"), this Lease shall terminate as of the date
of the Talcing.
14.2 Partial Taking - Tenant's Ri�hts. If any part of the Building becomes
subject to a Taking and such Tal<ing will prevent Tenant from couducting on a permanent basis its
business in the Premises in a manner reasonably compacable to that conducted immediately befoce
such Talcing, then Tenant may terminate tllis Lease as of the date of suc11 Talcing by giving written
notice to Landlord within 30 days after the Tal<ing, and Basic Rent and Additional Rent shall be
apportioned as of the date of such Tal<ing. If Tenant does not tecminate this Lease, then Basic Rent
and Additional Rent shall be abated on a ceasonable basis as to that portion of the Pcetnises
i•endered untenantable by the Talcing.
14.3 Partial Talcin� - Landlord's Ri�hts�. If any material poction, but less than
all, of the Building or Premises becomes subject to a Talcing, then Landlord may terminate this
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Lease by delivering written notice thereof to Tenant within 30 days after such Tal<ing, and Basic
Rent and Additional Rent sllall be apportioned as of the date of such Talcing. If Landlord does not
so terminate this Lease, then this Lease will continue, but if any portion of the Premises has been
taken, Basic Rent and Additional Rent shall abate as provided in the last sentence of Section 14.2.
14.4 Award. If any Taking occuts, then Landlocd shall receive the entire award
or other compensation foe the Premises and othe►� impcovements talcen; howevei�, Tenant may
separately pursue a claim (to the extent it will not reduce Landlord's award) against the condemnor
for the value of Tenant's personal pr•opec�ty which Tenant is entitled to remove under this Lease,
moving costs and loss of business.
15. Fire or Other Casualtv.
15.1 Repair �stimate. If the Premises is damaged by fire, flood, eai�thquake or
other casualty (a "Casual "), Landlord shall, within 30 days after such Casualty, deliver to Tenant
a good faith estimate (the "Damage Notice") of the time needed to substantially c•epair the damage
caused by such Casualty.
15.2 Tenant's Ri�hts. If the Premises ac•e damaged by Casualty such that Tenant
is prevented from conducting its business in the Premises in a manner reasonably cocnpacable to
that conducted immediately before such Casualty and Landlord estimates that the damage caused
thereby for which Landlord is c•esponsible to repair under this Lease pursuant to Section 15.4 below
cannot be repaired within the eat�lier to occur of (i) the eXpiration of the Term, oi• (ii) 60 days after
the commencement of c•epairs (the "Renair Period"), and such Casualty is not result of the gross
negligence or willful misconduct or omission of Tenant or Tenant Pai�ties, then Tenant may
terminate this Lease by delivering written notice to Landlord of its election to terminate within 30
days after the Damage Notice has been delivered to Tenant.
15.3 Landlord's Rights. If a Casualty occurs and (a) Landlord estimates that
the damage cannot be cepaired within the Repair Period, and/or (b) the damage exceeds 10% of
the replacement cost thereof (excluding foundations and footings), as estimated by Landlord, then
Landlocd may teiminate this Lease by giving written notice of its election to terminate within
30 days aftec the Damage Notice has been deliveced to Tenant.
15.4 Repair Obli�ation. If neither party elects to terminate this Lease following
a Casualty, then Landlord shall, within a reasonable time after such Casualty, begin to c�epait• the
Premises and shall proceed with reasonable diligence to restore the Premises to substantially the
same condition as they existed immediately before such Casualty; however•, Landlord shall not be
required to i•epair or ceplace any improvements, alterations or betterments within the Premises
(which shall be promptly and with due diligence repaired and cestored by Tenant at Tenant's sole
cost and eapense) or any furniture, equipment, trade fiYtut•es or pecsonal property of Tenant or
othecs in the Premises, and Landlord's obligation to repair or c•estore the Pcemises shall be limited
to the extent of the insurance proceeds actually received by Landlord for the Casualty in question.
If this Lease is tecminated under the provisions of this Section 15, Landlocd shall be entitled to the
full proceeds of the insurance policies providing coverage foi• all alterations, itt�pi•ovements and
betterments in the Premises (and, if Tenant has failed to maintain insurance on such items as
required by this Lease, Tenant shall pay Landlord an amount equal to the proceeds Landloi•d would
have received had Tenant maintained insucance on such items as required by this Lease).
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15.5 Abatement of Rent. If the Pretnises are damaged by Casualty, Basic Rent
and Additional Rent for the poc•tion of the Premises rendered untenantable by the damage shall be
abated on a reasonable basis from the date of damage until the earlier of (a) completion of
Landlord's cepairs, (b) the date upon which completion of Landlord's repairs would have occurced
but for delays caused by Tenant Parties, or (c) the date of termination of this Lease by Landlord or
Tenant as pcovided above, as the case may be, unless a Tenant Party caused such damage, in which
case, Tenant shall continue to pay Basic Rent and Additional Rent without abatement.
16. Pei•sonal Pz•operty Tases. Tenant shall be liable for, and shall pay prior to
delinquency, all taxes levied oc assessed against peisonal propei�ty, furnituce, fiatures, betterments,
impc•ovements, and alterations now existing or hereafter placed by any Tenant Party in the
Premises or in or on the Building. If any taxes for which Tenant is liable ac�e, (a) levied or assessed
against Landlord or Landlord's property and Landlord elects to pay the same, or (b) if the assessed
value of Landlord's propet-ty is increased by inclusion of such personal property, furniture, fixtures,
betterments, improvements, and Alterations and Landlord elects to pay the taxes based on such
increase, then Tenant shall pay to Landlord, immediately upon Landlord's demand therefore, the
pat�t of such taxes for which Tenant is primarily liable hereunder; howevec•, Landlord shall not pay
such amount if Tenant notifies Landlord that it will contest the validity or amount of such taxes
before Landlord mal<es such payment, and thereafter diligently proceeds with such contest in
accordance with Law and if the non-payment thereof does not pose a threat of loss or seizure of
the Premises or intecest of Landlord therein or impose any fee or penalty against Landlord.
17. Events of Default. Each of the following occuci•ences shall be an "Event of
Default":
17.1 Pavment Default. Tenant's failure to pay Rent or any other payment or
c•eimbursement to Landlord when due, and only in the case of the first such failure during the Term,
if such payment is not made within five (5) days after Landloi•d has deliveced written notice to
Tenant that the same is due;
17.2 Abandonment. Tenant abandons the Premises;
17.3 Estoppel; Subordination. Tenant fails to provide any estoppel certificate,
documentation regarding the subordination of this Lease after Landlord's written re.quest therefor
pursuant to Section 25.5 and Section 12.1, respectively, and such failuc•e shall continue for ten (10)
days after Landlord's written notice thereof to Tenant;
17.4 Intentionally Omitted.
17.5 Mechanic's Liens. Tenant fails to pay and release of record, or diligently
contest and bond around, any tnechanic's oc construction lien iiled against the Premises foc any
worlc perfoemed, materials fiit•nished, oc obligation incurred by or at the i•equest of a Tenant Party,
within the time and in the manner requiced by Section 8.4;
17.6 Other Defaults. Tenant's failuce to pecform, comply with, or obseive any
term, condition, covenant, agreement oc obligation of Tenant under this Lease other than pc•ovided
in this Section 17 and the continuance of such failure for a period of more than thirty (30) days
after Landlord has delivered to Tenant written notice thereof (or if such failure cannot i•easonably
be cu►•ed within such 30-day period, sucl� 30-day period shall be extended for such longer period
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of time as is reasonably necessaey to cure such failure, so long as Tenant commences such cure
within the 30-day period and thereafter continuously prosecutes the same with diligence to
completion, but in no event more than an additional sixty (60) days);
17.7 Insolvencv. The �'iling of a petition by or against Tenant (the terin "Tenant"
shall include, for the purpose of this Section 17.7, any guarantoc• of Tenant's obligations hereunder)
(a) in any banlcruptcy oc� other insolvency peoceeding; (b) seel<ing any c�elief under any state or
federal debtor relief law; (c) for the appointment of a liquidator or receiver for all or substantially
all of Tenant's propecty or for Tenant's intecest in this Lease; (d) for the reorganization or
modification of Tenant's capital structure; or (e) in any assignment for the beneiit of creditors
proceeding; howevec•, if such a petition is filed against Tenant, then such iiling shall not be an
Event of Default unless Tenant fails to have the proceedings initiated by such petition dismissed
within 90 days after the filing thereof; and
17.8 Assi�nment or Sublettin� without Consent. Any Transfer for which the
prio►� consent of Landlord is required under this Lease and has not been obtained.
18. Remedies. Upon any Event of Default, Landloi•d may, in addition to all othec� rights
and remedies affo►•ded Landlord hereunder or by law or equity, tal<e any one or more of the
following actions:
18.1 Tei•mination of Lease. Terminate this Lease by giving Tenant written
notice thereof, in which event Tenant shall pay to Landlord all atnounts required to be paid by
Tenant pucsuant to Section 19.1 below.
18.2 Termination of Possession. Terminate Tenant's right to possess the
Premises without terminating this Lease by giving written notice thereof to Tenant, in which event
Tenant shall pay to Landlord all amounts required to be paid by Tenant pursttant to Section 19.1
below.
18.3 Pei•form Acts on Behalf of Tenant. Pec•foc•m any act Tenant is obligated
to perform under the terms of this Lease (and enter upon the Premises in connection therewith if
necessary) in Tenant's natne and on Tenant's behalf, without being liable for any claim for
damages therefor, and Tenant shall ceimburse Landlord on demand for any eYpenses whicll
Landlord may incur in thus effecting compliance with Tenant's obligations undec this Lease
(including, but not limited to, collection costs and legal expenses), plus interest thereon at the
Default Rate.
18.4 Alteration of Locics. Additionally, with or without notice, and to the extent
permitted by Law, Landlord may alter locks or other secueity devices at the Premises to depc�ive
Tenant of access thereto, and Landloc•d shall not be required to provide a new lcey or right of access
to Tenant unless and until Tenant has paid to Landlord all amounts required to be paid by Tenant
hereundec.
19. Non-Waiver; Cumulative Remedies; Miti�ation of Daina�e.
19.1 Payment by Tenant. Upon any Event of Default, Tenant shall pay to
Landlord all amounts, costs, losses and/oc expenses incurced, abated oc foregone by Landlord
(including court costs and reasonable attorneys' fees and expenses) in (a) obtaining possession of
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the Premises, (b) removing, storing and/or disposing of Tenant's or any other occupant's property,
(c) performing Tenant's obligations under this Lease which Tenant failed to perform, (d)
enforcing, or advising Landlord of, its rights, remedies, and cecoutses arising out of the default,
and (e) if Landlord exercises its right to terminate this Lease or to terminate Tenant's cight to
possess the Premises without terminating this Lease, an amount (to the extent not otherwise paid
by Tenant) equal to the sum of (i) the Basic Rent and (ii) the Impositions accrued thcough the date
of such termination and that would have otherwise been payable undec the terms of this Lease for
the remainder of the Tercn of this Lease following such termination.
19.2 No Waivei•. Landlord's acceptance of Rent following an Event of Default
shall not waive Landloed's rights regarding such Event of Default. No waive►• by Landlord of any
violation or breach of any of the terms contained herein shall waive Landlord's r•ights regarding
any future violation of such teim. Landlord's acceptance of any pactial payment of Rent shall not
waive Landlord's rights with regard to the remaining portion of the Rent that is due, regardless of
any endoisement o►� othec statement on any instrument delivered in payment of Rent or• any writing
delivered in connection therewith; accordingly, Landlord's acceptance of a pat�tial payment of Rent
shall not constitute an accord and satisfaction of the full amount of the Rent that is due.
19.3 Cumulative Remedies. Any and all remedies set forth in this Lease: (a)
shall be in addition to any and all other remedies Landloc•d may have at law or in equity, (b) shall
be cumulative, and (c) may be pucsued successively or concurrently as Landlord may elect. The
exercise of any remedy by Landloc•d shall not be deemed an election of remedies or preclude
Landloc•d fi•om exercising any other remedies in the future. Additionally, Tenant shall hold
harmless Landloed and their respective cepresentatives and agents fi�om and against all claims,
demands, liabilities, causes of actio�l, suits, judgments, damages and expenses (including
reasonable attorneys' fees) arising fi•om Tenant's failure to peeform its obligations under this
Lease.
19.4 Miti�ation of Dama�e. The parties agree any duty imposed by Law on
Landlord to mitigate damages after a default by Tenant under this Lease shall be satisiied in full if
Landlord uses r�easonable efforts to lease the Premises to another tenant (a "Substitute Tenant")
in accordance with the following criteria: (a) Landlord shall have no obligation to solicit or
entertain negotiations with any Substitute Tenant for the Premises until 30 days following the date
upon which Landlord obtains fiill and complete possession of the Premises, including the
relinquishment by Tenant of any claim to possession of the Premises by written notice from Tenant
to Landlord; (b) Landlord shall not be obligated to lease the Premises to a Substitute Tenant for
less than the curcent fair marlcet value of the Premises, as detet•mined by Landlord in its sole
discretion, nor �vill Landlord be obligated to enter into a new lease for the Premises under other
terms and conditions that are not commet�cially reasonable; (c) Landlord shall not be obligated to
enter into a lease with a Substitute Tenant: (1) whose use would violate any cestriction, covenant
or c•equirement contained in the lease of another tenant in the Premises, if any; (2) whose use would
requii•e any addition to or modification of the Pcemises in order to comply with applicable Law,
including building codes; (3) who does not l�ave, ii� Laudlord's commercially reasonable opinion,
the creditworthiness to be an acceptable tenant; (4) would have a lease with a tecm that extends
beyond the term of this Lease or (5) that does not meet Landlord's reasonable standaeds foc tenants
of the Premises; and (d) Landlord shall not be requic•ed to expend any amount of money to altec,
remodel or othecwise make the Premises suitable for use by a Substitute Tenant unless Landlord,
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in Landlord's sole discretion, determines any such expenditure is financially prudent in connection
with entering into a lease with the "Substitute Tenant.
20. Intentionallv Omitted.
21. Surrender of Premises. No act by Landlord shall be deemed an acceptance of a
surrender of the Premises, and no agreement to accept a surrender of the Premises shall be valid
unless it is in writing and signed by Landlocd. Prior to the expil�ation or termination of this Lease
or Tenant's right to possess the Pc•emises, Tenant shall (a) delivei� to Landlord the Premises broom-
clean with all improvements located therein in good repair and condition (except for condemnation
and Casualty damage not caused by Tenant, as to which Sections 14 and 15 shall control), fi•ee of
all trash and rubbish, fi�ee from all tenancies or occupancies by any person and fi�ee of any liens or
encumbrances and free of Hazardous Materials placed on the Premises during the Term; (b) deliver
to Landlord all keys to the Premises and all access cards to the Premises; and remove all Excluded
Property (as defined in the Purchase and Sale Agreement). Tenant shall repair all damage caused
by the removal of the Excluded Property. If Tenant fails to cemove any of the Excluded Property,
Landlord may, at Landlord's option, (1) deem such items to have been abandoned by Tenant, the
title thereof shall immediately pass to Landlord at no cost to Landlord, and such items may be
appropriated, sold, stored, destroyed, or otherwise disposed of by Landlord without notice to
Tenant and without any obligation to account for such items; any such disposition shall not be
considered a strict fo►•eclosure or othei• eYercise of Landlord's rights in respect of the secu►•ity
interest granted hereunder or otherwise, (2) remove such items, or (3) elect any of the actions
described in clauses (1) and (2) above as Landlord may elect in its sole discretion. The pi•ovisions of this
Section 21 shall sui•vive the end of the Te►•m.
22. Holdiu� Over. If Tenant fails to vacate and surrender the Premises at the end of
the Tec•m, then Tenant shall be a tenant at sufferance and, in addition to all othec• damages and
cemedies to which Landlord may be entitled for such holding over, (a) Tenant shall pay, in addition
to the other Rent, Basic Rent equal to two hundred percent (200%) of the Rent payable during the
last month of the Term, and (b) Tenant shall otherwise continue to be subject to all of Tenant's
obligations under this Lease. The provisions of this Section 22 shall not be deemed to limit or
constitute a waivec of any other rights or remedies of Landlord provided herein oc• at law. If Tenant
fails to surrender the Pcemises upon the termination or expication of this Lease, in addition to any
other liabilities to Landlord acccuing therefi�om, Tenant shall hold Landlord harmless fi•ocn all loss,
claims, demands, liabilities, damages (including without limitation, any lost profits or
consequential damages) costs and/oi• expenses (including reasonable attorneys' fees) resulting
fi•om such failure by Tenant to surrender the Premises in the manner and condition required by this
Lease upon the expiration of the Teem or earliec tertnination of this Lease, including any claims
made by any succeeding tenant founded upon such failure to surrendec.
23. Certain Ri�hts Reserved by Laiidlord. Landlord shall have the following rights:
2�.1 Prospective Purchaset•s and Lenders. Upon reasonable prior written
notice to Tenant, to enter the Pcemises at all reasonable hours to show the Premises to prospective
purchasers or lenders; and
23.2 Prospective Tenants. At any ti�ne during the Term (or earliec if Tenant has
notified Landlord in writing that it does not desire to renew the Tei•m) upon reasonable prior written
notice to Tenant, to entec the Premises at all reasonable hours to show the Premises to prospective
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tenants. In exercising the foregoing rights in this Section 23, Landlord shall use commercially
reasonable effoc�ts not to interfere with Tenant's occupancy of the Premises.
24. Intentionallv Omitted.
25. Miscellaneous.
25.1 Landlord Transfer. In the event of any sale or transfer of the Pretnises (and
provided that any unapplied poction of the Security Deposit held by the seller, tcansferoc or
assignor (collectively, "Seller") is deliveced or credited to the purchaser, transferee or assignee
(collectively, "Purchaser")), and such Purchaser expcessly assumes Landlord's obligation
hereunder, the Seller shall be and hereby is entirely fi•eed and relieved of all agreements, covenants
and obligations of Landloed thereafter to be perfocmed and it shall be deemed and construed
without further agreement between the parties or their successors in interest or between the Seller
and the Puechaser on any such sale, transfer or assignment that such Purchaser has assumed and
agreed to carry out any and all agreements, covenants and obligations of Landloi�d thereafter to be
performed under this Lease.
25.2 Landlord's Liability. Notwithstanding anything to the contcary contained
in the Purchase Agceement, or in any exhibits, ridecs or addenda heceto attached, it is expressly
understood and agreed that the liability of Landlord (and its successors, partners, shac•ellolders or
members) to Tenant (or any person or entity claiming by, thr•ough or under Tenant) for any default
by Landlord under the terms of this Lease or any matter relating to ot• arising out of the occupancy
or use of the Premises and/or other areas of the Building shall be limited to Tenant's actual direct,
but not consequential, damages therefor and shall be recoverable only fi•om and to the extent of the
interest of Landloc•d in the Building, and Landlord (and its partners, shareholdei•s oi� members)
shall not be personally liable for any deficiency and shall have no personal liability or personal
i�esponsibility of any sort with respect to the foregoing. Landlord shall not be c•esponsible or liable
to Tenant for any lost pcofits, lost economic opportunities or any form of consequential damages
as a result of any actual or alleged breach or default by Landlord under the Lease. The provisions
of this Section shall survive any expiration or termination of this Lease.
253 Foi•ce Maieuj•e. Other than for Tenant's obligations under this Lease that
can be perfocmed by the payment of money (e.g., payment of Rent and maintenance of insurance),
whenever a period of time is hei•ein presct•ibed for action to be taken by either party hereto, such
party shall not be liable or responsible for, and there shall be excluded from the computation of
any such period of time, any delays due to sti•ikes, riots, acts of God, shortages of labor or materials,
war, tecrot•ist acts or activities, governmental laws, regulations, or restrictions, or any other causes
of any kind whatsoever which are beyond the control of such party. In no event shall Force
Majeure (i) be grounds for Tenant to abate any poction of Rent due pucsuant to this Lease, or (ii)
extend the time period for Tenant to vacate and surrender the Premises to Landlord following the
expiration oc• tec�mination of this Lease or (iii) eYtend the Term.
25.4 Brokerage. Neithei• Landloi•d noc� Tenant has dealt with any brol<er or agent
in connection with the negotiation or execution of this Lease.
25.5 Estoppel Certificates. From tilne to time, Tenant shall furnish to any pai�ty
designated by Landlord, witlzin ten days after Landlord has made a i•equest therefor, a certificate
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signed by Tenant confirming and containing such factual certifications and representations as to
this Lease as Landlord may reasonably request. Unless otherwise required by a prospective
purchaser or mortgagee of the Premises, the initial form of estoppel certiiicate to be signed by
Tenant is attached hereto as Exhibit B. If Tenant does not deliver to Landlord the certificate signed
by Tenant within such required time period, Landlord and any prospective purchaser or mortgagee,
may conclusively pcesume and cely upon the following facts: (a) this Lease is in full force and
effect; (b) the terms and provisions of this Lease have not been changed except as otherwise
represented by Landlord; (c) not more than one monthly installment of Basic Rent and other
charges have been paid in advance; (d) there are no claims against Landlord nor any defenses or
rights of offset against collection of Rent or other charges; and (e) Landlord is not in default undec
this Lease. In such event, Tenant shall be estopped fcom denying the truth of the presumed facts.
25.6 Notices. All notices and other communications given pucsuant to this Lease
shall be in writing and shall be (a) mailed by first class, United States Mail, postage prepaid,
certiiied, with return receipt requested, and addressed to the pac•ties hereto at the address specified
in the Basic Lease Information, (b) hand-delivered to the intended addressee, or (c) sent by a
nationally recognized overnight couriec• seevice. All notices shall be effective upon delivery to the
address of the addressee (even if such addressee refuses delivery thereo�. The pacties hereto may
change their addresses by giving notice thereof to the other in conformity with this provision.
25.7 Separabilitv. If any clause or provision of this Lease is illegal, invalid, or
unenforceable undec• present or future la�vs, then the remainder of this Lease shall not be affected
thereby and in lieu of such clause oc� provision, there shall be added as a part of this Lease a clause
or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as
may be possible and be legal, valid, and enforceable.
25.8 Amendments; Bindin� Effect; No Electronic Records. This Lease may
not be amended except by instrument in wc•iting signed by Landlord and Tenant. No pcovision of
this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing
signed by Landlord, and no custom or practice which may evolve between the parties in the
administration of the tec•ms hec�eof shall waive or diminish the right of Landlord to insist upon the
perforcnance by Tenant in strict accordance with the terms hereof. Landlord and Tenant hereby
agree not to conduct the transactions or communications contemplated by this Lease by electronic
means, except by facsimile tcansmission as specifically set forth in Section 25.6 or electeonic
signatuees as specifically set forth in Section 25.9; nor shall the use of the phrase "in writing" or
the word "wcitten" be construed to include electronic communications eYcept by facsimile
transmissions as specifically set forth in Section 25.6 and other electronic signatures as specifically
set forth in Section 25.9. The tecros and conditions contained in this Lease shall inure to the benefit
of and be binding upon the parties hereto, and upon their respective successois in intec•est and legal
representatives, except as othec•wise herein expeessly provided. This Lease is foc the sole benefit
of Landlord and Tenant, and no third party shall be deemed a third-party beneficiacy hereof.
25.9 Counternarts. This Lease (and amendments to this Lease) may be
executed in any number of counterpai�ts, each of which shall be deemed to be an original, and all
of such counter•parts shall constitute one document. To facilitate execution of this Lease, the parties
may execute and exchange, by telephone facsimile or electronic mail PDF, counterpac•ts of the
signature pages. Signature pages may be detached fc•om the counterparts and attached to a single
copy of this Lease to physically foim one document.
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
25.10 Quiet Enjovment. Provided Tenant has performed all of its obligations
hereunder, Tenant shall peaceably and quietly hold and enjoy the Pi�emises fot• the Term, without
hindrance fi•om Landlord or any party claiming by, through, or under Landlord, but not otherwise,
subject to the terms and conditions of this Lease and all mattets of record as of the date of this
Lease which are applicable to the Premises.
25.11 No Mer�ei•. Thec•e shall be no me►•gec of the leasehold estate hereby cceated
with the fee estate in the Premises or any pac-t thereof if the same person acquires or holds, directly
or indicectly, this Lease oc any intec•est in this Lease and the fee estate in the leasehold Premises oc•
any interest in such fee estate.
25. l2 No Offer. The submission of this Lease to Tenant shall not be construed as
an offer, and Tenant shall not have any rights under this Lease unless Landlord executes a copy of
this Lease and delivers it to Tenant.
25.13 Entire Agreement; No Reliance. This Lease constitutes the entire
agreement between Landlord and Tenant regarding the subject matter heceof and supersedes all
oral statements and prior writings relating tl�ereto. Except for those set forth in this Lease, no
representations, wacranties, or agreements have been made by Landloc•d or Tenant to the other with
respect to this "Lease or the obligations of,Landlord or Tenant in connection therewith. EYcept as
other�vise provided herein, no subsequent alteration, amendment, change or addition to this Lease
shall be binding unless in writing and signed by Landlord and Tenant. The normal rule of
construction that any ambiguities be i�esolved against the drafting party shall not apply to the
interpretation of this Lease ot any exhibits or amendments hereto. Further, Teilant disclaims any
reliance upon any and all representations, warranties or agreements not expressly set forth in this
Lease.
25.14 Governin� Law. This Lease shall be governed by and const�•ued in
accordance with the laws of the state in which the Premises are located.
25.15 Recordin�. Tenant shall not record this Lease or any memot•andum of this
Lease without the prioc written consent of Landlord, which consent may be withheld oc denied in
the sole and absolute discretion of Landlord. Tenant agrees that it shall e�ecute and cecord a celease
releasing any such recorded insteument of recocd that was cecoi�ded without the prior written
consent of Landlord.
25.16 Water or Mold Noti�cation. To the extent Tenant or its agents oi-
employees discover any water leakage, water damage or mold in or about the Premises, Tenant
shall promptly notify Landlord thereof in wciting.
25.17 Joint and Several Liabilitv. If Tenant consists of more than one party (oc
if Tenant permits any other paety to occupy the Pi•emises), each such party shall be jointly and
sevei•ally liable foi• Tenant's obligations under this Lease. All unperfoi•med obligations of Tenailt
hereunder not fully performed at the end of the Tecro shall survive the end of the Term, including
payment obligations with respect to Rent and all obligations concerning the condition and cepair
of the Premises.
25.18 Net Lease. This Lease is an absolute net lease. Tenant shall pay as
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
Additional Rent all expenses of every kind and nature whatsoever relating to oc arising from the
Premises, including, but not limited to, Impositions and all expenses arising fi•om the leasing,
operation, management, construction, maintenance, repair, use, and occupancy of the Pt•emises,
except as otherwise expressly provided in this Lease.
25.19 Landlord's Fees. Whenever Tenant requests Landlocd to take any action
not required of Landlord hereundec• oc give any consent requii•ed or• permitted under this Lease,
Tenant will reimburse Landlocd foi• Landlord's reasonable, out-of-pocket costs payable to third pai•ties and
incui•ced by Landloi•d in i•eviewing and taking the proposed action or consent, including reasonable engineers'
or architects' fees and reasonable attorneys' fees (including amounts allocated by Landlord to Landlord's
in-house counsel as well as fees and expenses charged by outside counsel engaged by Landlord), within 30
days after Landlord's deliveiy to Tenant of a statement of such costs.
25.20 Inteutionallv Omitted.
25.21 Authori . Tenant hereby represents and warrants to Landlord that Tenant
has full cight and authority to execute and deliver this Lease, and that each person signing on behalf
of Tenant is authorized to do so. Landlord hereby represents and warcants to Tenant that Landlord
is a duly formed and existing entity qualified to do business in the state in which the Premises a►•e
located, that Landlord has full right and authority to execute and delivee this Lease, and that each
pec•son signing on behalf of Landlord is authorized to do so.
25.22 Hazardous Materials. The tecm "Hazardous Materials" means any
chemical, substance, material, object or waste or any combination thereof, which is now or
hereafter may be classified or considered to be hazardous, toxic, or dangerous under any Law
relating to pollution or the pcotection or regulation of human health, natural resources or the
environment, or poses or threatens to pose a hazard to the health or safety of persons on the
Premises, including, but not limited to, petroleum and petroleum products, benzene, toluene, ethyl
benzene, xylenes, waste oil, asbestos, cadon, polychlorinated biphenyls (PCBs), degreasecs,
solvents or any combination of the foregoing. Tenant hereby cepresents, warrants and covenants
that no Tenant Party shall use, generate, store or Release (defined below), or permit the use,
generation, storage or Release of Hazardous Materials in, on, at, under, oc about the Pcemises except
in a manner and quantity necessaiy for the ordinaiy pet•fot•mance of Tenant's business, and then in
compliance with all Laws and in a reasonable and prudent manner. As used herein, "Release"
means depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, dumping or disposing. If any Tenant Party breaches its obligations under this
Section 25.24, Landlocd may immediately take any and all action reasonably appropriate to remedy
the same, including taking all appropriate action to clean up or remediate any contamination
resulting from such Tenant Party's use, generation, storage oc disposal of Hazardous Materials.
Tenant shall hold halmless Landlord and its members, officers, employees, c•epresentatives and
agents from and against any and all claims, demands, liabilities, causes of action, suits, judgments,
damages and expenses (including reasonable attorneys' fees and cost of cleanup and remediation)
arising from any Tenant Party's failure to comply with the provisions of this Section 25.24. This
provision is intended to allocate responsibility between Landlord and Tenant under environmental
Laws and shall survive tecmination oc• eYpiration of this Lease.
25.23 List of Exhibits. All exhibits and attachments attached heceto are
incorporated herein by this reference.
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
Exhibit A- Description of the Land
EYhibit B- Form of Tenant Estoppel Cectificate
25.24 Determination of Charges. Landlord and Tenant agree that each pcovision
of this Lease for determining charges and amounts payable by Tenant (including provisions
r�egacding Additional Rent) is commeccially reasonable and, as to each such chacge oc amount,
constitutes a statement of the amount of the charge or a method by which the charge is to be
computed for purposes of Section 93.012 of the Texas Pcoperty Code.
25.25 Pi•ohibited Pei•sons and Transactions. Tenant i•epcesents and warrants
that neither Tenant nor any of its afiiliates, nor any of their respective partnets, metnbecs,
shareholders or other equity owners, and none of their respective employees, officers, directors,
repcesentatives or agents is, nor will they become, a pet•son or entity with whom U.S. persons or
entities ai•e restricted fi•om doing business under regulations of the Office of Foreign Assets Control
("OFAC") of the Department of the Treasury (including those named on OFAC's Specially
Designated Nationals and Blocked Persons List) or under any statute, executive oi•der (including
the September 24, 2001, Executive Order Blocking Pcoperty and Prohibiting Tc•ansactions with
Persons Who Commit, Threaten to Commit, or Support Terrorism), or othec governmental action
and is not and will not Transfer this Lease to, contcact with or otherwise engage in any dealings oc
transactions or be otherwise associated with such persons or entities.
[signature page follows]
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
This Lease is executed as of the Lease Date (as defined in the Basic Lease Infot•mation).
LANDLORD: CITY OF FORT WORTH
:
Name:
Title:
TENANT: CENTER FOR TRANSFORMING LIVES,
a Texas non-profit co�pocation
By: _
Name:
Title:
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
EXHIBIT A
DESCRIPTION OF THE LAND
[To be added]
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
�XHIBIT B
FORM OF TENANT ESTOPP�L CERTIFICAT�
[To be added]
Docusign Envelope ID: C821B524-44C8-4945-ADAA-95B3E1152054
SCHEDULE 3.3
Property Documents
To the extent in the possession of or under the conti�ol of Sellei•:
(i) the most recent survey of the Real Property;
(ii) plans, speciiications and drawings relating to the building impt•ovements on the Land,
including, without limitation floor plans of the building indicating cui•rent tenant deinising,
if applicable, and any CAD files of such improvements, if applicable;
(iii) any certificates confirming the area of leased space or floor areas in the building;
(iv) all existing Leases and pending lease proposals, if any;
(v) all Service Contracts;
(vi) any written wacranties for tangible Peisonal Property;
(vii) tenant files, including occupancy permits if applicable, relating to any existing tenants;
(viii) structural, mechanical, electrical, engineering, soil, enviconmental and fire inspection
reports, if any, and copies of any notices oc• cot•respondence from tenants or governmental
entities giving notice of any violations of any regulatoiy requicements;
(ix) financial statements (including monthly general ledgers), aged receivable repoc-ts,
opecating cost and real estate tax bills (including any real estate tax appeals), tenant
reconciliation statements, opec•ating budgets and reports, capital expenditures and
recovecies, foc the past two (2) fiscal years and the current year to date;
(x) balance sheet and incotne statement (audited if available) for the Property for the past two
(2) yeacs, twelve (12) month trailing income statement, statement of cash flow, and the
notes to the financial statements;
�YI� copies of correspondence to and from any govecnmental authority in r•espect of any
outstanding regulatory violation or deficiency of which Seller has received written notice;
(xii) a copy of the Seller's existing owner title instu�ance policy;
(xiii) schedule of any non-tenant cevenue at the Property, such as pat•king, signage, etc. togethec
with supporting documentation;
(xiv) if applicable, any land lease or off-site parlcing agreement;
(xv) all utility invoices, including but not limited to, watec•, natural gas, electricity and sewer for
the immediately pceceding two (2) years;
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
(xvi) a list of all tangible Personal Property owned by Sellei• (other than Sellers internal bool<s
and records, computers, intellectual property and other such property that is personal to
Seller); used in connection with the opei�ation of the Real Property and located at the Real
Pcoperty; and
(xvii) copies of maintenance, cepair, improvement records and documents for the cucrent and
peior year, including all reports, cecords and documents relating to capital expenditures or
recommended capital eYpendituc•es;
(xviii) insut�ance loss runs for the Propei•ty; and
(xix) tenant impcovement and leasing commissions for the last two (2) years.
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-95B3E1152054
SCHEDULE 8.2.3
FORM OF FIRPTA
CERTIFICATION OF NON-FOREIGN STATUS UNDER
TREASURY REGULATIONS SECTION 1.1445-2(b)
Section 1445 of the Internal Revemie Code provides that a ti•ansfecee of a U.S. real pi•operty interest
must withhold tax if the transfecor is a foreign person. For U.S. tax puiposes (including section
1445), the ownec of a disregac•ded entity (which has legal title to a U.S. real property interest under
local law) will be the transferor of the property and not the disregarded entity. To inform the
transfet•ee that withholding of tax is not required upon the disposition of a U.S. real property
interest by City of Fort Worth, Texas (the "Transferor"), hereby certifies the following on behalf
of the Transferor:
1. Ti•ansferor is not a foreign corporation, foreign partnership, foreign trust, or
foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
Ti•ansferor's U.S. employei• identification number is ; and
Transferor's office address is
The Transferor undeistands that this certification may be disclosed to the Internal Revenue Setvice
by transferee and that any false statement contained herein could be punished by fine,
imprisonment, or both.
[Signatzr�•e Pcrge FollotivsJ
Dacusign Envelope ID: C821B524-44C8-4945-ADAA-9563E1152054
Under penalties of peijury I declare that I have examined this certification and to the best of my
1<nowledge and belief it is true, correct, and complete, and i fiirther declare that I have authority
to sign this document on behalf of the Transferor.
Dated: _, 2024
TRANSFEROR:
CENTER FOR TRANSFORMING LIVES
C
THE STATE OF TEXAS
COUNTY OF TARRANT
by
This instrument was acknowledged before me on the _ day of 2024,
of the Center for Transforming Lives.
Notaiy Public
Docusign Envelope ID: C821 B524-44C8-4945-ADAA-9583E1152054
SCHEDUL� 8.2.5
FORM OF OWNER'S AFFIDAVIT
[SUBJECT TO REVIEW BY TITLE COMPANY]
[To be aclded]