HomeMy WebLinkAboutContract 63340CSC No. 63340
CONTRACT OF SALE AND PURCHASE
THIS CONTRACT OF SALE AND PURCHASE (this "Contract") is made and entered into by
and between the CITY OF FORT WORTH, TEXAS, a home rule Municipal Corporation of the State of
Texas ("Seller"), acting by and through its duly authorized City Manager or Assistant City Manager and
EV ANS AND ROSEDALE TEXAS LLC, a Wisconsin limited liability company ("Purchaser"), as of
the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date").
RECITALS
WHEREAS on May 13, 2025, the Fort Worth City Council approved certain real estate
transactions necessary for the development of the Evans and Rosedale Urban Village as a mixed-use
urban development with affordable housing (the "Project") (M&C 25-0421); and
WHEREAS to facilitate the Project, Purchaser and Seller will enter into an Economic
Development Program Agreement and a Tax Increment Financing Development Agreement (collectively,
the "Incentive Agreements");
WHEREAS Seller owns, or has the irrevocable right to acquire and convey, thirty-six parcels of
property located within the Historic Southside Neighborhood, the Evans and Rosedale Urban Village, Tax
Increment Reinvestment Zone Number 4, and Census Tract 1231.001, said property being more
particularly described in Exhibit "A," attached hereto and incorporated herein by reference for all
purposes; and
WHEREAS in order to complete the Project and for the development of low-income or
moderate-income housing, Seller has agreed to sell the property to Purchaser for $1.00 per parcel in
accordance with Local Government Code section 272.00l(g) pursuant to the terms of this Contract; and
WHEREAS to effectuate and maintain the public purpose of developing low-income or
moderate-income housing, the property will be sold to Purchaser subject to a Deed of Trust to Secure
Performance, use restrictions, right of repurchase, and a right of first refusal, ensuring that low-income or
moderate-income housing will be offered at the property for at least thirty years.
AGREEMENT
In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows:
Section 1. Sale and Purchase.
(a)Subject to the terms and conditions of this Contract, Seller agrees to sell and convey to
Purchaser and Purchaser agrees to purchase and accept from Seller, the following right and property:
(i)The land more particularly described on the attached Exhibit "A," which is attached
hereto and incorporated herein by reference for all purposes (the "Land"), together with
(A)all buildings, fixtures, structures and improvements thereon; and (B) Seller's right,
title and interest in and to any easements, interests, benefits, privileges, rights and
appurtenances pertaining to the Land. The Land and Items (A) and (B) are collectively
referred to as the "Property."
Evans and Rosedale Texas LLC Purchase from CFW
Page 1 of54
45287847v.2 J 69905/00001
(b) Seller shall convey the Property to Purchaser subject to (i) any and all visible and
apparent easements and rights-of-way over or across the Property, whether of record or not; (ii) any and
all existing easements, restrictions, reservations, covenants, conditions, oil and gas ]eases, mineral
severances, and other instruments, other than conveyances of the surface fee estate, that affect the
Property and are shown of record in Tarrant County, Texas; (iii) all reservations, restrictions, covenants,
terms and conditions contained herein; and (iv) any and all zoning laws, regulations, and ordinances of
municipal and other governmental authorities relating to the Property, but only to the extent that they are
still in force and effect (collectively, the "Permitted Encumbrances").
(c) Notwithstanding anything to the contrary, Seller shall retain and reserve from the
conveyance (and the Property does not include} for itself, and its successors and assigns, any and all
interest in any and all oil, gas and other minerals (collectively "Minerals") in, on, or under the Land;
provided, however, Seller shall waive and relinquish access to any use of the surface of the Property for
the exploration, development, or production af such Minerals. The waiver of surface rights by Seller
shal] never be construed to prevent Seller, ar Selter's heirs, successors or assigns, from developing or
producing the Minerals in, on and under the Property by pooling or by directional drilling under the
Property from well sites or points of access located on tracts outside the Property with such reservation,
surface-use restrictions, and protections to be reflected in the final deeds.
Section 2. In�e�endent Contract Consideration; Purchase Price and Insnection Period.
(a) Contemporaneously with the execution of this Contract, Purchaser delivers to Seller a
check in the amount of $100.00 ("Independent Contract Consideration") as independent consideration
for Seller's execution, delivery and perfarmance of this Contract. This Independent Contract
Consideration is in addition to and independent of any other consideration or payment provided for in this
Contract, is non-refundable, and shall be retained by Seller notwithstanding any other provision of this
Contract; however, upon Closing (as hereinafter defined}, the lndependent Contract Consideration shall
be applied as a credit toward the Purchase Price (as hereinafter defined).
(b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at
Closing (as defined below), is THIRTY-SIX DOLLARS AND 00/100 ($36.00). Purchaser agrees that
the Property shall be used for the development of low-income or moderate-income housing and that the
Purchase Price is in accordance with Local Government Code section 272.00] (g).
(c) Purchaser shall ha�e a periad af time commencing on the Effective Date and expiring at
5:00 p.m., Fort Worth, Texas time on the ninetieth {90) day after the Effective Date (the "Inspection
Period"), within which to examine the Property and conduct its Tests and feasibility study thereof. If
Purchaser determines for any reason at any time prior to the expiration of the Inspection Period that the
Property is not satisfactary to Purchaser, then Purchaser may terminate this Contract by delivering written
notice of termination to Seller in accordance with the provisions of Section 13 hereof, prior to the end of
the Inspection Period. If Purchaser properly terminates this Contract pursuant to this Section, then this
Contract shall be terminated and neither party shall have any further rights, duties or obligations
hereunder except with respect to the provisians of this Cantract which expressly survive the termination
of this Contract. If Purchaser does not timely deliver to Seller written notice of termination during the
Inspection Period, the conditions of this Section shall be deemed satisfied and Purchaser may not
tbereafter terminate this Contract pursuant to this Section.
Section 3. Title Commitment and Survev.
Evans and Rosedale Texas LLC Purchase from CRW
Page 2 of 54
45287847v.2 169905/00001
(a) Vdithin ten (l0) days after the Effective Date, Purchaser shall obtain at Purchaser's sole
cost and expense, a Commitment far Title Insurance {"Title CommitmenY') from Republic Title of
Texas, Inc., 20l Main Street, Suite 1400, Fart Warth, Texas 76l 02, Attention: Sheila Ehresman, Escrow
Officer (the "Title Company"). The Title Cammitment shall be effective as of a date which is on or after
the Effective Date, showing Seller (or the Fort Worth Housing Finance Corporation or the Fort Worth
Local Development Corporation) as the record title owner of the Land, and shall show all encumbrances
and other matters, if any, relating to the Praperty. The Title Company shall also deliver
contemporaneously with the Title Commitrnent legible copies of all documents referred to in the Title
Commitment, including but not limited to, plats, reservations, restrictions, and easements. Upon receipt,
Purchaser shall deliver a copy of the Title Commitment and all documents referred to in the Title
Commitment to Seller.
(b) Within ten (l0) days after the Effective Date, Purchaser may, at Purchaser's sole cost and
expense, elect to obtain a survey of the Land (the "Survey"), as necessary in order for the Title Company
to delete the standard promulgated print survey exception from the title policy, amend the general survey
exceptions to "shortages in area", and otherwise satisfy Purchaser's objectives. Upon receipt, Purchaser
shall deliver a copy of the Survey to Seller and cause Seiler to be named in the surveyor's certificate. If
Purchaser obtains a Survey, the legal descriptian used in the Survey will be the lega] description used in
the Closing documents contemplated herein
(c) Purchaser shall have a period of time ("Title Review Period") commencing on the
Effective Date and expiring fifteen (l5) days after the first date-on which Purchaser has received both the
Title Commitment (and exception instruments} and the Survey, if obtained, in which to notify Seller in
writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or
the Survey.
(d) Seller shall ha�e the option, but not the obligation, to remedy or remove all Objections
(or agree irrevocably in writing to remedy or remave all such Objections at or prior to Closing} during the
period of time (the "Cure Period") ending an the tenth (lOth) day after Seller's receipt of Purchaser's
notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such
Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If
Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or
agree irrevocably to do so at or prior to Closing} within the Cure Period, then either (i) this Contract may
be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period
of time (the "Termination Period") ending on the tenth {IOth) day following the end of the Cure Period
and the parties shall be released of further obligations under this Contract; or (ii) any such Objections may
be waived by or on behalf of Purchaser, with Purchaser ta be deemed to ha�e waived such Objections if
notice of termination is not given within the Terminatian Period. Any title encumbrances or exceptions
which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within
the Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be
deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the
Property.
(e) Any other provision herein to the contrary notwithstanding, (i) all exceptions disclosed in
the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this
Contract and are not attributable to actions by Purchaser and (ii) all Objections that Seller agrees in
writing to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured
or removed by Seller, at Seller's sole cost and expense, at or prior to Closing. The parties will work
cooperatively to resolve to their mutual satisfaction any monetary or other liens impacting the Property
that are discovered during the Inspection Periad will be resalved.
Evans and Rosedale Texas LLC Purchase from CFW
Page 3 of 54
45287847v.2 ]69905/00001
Section 4. Due Dilieence Documents. Within twenty (20) days of the Effective Date, Seller
shall deliver to Purchaser for Purchaser's review (i) any and all tests, construction plans, studies, and
investigations relating to the Property and the operation and maintenance thereof, including soil tests,
engineering reports or studies, and any Phase I ar other environmenta] audits, reports, or studies of the
Property; (ii) any and all information regarding condemnation notice(s), proceedings, and awards
affecting the Property; and (iii) all proposed or existing private covenants, conditions and restrictions, of
which the Property will be a part and any other private agreements affecting the use or development of the
Property.
Section 5. Tests and Plans.
Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property to make
inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without
limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"). Any Tests shall
be conducted at Purchaser's sole expense. Purchaser shall keep the Property free and clear of any liens
for any such Tests. At the conclusion of the Tests, the Property will be restored by Purchaser, at
Purchaser's sole expense, to at least a simiiar condition as before the Tests were conducted.
PURCHASER SHALL INDEMNIFY AND HOLD SELLER HARMLESS FROM AND AGAINST
ALL LOSSES, CLAIMS, COSTS, DAMAGES AND LIABILITIES ARISING OUT OF OR IN
CONNECTION WITH ANY ENTRY UPON THE PROPERTY BY PURCHASER AND
PURCHASER'S AGENTS, EMPLaYEES, AND CONTRACTORS EXCEPT TO THE EXTENT
THAT THE SAME IS CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE SELLER. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
CONTRACT, PURCHASER'S OBLIGATION TO REPAIR DAMAGES TO THE PROPERTY
AND TO INDEMNIFY SELLER PURSUANT TO THIS SECTION WILL SURVIVE THE
TERMINATION OF THIS CONTRACT AND SHALL SURVIVE CLOSING FOR A PERIOD
NOT TO EXCEED ALL APPLICABLE STATUTES OF LIMITIONS. In the event this transaction
does not close for any reason whatsoever, the Purchaser shall release to Seller any and all third-party
independent studies or results of Tests obtained before the Closing Deadline.
Section 6. Closin� Deadline. The closing ("Closing") of the sale of the Property by Seller to
Purchaser shall occur through the office of the Title Company on or before the date that is twelve (12)
months from the Effective Date of this Contract (the "Closing Deadline"). ln the event that Purchaser has
not obtained evidence by a certificate of reservation from the Texas Bond Review Board or other similar
documentation for the allocation of taY-exempt bonds or an allocation of ]ow-income housing tax credits
fram the Texas Department of Housing and Cammuniry Affairs, Purchaser may extend the Closing
Deadline by one (1) period of sixty (60) days. The Closing shall take place at the office of the Title
Company on the earlier of (i) date that is within thirty {30) days following the date Purchaser provides
written notice to Seller, or (ii) the Closing Deadline {as it may be extended). Seller hereby covenants and
agrees that it sha11, not less than five (5) business days prior to the date of Closing, ha�e obtained fee title
to those portions of the Property owned, as of the Effective Date, by the Fort Worth Housing Finance
Corporation or the Fort Worth Local Development Corporation. Seller's fee ownership o£ all portions of
the Property by the date that is five (5) business days prior to the date of Closing is a condition precedent
to Purchaser's obligation to close under this Contract.
Section 7. Closin .
(a) At the Closing, all of the follawing shall occur, all of which are deemed concurrent
conditions:
Evans and Rosedale Texas LLC Purchase from CFW
Page 4 of 54
45287847v.2 l 69905/0000 ].
(1) Seller, at Seller's sole cost and expense, shall deliver or cause to be delivered to
Purchaser the following:
(i) A Special Warranty Deed, including exhibits to the satne ("Deed"), fully
executed and acknowledged by Seller, conveying to Purchaser good and
indefeasible fee simple title to the Property subject only to the Permitted
Encumbrances, but containing a reservation of the mineral rights, and
subject to certain conditions, use restrictions, and rights of first refusal
and repurchase in favor of Seller. During the Inspection Period, Seller
and Purchaser will negotiate and agree upon the final form of the Deed to
be executed at Closing, and such Deed shall contain terms in accordance
with the M&C 25-0421 attached hereto as Exhibit "D". The form
attached hereto as Exhibit °B" is Seller's initial draft of such document.
(ii) A Deed of Trust to Secure Performance ("Deed of Trust"), ensuring the
continuing availability of low-income or moderate-income housing on
the Property. During the Inspection Period, Seller and Purchaser will
negotiate and agree upon the final form of the Deed of Trust to be
executed at Closing and such Deed of Trust shall contain terms in
accordance with the M&C 25-0421 attached hereto as Exhibit ��D". The
form attached hereto as Exhibit "C" is Seller's initial draft of such
document.
(iii) A Non-Foreign Person Affidavit, in form and substance reasonably
satisfactory to Purchaser, fully executed and acknowledged by Seller,
confirming that Seller is not a foreign person or entity within the
meaning of Section 1445 of the Internal Revenue Code of 1986, as
amended.
(iv) Evidence of authority to consummate the sale of the Property as is
contemplated in this Contract or as Title Company may reasonably
request.
(v) Any other instrument or document necessary for Title Company to issue
the Owner Policy in accordance with Section 7(a)(3) below.
(vi) Evidence that the Property fully complies with applicable law and that a
No Further Action letter or similar release has been obtained from the
TCEQ (defined below) confirming that required remediation activities
have been completed in connection with any portion of the Property that
is under a voluntary cleanup program or similar program with the Texas
Commission on Environmental Quality (the "TCEQ"), provided that
apportionment of costs associated with obtaining such release shall be
negotiated and agreed to by the parties prior to Closing and provided that
if (i) a No Further Action or similar release cannot be obtained or (ii) the
parties are unable to mutually agree, Purchaser may waive this
requirement ar terminate this Contract as its sole and exclusive remedy.
(2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be
delivered the following:
(i) To Seller, through the Title Company, federally wired funds or a
certified or cashier's check or such other means of funding acceptable to
Evans and Rosedale Texas LLC Purchase from CFW
Page 5 of 54
45287847v.2 169905/ODOO l
(>i)
(iii)
Seller, in an amount equal to the Purchase Price, adjusted for closing
costs and prorations.
Evidence of autharity to consummate the purchase of the Property as is
contemplated in this Contract or as Title Company may reasonably
request.
Evidence of financing necessary to complete the Project, as reasonably
acceptable to Seller. Purchaser shall be deemed to have secured
financing necessary if Purchaser demonstrates financing to complete all
aspects of the Praject, including but not limited to Purchaser having
secured tax exempt bonds and federa] low or moderate income housing
tax credits and any necessary commercial financing in connection with
the Project in an amount sufficient to complete all aspects of the Project.
(3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an
Owner Policy of Title Insurance {"Qwner Policy") issued by Title Company in an
amount allowed by the Texas Department of Insurance insuring that, after the completion
of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property,
subject ovly to the Permitted Exceptions, and reservation of minerals, certain conditions,
restrictions, right of first refusal and repurchase rights in favor of Seller, and the standard
printed exceptions included in a Texas Standard Form Owner Policy of Title lnsurance.
(4) Purchaser shall pay the escrow fees.
(5) Purchaser shall pay all recording fees and any other closing costs as set forth by
the Title Company.
(6) Purchaser and Seller shall each pay their respective attorneys' fees.
(b) Seller will qualify for exemption from ad valorem taxation for the Property, and no ad
valorem taxation shall accrue before the date of Closing. Therefore, any ad valarem taxes assessed
against the Property for the then current year of Closing shall be for the period of time the Property is
owned by Purchaser. Purchaser shall be respansible for all ad valorem taxes and fees accruing after the
date of Closing. The provisions of this Section 7(b) survive the Closing.
(c) Upon completion of the Closing, Seller shall deliver possession of the Property to
Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted Exceptions.
Section 8. Seller's Rersresentations. Seller hereby represents and warrants to Purchaser, as of the
Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to
Purchaser at or prior to Closing, that, to the best af Seller's knowledge and belief and after due inquiry:
(a) Seller's Authority. This Cantract has been duly autharized by requisite action and is
enforceable against Seller in accordance with its terms; neither the execution and
delivery of this Contract rlor the consummation of the sale provided for herein will
constitute a violation or breach by Seller of any provision of any agreement or other
instrmnent to which Seller is a party or to which Seller may be subject although not a
party, or will result in or canstiiute a violation or breach of any judgment, order, writ,
junction or decree issued against ar binding upon Seller or the Property;
Evans and Rosedale Texas LLC Purchase from CFW
Page 6 of 54
45287847v.2 ] 69905/00001
(b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the
Property or any portion thereof, or affecting Seller and relating to the ownership,
operation, use or occupancy of the Property, pending or being prosecuted in any court or
by or before any federal, state, county or municipal department, commission, board,
bureau o agency or other gavernmental entity and no such action, suit, proceeding or
claim is threatened or asserted;
(c) 5eller is Not a Foreign Persan. Seller is not a foreign person or entity as defined in
Section 1445 of the lnternal Revenue Code of 1986, as amended, and Purchaser is not
obligated to withhold any portion of the Purchase Price for the benefit of the Internal
Revenue Service;
(d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of
creditors, receivership, conservatorship or voluntary or involuntary proceedings in
bankruptcy or pursuant to any other debtor relief ]aws is contemplated or has been filed
by or against Seller or the Property, nor is any such action pending by or against Seller
or the Property;
(e) Contract Obligations. Except as oiherwise disclosed in the Title Commitment or by
Seller to Purchaser, no lease, contract or agreement exists relating to the Properiy or any
portion thereof which is nat terminable at will or upon not more than thirty (30) days'
prior notice;
(� No Competing Rights. No person, firm or entity, other than Purchaser, has any right to
purchase, lease or otherwise acquire or possess the Property or any part thereof;
(g) No Regulatory Violations. The Property is not in breach of any law, ordinance or
regulation, or any order of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality
wherever located, including, without limitation, those relating to environmenta] matters
and hazardous waste, and, with respect to the Property or the Seller's present use and
operation of the Property, no claim, action, suit or proceeding is pending or, to the best
of Seller's knowledge and belief and after due inquiry, threatened against or affecting
Seller or affecting the Property, at law or in equity, or before or by any federal, state,
municipal ar other governmental department, commission, board, bureau, agency or
entity wherever located, with respect to the Property or the Seller's present use and
operation of the Property; and
(h) No Hazardous Materials. Ta the best of Seller's knowledge, (i) all required federal,
state and local permits concerning or related to environmental protection and regulation
for the Property have been secured and are current; (ii) Seller is and has been in full
compliance with such environmental permits and other requirements regarding
envirornnental protection under applicable federal, state or local laws, regulations or
ordinances; (iii) there is no pending action against Seller under any environmental law,
regulation or ordinance and Setler has not received written notice of any such action or
possible action; (iv) there is not now, nor has there been in the past, any release of
hazardous substances on, over, at, from, into ar onto any facility at the Property, as such
terms are understood under the Comprehensive Environmental Response,
Compensation and Liabiliry Act; and {v) Seller does not have actual knowledge of any
environmental condition, situatian or incident on, at or concerning the Property that
Evans and Rosedale Texas LLC Purchase fro►n CFW
Page 7 of 54
45287847v.2 169905/0000]
could reasonably be expected ta give rise to an action or to liability under any law, rule,
ordinance or common law theary governing environmental protection.
Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller
in executing this Contract and in closing the purchase and sale of the Property pursuant to this Contract,
and Seller, during the term of this Contract, agrees to notify Purchaser promptly in the event that Seller
obtains knowledge of any change affecting any of such representations and warranties, in which event
Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. If Purchaser obtains
knowledge of any change affecting any of Seller's representations and warranties, Purchaser shall
promptly notify Seller of the same, and Purchaser shal] be entitled to exercise the remedies set forth in
Section ]4 hereof. Until and unless Seller's warranties and representations shall have been qualified and
modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser
shall continue to be entitled to rely on Seller's representations and warranties set forth in this Contract,
notwithstanding any contrary information resulting from any inspection or investigation made by or on
behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall
survive Closing.
AFTER CLOSING, PURCHASER RELEASES SELLER FROM LIABILITY FOR
ENVIRONMENTAL PROBLEMS AFFECTING THE PROPERTY, INCLUDING LIABILITY (1)
UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND
LIABILITY ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT
(RCRA), THE TEXAS SOLID WASTE DISP4SAL ACT, OR THE TEXAS WATER CODE; OR
(2) ARISING AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT
LIABILITY, OR UNDER NEW LAWS �R CHANGES TO EXISTING LAWS ENACTED
AFTER THE EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON SELLERS IN
THIS TYPE OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS
AFFECTING THE PROPERTY EXCEPT TO THE EXTENT THE SAME IS CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE SELLER.
Section 9. Purchaser's Renresentations. Purchaser hereby represents and warrants to Seller, as of
the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from
Purchaser to Seller at or prior to Closing, that, to the best of Purchaser's knowledge and belief and after
due inquiry:
(a) Purchaser's Authority. This Contract has been duly authorized by requisite action and
is enforceable against Purchaser in accordance with its terms; neither the execution and
delivery of this Contract nor the consummation of the sale provided for herein will
constitute a violation or breach by Purchaser of any provision of any agreement or other
instrument to which Purchaser is a party or to which Purchaser may be subject although
not a party, or will resulY in or canstitute a violation or breach of any judgment, order,
writ, junction or decree issued against or binding upon Purchaser; and
(b) Purchaser is Not a Foreign Person. Purchaser is not a foreign person or entity as
defined in Section 1445 of the Intemal Revenue Code of 1986, as amended, and Seller
is not obligated to withhold any portion of #he Purchase Price for the benefit of the
Internal Revenue Service
(c) Knowledge Party. For purposes of this Section 9, the term "Purchaser's Knowledge"
or "knowledge" and terms of similar import shall mean the current actual knowledge of
only Kevin Newell (who Purchaser represents is the appropriate person within
Purchaser to have knowledge af Purchaser's foregoing representations), and shall not be
construed, by imputation or otherwise, to refer to the knowledge of any affiliate of
Evans and Rosedale Texas LLC Purchase from CFW
Page 8 of 54
45287847v.2 l 69905/00001
Purchaser, to any property manager, or to any other officer, agent, manager, member,
representative or employee of Purchaser or any affiliate thereof (collectively,
"Purchaser's Representatives"} or to impose any duty to investigate the matter to
which such actual knowledge, ar the absence thereof, pertains. Neither Kevin Newell
nor any Seller Representative, shall have any personal liability in connection with any
representations or warranties of Purchaser.
Section 10. Seller's Covenants. During the term of this Contract, Seller shall not, without the prior
written consent of Purchaser: (i) grant a lien, pledge, encumbrance, security interest, option, right of first
refusal, charge, license, lease, right of way, dedication ar easement against or across the Property which
will be effective after Closing; (ii) permit any mechanic's or materialman's lien to attach to any portion of
the Property; (iii) place or permit to be placed on, ar remove or permit to be removed from, the Property
any trees, buildings, structures or other improvements of any kind; (iv) excavate or permit the excavation
of the Property or any portion thereof; or (v} enter into a contract or agreement for the sale, transfer or
conveyance, exchange, encumbrance or other disposition of all or any portion of the Property (other than
purchase and sale contracts to convey fee title af those portions of the Property owned, as of the Effective
Date, by the Fort Worth Housing Finance Corparatian or the Fort Worth Local Development Corporation
into Seller prior to Closing). Additionally, Seller agrees to continue to own, maintain and manage the
Property in the same manner that Seller and the ather owners of portions of the Property has heretofore
owned, maintained, and managed the Property up ta and through Closing. All of the foregoing covenants
of Seller shall also apply to those portions of the Property that are, as of the Effective Date, owned by the
Fort Worth Housing Finance Corporation or the Fort Worth Local Development Corporation, and Seller
shall enforce such covenants against the Fort Worth Housing Finance Corporation or the Fort Worth
Local Development Carparation, and Seller's failure to do so shall be a default by Seller under this
Contract.
Section 11. A ents. Seller and Purchaser each represent and warrant to the other that it has not
engaged the services of any agent, broker, or other similar party in connection with this transaction.
Section 12. �losin� Documents. No later than five (5) days prior to the Closing, Seller shall
deliver to Purchaser copies of the closing documents {including but not limited to the Deed) for
Purchaser's reasonable right of approval.
Section 13. Notices.
(a) Any notice under this Contract shall be in writing and shall be deemed to have been
served if (i) delivered in person to the address set forth below for the party to whom the notice is given,
(ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United
States mail, return receipt requested, addressed ta such party at the address speciiied below, or (iv)
deposited into the custody of Federal Express Carporation to be sent by FedEx Overnight Delivery or
other reputable overnight carrier for next day delivery, addressed to the party at the address specified
below.
Evans and Rosedale Texas LLC Purchase from CFW
Page 9 of 54
45287847v.2 169905/00001
(b) The address of Purchaser under this Contract is:
Evans and Rosedale Texas LLC
111 E. Kilbourn Ave., Ste. 21 b0
Milwaukee, WI 53202
Attn: Kevin Newell
With copy to:
Jackson Walker LLP
777 Main Street, Ste. 2100
Fort Worth, Texas 76102
Attn: Tyler Wallach & Joel Heydenburk
And to:
Winthrop & Weinstine
225 South Sixth Street
Minneapolis, MN 55402-4629
Attn: Steve Kool
(c) The address of Seller under tbis Contract is:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76]02
Attn: Director, Economic Development
With a copy to:
City Attorney and City Manager
at the same address
(d) The address of Title Company under this Contract is:
Republic Title of Texas, Inc.
20] Main Street, Suite 1400
Fort Worth, Texas 76102
Attn: Sheila Ehresman, Escrow Officer
(e) From time to time either party may designate another address under this Contract by
giving the other party advance written notice af the change.
Evans and Rosedale Texas LLC Purchase from CFW
Page 10 of 54
45 287847v.2 169905/0000 7.
Section 14. Termination Default and Remedies.
(a) If (1) Purchaser fails or refuses to consummate the purchase of the Property pursuant to
tl�is Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant
to a right so to terminate expressly set farth in this Contract or Seller's failure to perform Seller's
obligations under this Contract, ar(2) Purchaser defaults (beyond any notice and cure period) under the
Incentive Agreements, then Seller, as Seller`s sole and exclusive remedy (except as provided below), shall
have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the
Closing, whereupon neither party hereto shall have any further rights or obligations hereunder. However,
prior to exercising any such remedy, Seller witl have the right to cure such breach or default under this
Contract (not in duplication of any notice and cure periods under the Incentive Agreements) for up to ten
(10) days after delivery of the foregoing applicable notice, or such longer period as may be necessary to
cure such breach, so long as Purchaser commences such cure and thereafter diligently purses the same to
completion.
(b) If (1) Seller fails or refuses ta timely consummate the sale of the Property pursuant to this
Contract at Closing, (2) at the Closing any of Seller's represen#ations, warranties or covenants contained
herein is not true or has been breached or madified, or {3) Seller fails to perform any of Seller's other
material obligations hereunder either prior to or at the Closing for any reason other than the termination of
this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or
Purchaser's failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the
right to:
a. tenninate this Contract by giving written notice thereof to Seller prior to or at the
Closing and neither party hereto shall have any further rights or obligations
hereunder;
b. pursue specific performance of this Contract with respect to City's obligation to
acquire all properties listed in Exhibit A from the Fort Worth Housing Finance
Corporation and Fort Warth Lacal Development Corporation but only if Purchaser
otherwise meets all clasing canditions as of the time at which specific performance is
sought; or
c. waive, prior to or at the Clasing, the applicable objection or condition and proceed to
close the transaction contemplated hereby in accordance with the remaining terms
hereto.
(c) If the parties hereto fail to enter inta the Incentive Agreements prior to the expiration of
the Inspection Period, either party shatl have the right to terminate this Contract upon written notice to the
other party whereupon neither party hereto shalI have any further rights or obligations hereunder.
Section 16. Entire Contract. This Cantract (including the attached E�ibits) contains the entire
contt-act between Seller and Purchaser, and no aral statements or prior written matter not specifically
incorporated herein is of any force and effect. No modifications are binding on either party unless set
forth in a document executed by that party.
Section 17. Assi ns. This Contract inures to the benefit of and is binding on the parties and their
respective legal representatives, successors, and assigns. Seller may not assign its interest under this
Contract without the prior written consent of Purchaser. Purchaser may assign its interest under this
Contract, subject to all deeds of trust and other limitations, as necessary to accomplish the Project.
Evans and Rosedale Texas LLC Purchase from CFW
Page l l of 54
45287847v.2 ] 69905/00001
Section 18. Taking Prior to Closing. lf, priar to Closing, the Property or any portion thereof
becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion,
either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder,
or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the
net square footage of the Property after the taking.
Section 19. Governina Law. This Contract shall be governed by and construed in accordance with
the laws of the State of Texas.
Section 20. Performance of Contract. The obligatians under the terms of the Contract are
performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be
made in Tarrant County, Texas.
Section 21. Venue. Venue of any action braught under this Contract shall be in Tarrant County,
Texas if venue is legally proper in that County.
Section 22. Severabili �. lf any pravisian of this Contract is held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenfarceability will not affect any other
provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein.
Section 23. Business Da►'s. If the Clasing ar the day for performance of any act required under this
Contract falls on a Saturday, Sunday, or legal haliday, then the Closing or the day for such performance,
as the case may be, shall be the next following regular business day.
Section 24. Counternarts. This Contract may be executed in mu3tiple counterparts, each of which
will be deemed an original, but which together will constitute one instrument.
Section 25. Terminolo�►'. The captions beside the section numbers of this Contract are for reference
only and do not modify or affect this Contract in any manner. Wherever required by the context, any
gender includes any other gender, the singular inctudes the plural, and the plural includes the singular.
Section 26. Const�ction. The parties acknowledge that each party and its counsel have reviewed
and revised this Contract and that the normal rule af canstruction to the effect that any ambiguities are to
be resolved against the drafting party is not to be emplayed in the interpretation of this Contract or any
amendments or exhibits to it.
Section 27. Cross Default. Notwithstanding anything to the contrary and for the avoidance of doubt,
any breach or default under this Contract shall also constitute a breach or default under the other
agreements executed between the parties with respect to the Project, and any breach or default under
those agreements shall constitute a breach or defauit under this Contract. Any breaches or defaults will be
subject to the applicable notice and cure periads set forth in either this Contract ar the other applicable
agreements with respect to the Project (as the case may 6e).
Section 28. Cit Council A� rovat. Natwithstanding anything herein to the contrary, Purchaser
hereby acknowledges and agrees that the Seller's execution of this Contract, its representations and
warranties under this Contract, Seller's willingness and agreement to sell the Property, and to
consummate the transactions contemplated under this Contract are expressly subject to and contingent
upon the approval of the Fort Worth City Council in a public meeting ("City Council Approval"), which
occurred on May 13, 2025 through M&C 25-0421.
Evans and Rosedale Texas LLC Purchase from CFW
Page 12 of 54
45287847v.2 ] 69905/00001
Section 29. Attorner s Fees. The parties agree that each will be responsible for its own attorney fees
in connection with any dispute (litigation or atherwise) in connection with this Contract, notwithstanding
any statutory rights to the contrary.
[remainder af page intentionally left blank]
Evans and Rosedale Texas LLC Purchase from CFW
Page 13 of 54
45287847v.2 ] 69905/00001
This Coniract is EXECUTED as of �he Effective Date.
PURCHASER:
EVANS AND ROSEDALE TEXAS LLC
By:
N ; Kevin Newell
Title: Member
Date: � p
SELLER:
CiTY OF FORT WORTH
By:
Nanne: 7esica McEachern
Title: Assistant City Manager
Date:
M&C: 25-0421
Date: May 13t�, 2025
APPROVED AS TO LEGALITY AND FORM
Assistant City Attorney
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Name of Employee
Title .
[Title Company and City Secretary signature pages follow, but not necessary for effectiveness of this
Contract]
Evans and Rosedale Texas LLC Purchase from CFW
Siguature Page
This Contract is EXECUTED as of the Effective Date.
PURCHASER:
EV ANS AND ROSEDALE TEXAS LLC
By: __________ _ Name: Kevin Newell
Title: Member
Date: ________ _
SELLER:
CITY OF FORT WORTH
By:�_; Name: Jesica McEachern
Title: Assistant City Manager
Date: 0513012025
M&C: 25-0421
Date: May 13 th, 2025
APPROVED AS TO LEGALITY AND FORM
05/30/2025
Denis McElroyAssistant City Attorney
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
� {:.,,� 05/30/2025
Name of Employee
Title : Economic Development Manager
[Title Company and City Secretary signature pages follow, but not necessary for effectiveness of this
Contract]
Evans and Rosedale Texas LLC Purchase from CFW
Signature Page
By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of
this Contract.
TITLE COMPANY:
By: REPUBLIC TITL F TEXAS, INC.
Name:
Title: v y C� i�e`z� ��
Date: . �,,,,�„� Z �2.._�7 Z-�
Evans and Rosedale Texas LLC Purchase from CFW
Signature Page
Page 15 of 54
By its execution below, the City Secretary's Office affirms this Contract is on file and maintained as an
official record of the City of Fort Worth.
Attest r1 �
Jannette S. Goodall
City Secretary
06/02/2025
Evans and Rosedale Texas LLC Purchase from CFW
EXHIBIT "A"
DESCRIPTION OF PROPERTY
ADDRESS LE AL DESCRIPTION
924 MISSOURI AVE SCHLATERS SUBDIVISION Block 1 Lot 7
916 MISSOURI AVE SCHLATERS SUBDIVISION Block 1 Lot 5
920 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 6
1000 EVANS AVE EVANS SOUTH ADDITION Block 3 Lots 1& 2
920 MISSOURI AVE SCHLATERS SUBDNISION Block 1 Lot 6
904 MISSOURI AVE SCHLATERS SUBDNISION Block 1 Lot 2
917 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lot 12
901 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lots 14 THRU 16
810 MISSOURI AVE EVANS SOUTH ADDITION Block 3 Lot 12
928 MISSOURI AVE SCHLATERS SUBDIVISION Block 1 Lot 8
900 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 1
924 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 7
928 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 8
1000 EVANS AVE EVANS SOUTH ADDITION Block 3 Lots 1& 2
916 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 5
921 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lot 11
708 E TERRELL AVE SCHLATERS SUBDNISION Block 1 Lot 1 W43' LOT 1
710 E TERRELL AVE SCHLATERS SUBDIVISION Block 1 Lot 1 W41'E82' LOT 1
900 MISSOURI AVE SCHLATERS SUBDNISION Block 1 Lot 1 E41' LOT 1
901 SOUTH FWY SCHLATERS SUBDNISION Block 1 Lots 14 THRU 16
901 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lots 14 THRU 16
915 MISSOURI AVE EVANS SOUTH ADDITION Block 1 Lot 4 W 65'4 BLK 1
912 EVANS AVE EVANS SOUTH ADDITION Block 1 E 86'LOT 4
759 E DASHWOOD ST SCHLATERS SUBDIVISION Block 1 Lot 9
900 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 3 E 84'3 BLK 1
908 MISSOURI AVE SCHLATERS SUBDNISION Block 1 Lot 3
913 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lot 13
925 SOUTH FWY SCHLATERS SUBDIVISION Block 1 Lot 10
900 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 2
900 EVANS AVE EVANS SOUTH ADDITION Block 1 Lot 3 W 67'3 BLK 1
901 EVANS AVE MCANULTY & NESBITT SUBDIVISION
EVANS BLOCK 2 LOT 1
901 EVANS AVE MCANULTY & NESBITT SUBDIVISION
EVANS BLOCK 2 LOT 2
909 EVANS AVE MCANULTY & NESBITT SUBDNISION
EVANS BLOCK 2, LOT 30
1009 EVANS AVE KRAUSE, A. SUBDIVISION
BLOCK 4, LOT 2E
1013 EVANS AVE KRAUSE, A. SUBDIVI5ION
BLOCK 4, LOT 2F
Page 17 of 54
45287847v.2 169905/00001
1005 EVANS AVE KRAUSE, A
SUBDIVISION BLOCK 4
LOT lE
Page 18 of 54
45287847v.2 169905/0000]
EXHIBIT "B"
FORM OF SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
COUNTY OF TARRANT
KNOW ALL MEN BY THESE PRESENTS:
THAT the CITY OF FORT WORTH, a Texas home-rule municipal carparation,
(the "Grantor"), for and in consideration of the sum af Ten and No/100 Dollars ($10.00) cash and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, paid by
EVANS AND ROSEDALE TEXAS, LLC, a Wisconsin limited liability company (the "Grantee"),
subject to the provisions set forth herein, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and
by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee certain property
located in Tarrant County, Texas, described on Exhibit "A." which is attached hereto and incorporated
herein by reference for all purposes, together with all of Grantor's right, title and interest in and to any
improvements located thereon and any easements, interes#s, benefits, privileges, righis and appurtenances
pertaining thereto (the "Pro er ").
Grantor hereby excepts from this deed and reserves to Grantor, its successors and assigns, all oil,
gas or other minerals in, on and under and that may be taken, saved, extracted or produced from the
Property and all other subsurface rights of the Property; provided, however, that Grantor does hereby
expressly release and waive, on behalf of itself, and its successors or assigns, all rights of ingress and
egress and all other rights of every kind and character whatsoever to enter upon, use or in any way disturb
the surface of the Property or any part thereof, including, without limitation, the right to enter upon the
surface of the Property for purposes of exploring for, developing, drilling, producing, transporting
product, mining, treating, storing or any ather purpose incident to the development or production of the
oil, gas and other minerals in, on and under the Property. Nothing herein contained shall ever be
construed to prevent the Grantor, or its successors or assigns, from developing or producing the oil, gas
and other minerals in and under the Property 6y paoling or by directional drilling under the Property from
well sites not located within the boundaries af such Property and only at a depth of no less than 500 feet
below the surface of the Property.
This Special Warranty Deed and the canveyance herein set forth is executed by Grantor and
accepted by Grantee subject to all easements, rights of way, encwnbrances, liens, covenants, conditions,
restrictions, obligations, and liabilities as may appear of record and all matters that an accurate survey or a
physical inspection of the Property would reveal, including, without limitation, the exceptions set forth in
E�ibit `B." attached hereto and made a part hereof {said exceptions being called the "Permitted
Exce[�tions").
Page 19 of 54
45287847v.2 169905/00001
Grantee acknowledges that Grantee has independently and personally inspected tbe Property.
The Property is hereby conveyed to and accepted by Grantee in its present condition, "AS IS," WITH
ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED.
Notwithstanding anything contained herein to the contrary, it is understood and agreed that Grantar and
Grantor's agents or employees have never made and are not now making, and they specifically disclaim,
any warranties, representations or guaranties af any kind or character, express or implied, oral ar written,
with respect to the Property, including, but nat limited to, warranties, representations or guaranties as to
(a) matters of title (other than Grantor's warranty of title set forth herein), (b) environmental matters
relating to the Property or any portion thereaf, including, without limitation, the presence of hazardous
materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without
limitation, subsidence, subsurface conditians, water table, underground water reservoirs, limitations
regarding the withdrawal of water, and gealogic faults and the resulting damage of past and/or future
faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any
stream (surf'ace or underground), body of water, wetlands, flood prone area, flood plain, floodway or
special flood hazard, (e) drainage, ( fl soil conditions, including the existence of instability, past soil
repairs, soil additions or conditions of soil fll, or susceptibility to landslides, or the sufficiency of any
undershoring, (g) the presence of endangered species ar any environmenta]]y sensitive or protected areas,
(h) zoning or building entitlements to which the Property ar any portion thereof may be subject, (i) the
availability of any utilities to the Property or any portion thereof including, without limitation, water,
sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion
thereof, (1) the value, compliance with the plans and specifications, size, location, age, use, design,
quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of
the Property ar any portion thereof, ar any income, expenses, charges, liens, encumbrances, rights or
claims on or affecting or pertaining to the Praperty or any part thereof, (m) the condition or use of the
Property or compliance of the Property with any or all federal, state or ]ocal ordinances, rules, regulations
or laws, building, fire or zoning ordinances, codes ar other similar laws, (n) the existence or non-existence
of underground storage tanks, surface impaundments, or ]andfills, (o) any other matter affecting the
stability and integrity of the Property, (p) the potential far further development of the Property, (q) the
merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy
or completeness of any diligence items provided by Grantor, (s) tax consequences, or (t) any other matter
or thing with respect to the Property. GRANTOR MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND TO GRANTEE, INCLUDING, WITHOUT LIMITATION, THE
PHYSICAL CONDITION OF THE PROPERTY, OR THEIR SUITABILITY FOR ANY
PARTICULAR PURPOSE OR OF MERCHANTABILITY, AND GRANTEE IS RELYING ON
ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE
IT. THE PROVISIONS OF THIS PARAGRAPH ARE A MATERIAL PART OF THE
CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL WARRANTY DEED AND
SHALL SURVIVE CLOSING.
GRANTEE RELEASES GRANTOR FROM LIABILITY FOR ENVIRONMENTAL PROBLEMS
AFFECTING THE PROPERTY, INCLUDING LIABILITY (1) UNDER THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY
ACT (CERCLA), THE RESOURCE CONSERVATION AND RECOVERY ACT (RCRA), THE
TEXAS SOLID WASTE DISPOSAL ACT, OR THE TEXAS WATER CODE; OR (2) ARISING
AS THE RESULT OF THEORIES OF PRODUCTS LIABILITY AND STRICT LIABILITY, OR
UNDER NEW LAWS OR CHANGES TO EXISTING LAWS ENACTED AFTER THE
EFFECTIVE DATE THAT WOULD OTHERWISE IMPOSE ON GRANTORS IN THIS TYPE
OF TRANSACTION NEW LIABILITIES FOR ENVIRONMENTAL PROBLEMS AFFECTING
Page 20 of 54
45287847v.2 169905/0000 ]
THE PROPERTY. THIS RELEASE APPLIES EVEN WHEN THE ENVIRONMENTAL
PROBLEMS AFFECTING THE PROPERTY RESULT FROM GRANTOR'S OWN
NEGLIGENCE OR THE NEGLIGENCE OF GRANTOR'S REPRESENTATIVES.
This conveyance is further made subject to: {i) #he Use Restrictions (the "Use Restricti ns") set
forth in �xhibit "C." attached hereto and made a part hereof; {ii) the Right of First Refusal (the "Ri ht of
First Refusal") set forth in Exhibit "D." attached hereto and made a part hereof; and (iii) the Right of
Repurchase (the "Ri�ht of Renurchase") set forth in Exi�ibit "E." attached hereto and made a part
hereof, each of which shall run with the land and be binding on Grantee and all parties ha�ing or
acquiring any right, title or interest in the Praperty or any part thereof, and which shall inure to the benefit
of Grantor, Grantee and each owner of any partion of the Property.
TO HAVE AND TO HOLD the Praperty unto Grantee, and Grantee's successors and assigns
forever, and Grantor does hereby bind Grantar, and Grantor's successors and assigns, to WARRANT and
FOREVER DEFEND, all and singular the Praperty unto Grantee and Grantee's successors and assigns,
against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through
or under Grantor, but not otherwise, subject only to the reservation of minerals, exceptions to warranty,
Permitted Exceptions, Use Restrictions, Right of First Refusal, and Right of Repurchase.
EXECUTED to be effective as of this day of , 2025.
[signature page follows]
GRANTOR: THE CITY OF FORT WORTH
BY� _
Name: Jes McEachern
Title: Assistant City Manager
Attest:
Jannette S. Goodall
City Secretary
M&C: 25-0421
Date: May 13t'', 2025
APPROVED AS TO LEGALITY AND FORM:
Page 21 of 54
45287847v.2 169905/00001
Assistant City Attorney
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was ACKNOWLEDGED before me on , 2025 by
, of
, a , on behalf of
said
Notary Public - State of Texas
Grantee's Acceptance of Deed
Evans and Rosedale Texas, LLC, a Wisconsin timited liability company, Grantee (i) accepts the attached
deed and consents to its form and substance, (ii} acknowledges that the terms of the deed conform with
Grantee's intent and that they will controt in the event of any conflict with the Purchase and Sale
Agreement signed regarding the Property described in the deed, and (3) agrees to the obligations imposed
on Grantee by the tenns of the deed.
EVANS AND ROSEDALE TEXAS, LLC,
a Wisconsin limited liability company
By: _
Name:
Title:
Page 22 of 54
45287847v.2 ] 69905/OOOOI
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This instrument was ACKNOWLEDGED before me on
,
,a
behalf of said
Notary Public - State of Texas
After Recordins� Return To:
Exhibit A— Description of the Property
Exhibit B — Permitted Exceptions
Exhibit C — Use Restrictions
Exhibit D— Right of First Refusal
Exhibit E— Right of Repurchase
2025 by
of
�_, on
Page 23 of 54
45287847v.2 169905/00001
EXHIBIT ��A" TO SPECIAL WARRANTY DEED
THE PROPERTY
ADDRESS
924 MISSOURI AVE
916 MISSOURI AVE
920 EVANS AVE
1000 EVANS AVE
920 MISSOURI AVE
904 MISSOURI AVE
917 SOUTH FWY
901 SOUTH FWY
810 MISSOURI AVE
928 MISSOURI AVE
900 EVANS AVE
924 EVANS AVE
928 EVANS AVE
1000 EVANS AVE
916 EVANS AVE
921 SOUTH FWY
708 E TERRELL AVE
710 E TERRELL AVE
900 MISSOURI AVE
901 SOUTH FWY
901 SOUTH FWY
915 MISSOURI AVE
912 EVANS AVE
759 E DASHWOOD ST
900 EVANS AVE
908 MISSOURI AVE
913 SOUTH FWY
925 SOUTH FWY
900 EVANS AVE
900 EVANS AVE
901 EVANS AVE
901 EVANS AVE
909 EVANS AVE
1009 EVANS AVE
1013 EVANS AVE
��GAL DESCRIPTIDN
SCHLATERS SUBDIVISION Block 1 Lot 7
5CHLATERS SUBDIVISION Block 1 Lot 5
EVANS SOUTH ADDITION Block 1 Lot 6
EVANS SOUTH ADDITION Block 3 Lots 1& 2
SCHLATERS SUBDIVISION Block 1 Lot 6
SCHLATERS SUBDIVISION Block 1 Lot 2
SCHLATERS SUBDIVISION Block 1 Lot 12
SCHLATERS SUBDIVISION Block 1 Lots 14 THRU 16
EVANS SOUTH ADDITION Block 3 Lot 12
SCHLATERS SUBDIVISION Block 1 Lot S
EVANS SOUTH ADDITION Block 1 Lot 1
EVANS SOUTH ADDITION Block 1 Lot 7
EVANS S�UTH ADDITION Block 1 Lot 8
EVANS SOUTH ADDITION Block 3 Lots 1& 2
EVANS SOUTH ADDITION Block 1 Lot 5
SCHLATERS SUBDNISION Block 1 Lot ll
SCHLATERS SUBDIVISION Block 1 Lot 1 W43' LOT 1
CHLATERS SUBDIVISION Block 1 Lot 1 W41'E82' LOT
SCHLATERS SUBDIVISION Block 1 Lot 1 E41' LOT 1
SCHLATERS SUBDNISION Block 1 Lots 14 THRU 16
SCHLATERS SUBDIVISION Block 1 Lots 14 THRU 16
EVANS SOUTH ADDITION Block 1 Lot 4 W 65'4 BLK 1
EVANS SOUTH ADDITION Block 1 E 86'LOT 4
SCHLATERS SUBDIVISION Block 1 Lot 9
EVANS SOUTH ADDITION Block 1 Lot 3 E 84'3 BLK 1
SCHLATERS SUBDIVISION Block 1 Lot 3
SCHLATERS SUBDIVISION Block 1 Lot 13
SCHLATERS SUBDNISION Block 1 Lot 10
EVANS SOUTH ADDITION Block 1 Lot 2
EVANS SOUTH ADDITION Block 1 Lot 3 W 67'3 BLK 1
MCANULTY & NESBITT SUBDIVISION
EVANS BLOCK 2, LOT 1
MCANULTY & NESBITT SUBDIVISION
EVANS BLOCK 2, LOT 2
MCANULTY & NESBITT SUBDIVISION
EVANS BLOCK 2 LOT 30
KRAUSE, A. SUBDIVISION
BLOCK 4 LOT 2E
KRAUSE, A. SUBDNISION
BLOCK 4. LOT 2F
Page 24 of 54
45287847v.2 ] 69905/00001
1005 EVANS AVE KRAUSE, A
SUBDIVISION BLOCK 4
LOT lE
Page 25 of 54
45287847v.2 ] 69905/00001
Page 26 of 54
45287847v.2 169905/00001
EXHISIT "B" TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS
This conveyance is made and accepted subject to the following Permitted Exceptions:
Page 27 of 54
45287847v.2]69905/00001
Page 28 of 54
45287847v.2 ] 69905/00001.
EXHIBIT "C" TO SPECIAL WARRANTY DEED
USE RESTRICTIONS
Grantor intends for the Property conveyed pursuant to the Special Warranty Deed to which tl�is
Exhibit "C" is attached and made a part (the "Deed"} ta be developed in accordance with the standards set
forth herein. Grantor hereby declares that the Praperty shall be, and the Property is hereby sold and
conveyed, subject to the covenants and restrictions set fortl� in this E�chibit "C" (the "Use Restrictions")
which shall run with the land and be binding on Grantee and all parties having or acquiring any right, title
or interest in the Property or any part thereof, and which shall inure to the benefit of Grantor, Grantee and
each owner of any portion of the Property.
1. For a period of thirty (30) years fram and after the date of the recording hereof, all
residential units on the Property shall average a ren#al rate of no more than sixty percent (60%)
of the Area Median Income ("AMI") with no more than ten (10) residential units at or below
thirty percent (30%) percent of the AMI.
2. Upon and after the expiration of the thirty-year period described above in
paragraph 1, at least ten percent (10%} of all residential units on the Property shall have a rental
rate of no more than eighty percent (80%} of the AMI and at least ten percent (10%) of the
remaining residential units on the Property shall have a rental rate of no more than sixty percent
(60%) of the AMI.
3. For a period of thirty (30) years fram and after the date of the recording hereof, all
frst-floor commercial units on along Evans Avenue shall be ancillary, area-appropriate
neighborhood commercial space ("Neighborhaod Commercial"). Neighborhood Commercial is
defined as commercial retail uses allowed in the Near Southside Code NST4R sections:
government, health care facilities (only care facility, hospital, health services facility including
doctor's office or medical clinics, and message therapy and spa), education, recreation,
entertainment & eating, office, retail sales & service (excluding convenience store and liquor or
package stores).
4. Upon and after the expiration of the thirty-year period described above in
paragraph 3, all first-floor commercial units on along Evans Avenue shall be ancillary, area-
appropriate Neighborhood Commercial space.
5. The following uses are prohibited an the Property:
a. junk yard, salvage yard or starage facility for abandoned vehicles or abandoned
vehicle parts;
b. the dumping and incineration of garbage or refuse of any nature other than as
approved in writing by Grantor, except this restriction does not prohibit the temporary storage of
trash and garbage while awaiting regular-interval off-site disposal thereof through governmental
trash pick-up or other similar such means;
Page 29 of 54
45287847v.2 169905/00001
c. the smelting of iron, tin, zinc or other ore unless specifically permitted in writing
by Grautor;
d. sanitary landfills;
e. any sexually-oriented business {as used in this E�chibit "C", "�exuall� -arientec�
business" means a coinmercial enterprise the primary business of which is the offering of a
service ar the selling, renting, or exhihiting of devices or any other items intended to provide
sexual stimulation or sexual gratificatian to the customer);
f. slaughterhouses or facilities for the rendering of animal substances or for the
skinning or tanning of animal hides;
g. prisons, jails or other detention or correctional facilities; and
parks.
h. residential trailer ar mabile homes, including, but not limited to, mobile home
6. All development activities, including, but not limited to, the design, construction,
installation or planting (as the case may be) of buildings, signage, ]andscaping, and other facilities and
improvements shall be undertaken and carried aut in strict compliance with any and all municipal, county
and other governmental rules, regulations, ordinances and other requirements that may be applicable to
the Property and development activities thereon.
7. No dangerous, noxious, offensive or nuisance activities (as determined in good faith by
Grantor) or any activities which violate any applicable laws shall be conducted or permitted to occur by
the owner of a site on its portion of the Property.
8. The owner of each portian of the Property shall have the duty and responsibility, at its
sole cost and expense, to keep its portion of the Praperty and buildings and improvements thereon in a
well-maintained, safe, clean, neat, orderly and attractive condition at all times. Such maintenance
includes, but is not limited to, the following: prompt removal of all litter, trash, refuse and wastes; lawn
mowing; tree and shrub care; watering; other landscaping maintenance; keeping exterior lighting and
mechanical facilities in working order; keeping lawn and garden areas, driveways and private roads in
good repair; keeping all signs in good repair; complying with all applicable government, health and police
requirements; repairing exterior damage to impravements and striping of parking areas and repainting of
improvements.
9. The owner of each portion of the Property shall comply with the terms of the Economic
Development Program Agreement and the Tax Increment Financing Development Agreement
(collectively as "Incentive A ryreements") executed by and between Grantor and Grantee. Any breach or
default under the Incentive Agreements shall canstitute a breach or default under these Use Restrictions.
10. Upon the request of Grantor, all parties with any right, title, or interest in the Properiy, or
any part thereof, shall provide documentatian, in a form reasonably acceptable to Grantor, of that party's
adherence to these Use Restrictions.
Page 30 of 54
45287847v.2 ] 69905/00001
11. Except as otherwise provided herein, these Use Restrictions shall be perpetual, but shall
terminate and shall be of no further force or effect 21 years ]ess one day after the death of the last survi.vor
of any of the descendants of his Majesty King Charles III living on the date of execution of the Deed.
12. These Use Restrictions shall be given full force and effect notwithstanding the existence
of any zoning ordinance or building codes that are less restrictive. The owner of any portion of the
Property at all times shall comply in every respect with these Use Restrictions and with any and all
applicable laws, ordinances, policies, rules, regulations and orders of all federal, state, county and
municipal governments or their agencies having jurisdictional control over the Property, specifically
including, but not limited to, applicable zoning restrictions placed upon the Property as they exist from
time to time. IN SOME INSTANCE5 APPLICABLE GOVERNMENTAL REQUIREMENTS
MAY BE MORE OR LESS RESTRICTIVE THAN THESE USE RESTRICTIONS. IN THE
EVENT A CONFLICT EXISTS BETWEEN ANY SUCH APPLICABLE GOVERNMENTAL
REQUIREMENT AND ANY REQUIREMENT OF THESE USE RESTRICTIONS, THE MOST
RESTRICTIVE REQUIREMENT SHALL PREVAIL. WHERE AN APPLICABLE
GOVERNMENTAL REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE
RESTRICTIONS BUT PERMITS ACTION THAT IS DIFFERENT FROM THAT REQUIRED
BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL PREVAIL. These Use
Restrictions shall be construed under and in accardance with the laws of the State of Texas. Invalidation
of any one or more of the provisions hereof, ar any portions thereof, by a judgment or court order shall
not affect any of the other provisions or covenants herein contained, which shall remain in full force and
effect.
13. Grantor and each owner of a portion of the Property shall have the right, but not the
obligation, to enforce these Use Restrictions. Enforcement may be made by any proceedings at law or in
equity against any person or entity violating or attempting to violate any part of these Use Restrictions
either to restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate
compensation for any breach or violation of any provision hereof, and the enforcing party shall be entitled
to relief by way of injunction as well as any other remedy either at law or in equity. The rights, powers
and remedies provided herein shall be cumulative and not restrictive of other remedies at law or in equity,
and the exercise of any particular right, power ar remedy shall not be deemed an election of remedies or
to preclude resort to other rights, powers ar remedies. No delay or failure to invoke any available right,
power or remedy in respect to a breach of these Use Restrictions shall be held to be a waiver of (or estop a
parly from asserting) any right, power or remedy available upon the recurrence or continuance of said
breach or the occurrence of a different breach. Na other person or entity besides Grantor (or its assignees
as provided in Section 11 below) or an owner of the Property or a portion thereof has a right to enforce
tbese Use Restrictions.
14. Any notice, demand or other communication required to be given or to be served upon
any party hereunder shall be void and of no effect unless given in accordance with the provisions of this
section. All notices, demands or other communications must be in writing and delivered to the person to
whom it is directed, either (i) in person or (ii) delivered by a reputable delivery service that provides a
delivery receipt. Any notice, demand or other communication shall be deemed to have been given and
received when delivered to the below stated address of the party to whom it is addressed. All notices,
demands and other communications shall be given to the parties hereto at the following addresses:
Grantor:
Page 31 of 54
45287847v.2 ] 69905/OOOOI
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attention: Martha Collins
Telephone: 817-3 92-2 610
Email: martha.collins@far�worthtexas.gov
With a copy to:
City Attorney's Office at the same address
Attention: Leslie Hunt
Telephone: 817-392-6259
Email: le slie.hunt@fortworthtexas.gov
Grantee:
Evans and Rosedale Texas, LLC
Any party entitled to receive notices hereunder may change the address for notice specified above by
giving the other party ten days' advance written notice of such change of address.
15. Except as otherwise expressly provided in this E�chibit "C", these Use Restrictions may
be amended or terminated only by written dacument, recorded in the Real Property Records of Tarrant
County, Texas, executed by (i) Grantor (or its successors or assigns) and (ii) all mortgagees who, at the
time involved, hold mortgages or deeds of trust an the real property of the fee owners who have approved
such action. Notwithstanding the foregoing sentence, Grantor, without the joinder of any other party,
shall have the right to make minar changes ar amendments to these Use Restrictions to correct or clarify
errors, omissions, mistakes or ambiguities contained herein by filing a written document recorded in the
Real Properiy Records of Tarrant County, Texas, setting forth the terms of such minor changes or
amendments.
16. Grantor may freely assign its rights hereunder to any owner of a portion of the Property;
provided, however, no party shall succeed to the rights of Grantor under these Use Restrictions unless
Grantor expressly and specifically assigns its rights as Grantor under these Use Restrictions in an
assignment executed expressly and specifically for such purpose and such assignment is recorded in the
Real Property Records of Tarrant County, Texas. Upon any such assignment, the assignor of the rights of
Grantor shall ha�e no further rights under these Use Restrictions. ln addition, at any time Grantor may
voluntarily terminate its rights in whole or in part under these Use Restrictions by filing notice of such
voluntary terinination in the Real Property Records of Tarrant County, Texas.
Page 32 of 54
45287847v.2 l 69905/OOOO l
EXHIBIT `�D" TO SPECIAL WARRANTY DEED
RIGHT QF FIRST REFUSAL
Grantor intends for the Property canveyed pursuant to the Special Warranty Deed to which this
Exhibit "D" is attached and made a part (the "Deed") to be subject to the covenants and restrictions set
attached to the Deed as Exhibit "C" (the "Use Restrictions") which shall run with the land and be binding
on Grantee and all parties having or acquiring any right, title or interest in the Property or any part
thereof, and which shall inure to the benefit af Grantor, Grantee and each owner of any portion of the
Property.
Subject to the terms and conditions set farth below, Grantor reserves, and Grantor shall have the
right and option, but not the obligation, to purchase the Property or portions thereof as described in this
Exhibit "D."
1. As used in this Exhibit "D." the term `offer' shall include, without limitation, any bona
fide option proposed to be granted by Grantee.
2. As used in this Exhibit "D." the term `sold,' `sell' or `sale' shall include a sale or a lease,
including all renewal options, or any other disposition of the Property or any portion thereof, or any
interest therein (any such sale, lease or other disposition shall be referred to as a`DiJ�osition'), for any
purpose inconsistent with the Use Restrictions.
3. As used in this Exilibit "D," the term `Affiliate' shall mean as to the Person (as
hereinafter defined) in question, any Persan that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with the Person in question. As
used in the immediately preceding sentence, `cantrol' means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, partnership interests, by contract ar otherwise.
4. As used in this Exhibit "D." the term `Person' shall mean any individual, corporation,
partnership, joint venture, association, joint stack company, trust, estate, unincorporated organization,
government agency or political subdivision thereof, or any other form of entity.
5. Subject to the terms and canditians set forth below, if Grantee at any time receives a bona
fide offer acceptable to Grantee to buy ar makes a bona fide offer acceptable to the offeree to sell all or
any portion of the Property or any interest therein (the Property, or such portion thereof, or such interest
therein, being hereinafter referred to as the `Offered Pro�ertG'), then Grantor shall have the one time right
and option, but not the obligation, to purchase (the term `purchase' shall include a purchase, lease or other
acyuisition, and the term `purchaser' shall include a purchaser, lessee or the party making such other
acquisition) the Offered Property (the `First Refusal Ri�ht') on the following terms and conditions:
5.1 If Grantee receives a bana fide offer acceptable to Grantee to buy or makes a
bona fide offer acceptable to the offeree to sell all or any portion of the Property, Graniee shall provide
Grantor with a written notice (the `Grantee's Notice') which shall (i) set forth the true identity of the
proposed purchaser (including the identity of the principals of the purchaser, if known to Grantee), (ii)
include a description of the Offered Property, {iii} include a description of all material terms of the
proposed Disposition (including, without limitation, the price, earnest money and closing date) and (iv)
Page 33 of 54
45287847v.2 ] 69905/00001
offer to consummate sucl� Disposition with Grantar upon the same terms and conditions as set forth in the
Grantee's Notice (except as provided otherwise in the provisions of Section 5.5 below). The Grantee's
Notice shall have attached to it a true, correct and complete copy of the contract of sale, lease, or other
agreement tl�at governs the rights and obligations of Grantee and the proposed purchaser with respect to
the proposed Disposition (the `Dis��osition Document'). Any time periods in the Grantee's Notice shal]
be deemed extended to allow Grantor the full thirty (30) day period following receipt of the Grantee's
Notice in which to decide whether to exercise Grantor's First Refusal Right.
5.2 During the thirry (30} day period following Grantor's actual receipt of the
Grantee's Notice (the `Response Period'), Grantor shall have the right, at its expense, to enter onto and
conduct tests and investigations on the Offered Praperty. Grantor shall be responsible far any damages or
injuri.es resulting from Grantor's entry onta the Offered Property and conducting such tests and
inspections. If Grantor does not elect to purchase the Offered Property by delivering written notice of
such election to Grantee within the Response Period, then Grantor's First Refusal Right shall terminate
and Grantee may effect a Disposition of the Offered Praperty to the proposed purchaser identified in the
Grantee's Notice. Such Disposition if made in accordance with this Exhibit "D" shall be made free and
clear of the First Refusal Right, and Grantar, at the request of Grantee, shall promptly execute, in
recordable form, a confirmation of the release of the First Refusal Right insofar as it pertains to the
Offered Property that is so conveyed.
5.3 lf the Offered Property sald to a third party after compliance with the terms of
this Section 5 is less than all of the Property, the First Refusa] Right shall remain in full force and effect
for all other portions of the Property.
5.4 If Grantor does not elect to accept Grantee's offer with respect to a Disposition in
accordance with the terms hereof, Grantor's First Refusal Right shall terminate and be of no further force
and effect with respect to the Offered Property.
5.5 If Grantor exercises the First Refusal Right by delivering written notice of such
exercise to Grantee within the Response Period, Grantor and Grantee shall enter into a transaction and
Grantee shall convey the Offered Property to Grantor far Thirty-Six Dollars and 00/100 ($36.00), or upon
such terms and conditions as the parties may agree.
5.7 Notwithstanding any pravision contained herein to the contrary, in the event: (i)
Grantor does not elect to accept Grantee's offer, (ii) Grantee sells the Offered Property pursuant to the
terms of this Exhibit "D." and (iii) Grantee retains a lien on the Offered Property and forecloses such lien,
the First Refusal Right shall be automatically reinstated, and Grantee shall not consummate any further
sale of the Offered Property without again complying with the terms of Section 5.
5.8 Notwithstanding any provision contained herein to the contrary, Grantee may
extinguish Grantor's First Refusal Right by paying to Grantor the greater of (i) the then current fair
market value of the Offered Property; or (ii} the fair market value of the Offered Property upon the
effective date of the Deed.
6. The First Refusal Right shall not apply to any mortgage of the Property or any portion
thereof to secure the repayment of borrowings by Grantee. A foreclosure sale by such lender shall not be
a sale to which the First Refusal Right shall be applicable, but the Property shall continue to be subject to
the First Refusal Right following such foreclosure sale, and any purchaser at such a foreclosure sale shall
Page 34 of 54
45287847v.2 ] 69905/00001
acquire the Property subject to the First Refusal Right. Grantar shall execute and deliver any instruments
reasonably requested by Grantee to evidence the agreements of Grantor pursuant to this Section 6. A
`foreclosure sale' as referenced in this Secti n shall include a nonjudicial or judicial foreclosure and a
conveyance in lieu of foreclosure.
7. The illegality, invalidity or unenforceability of any provision of this Exhibit "D" shall not
affect the legality, validity or enforceability af any other provision of this Exhibit "D."
8. Any notice, demand or other communication required to be given or to be served upon
any party hereunder shall be void and of no effect unless given in accordance with the provisions of this
section. All notices, demands or other communications must be in writing and delivered to the person to
whom it is directed, either (i) in person or (ii) delivered by a reputable delivery service that provides a
delivery receipt. Any notice, demand or other cotnmunication shall be deemed to ha�e been given and
received when delivered to the below stated address of the party to whom it is addressed. All notices,
demands and other communications shal! be given to the parties hereto at the following addresses:
Grantor:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attention: Martha Collins
Telephone: 817-392-2610
Email: martha.collins@fartworthtexas.gov
With a copy to:
City Attorney's Office at the same address
Attention: Leslie Hunt
Telephone: 817-3 92-625 9
Email : lesl ie.hunt@fortworthtexas.gov
Grantee:
Evans and Rosedale Texas, LLC
Any party entitled to receive notices hereunder may change the address for notice specified above by
giving the other party ten days' advance written notice of such change of address.
Page 35 of 54
45287847v.2]69905/00001
9. This E�►ibit "C" may not be amended except by written document signed by Grantor and
the then current owner of the Property, is binding on the parties hereto and their respective successors and
pennitted assigns AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
10. The prevailing party in any legal praceeding regarding this Exhibit "C" shall be entitled
to recover from the other party all reasonable attarneys' fees and costs incurred in connection with such
proceeding.
ll. This Exhibit "C" may noi be assigned withaut the written consent of the non-assigning
party; provided, that Grantor may assign its rights and abligations hereunder to a person or entity that is
owned by, owns or is under common ownership with Grantor, without the prior approval of Grantee.
This Exhibit "C" shall bind and run with the land af the Property but shall not be appurtenant to any other
property.
12. Unless earlier terminated as provided herein, the rights herein granted shall terminate and shall be
of no further force or effect 2l years less one day after the death of the last survivor of any of the
descendants of his Majesty King Charles IIl living on the date of execution of the Deed.
Page 36 of 54
45287847v.2 ] 69905/00001
EXHIBIT "E" TO SPECIAL WARRANTY DEED
RIGHT OF REPURCHASE
Grantor intends for the Property conveyed pursuant to the Special Warranty Deed to which this
Exhibit "E" is attached and made a part (the "Deed") to be developed in accordance with the standards set
forth in that certain Economic Development Program Agreement (the "Economic Develo�ment Pro�ram
A�reement"), as executed by and between Grantar and Grantee and which is incorporated herein by
reference for all purposes. Grantor hereby declares that the Property sha11 be, and the Property is hereby
sold and conveyed, subject to the covenants and restrictions set forth in this Exhibit `B" (the "Ri_ h� t of
Re urchase") which shall run with the land and be binding on Grantee and all parties having or acquiring
any right, title or interest in the Property or any part thereof, and which sha11 inure to the benefit of
Grantor, Grantee and each owner of any portion of the Property.
Subject to the terms and conditions set farth below, Grantor reserves, and Grantor shall have the
right and option, but not the obligation, to purchase the Property as described in this Exhibit "E."
1. If (a) Grantee fails to meet the performance requirements described in subsections
(a.) and (b.) or Section B. of the Economic Development Program Agreement, then any such
event shall be considered an Event of Defauit. Grantor may give written notice to Grantee of any
Event of Default, and, if such Event of Default is not cured within thirty (30) days of written
notice from Grantor, Grantee agrees that Grantar shail have the option to purchase the Property
from Grantee for Thirty-Six Dollars and 00/100 {$36.00) ("Re urchase Ri�ht"). The Repurchase
Right and interest is expressly reserved by Grantar from the conveyance set forth in the Deed.
Grantor shall have the right to exercise its Repurchase Right by delivering written notice to
Grantee at any time following the expiration af the thirty (30) day cure period described in this
paragraph and, within sixty (60) days of such written notice, Grantee will convey the Property to
Grantor for Thirty-Six Dollars and 00/100 ($36.04).
2. The Right of Repurchase shall nat apply to any mortgage of the Property or any portion
thereof to secure the repayment of borrowings by Grantee. A foreclosure sale by such ]ender shall not be
a sale to which the Right of Repurchase shall be applicable, but the Property shall continue to be subject
to the Right of Repurchase following such foreclosure sale, and any purchaser at such a foreclosure sale
shall acquire the Property subject to the Right of Repurchase. Grantor shall execute and deliver any
instruments reasonably requested by Grantee to evidence #he agreements of Grantor pursuant to this
Section 2. A`foreclosure sale' as referenced in this Section 6 shall include a nonjudicial or judicial
foreclosure and a conveyance in lieu of foreclosure.
3. The illegality, invalidity or unenforceabiliry of any provision of this Exhibit "E" shall not
affect the legality, validity or enforceability of any other provision of this Exhibit `B."
4. Any notice, demand or other cammunication required to be given or to be served upon
any party hereunder shall be void and of na effect unless given in accordance with the provisions of this
section. All notices, demarids or other communications must be in writing and delivered to the person to
whom it is directed, either (i) in person ar (ii} delivered by a reputable delivery service that provides a
delivery receipt. Any notice, demand or other communication shall be deemed to have been given and
Page 37 of 54
45287847v.2 169905/00001
received when delivered to the below stated address of the party to whom it is addressed. All notices,
demvids and other communications shall be given ta the parEies hereto at the following addresses:
Grantor:
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attention: Martha Collins
Telephone: 817-392-2610
Email: martha.collins@fortworthtexas.gov
With a copy to:
City Attorney's Office at the same address
Attention: Leslie Hunt
Telephone: 8l 7-392-6259
Emai l: les 1 ie. hunt@fortworthtexas.gov
Grantee:
Evans and Rosedale Texas, LLC
Any party entitled to receive notices hereunder may change the address for notice specified above by
giving the other party ten days' advance written notice of such change of address.
9. This Exhibit "E" tnay not be amended except by written document signed by Grantor and
the then current owner of the Property, is binding on the parties hereto and their respective successors and
permitted assigns AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
10. The prevailing party in any legal proceeding regarding this E�chibit "E" sha11 be entitled
to recover from the other party all reasonable attorneys' fees and costs incurred in connection with such
proceeding.
l l. This E�ibit "E" inay not be assigned without the written consent of the non-assigning
party; provided, that Grantor may assign its rights and obligations hereunder to a person or entity that is
owned by, owns or is under common ownership with Grantor, without the prior approval of
Grantee. This Exhibit "E" shall bind and run with the land of the Property but shall not be
appurtenant to any other property.
Page 38 of 54
45287847v.2 ] 69905/00001
12. Unless earlier terminated as pravided herein, the rights herein granted shall terminate and
shall be of no further force or effect 2l years less one day after the death of the ]ast survivor of any of the
descendants of his Majesty King Charles III living on the date of execution of the Deed.
Page 39 of 54
45287847v.2 169905/0000 ]
EXHIBIT "C"
FORM OF DEED OF TRUST TO SECURE PERFORMANCE
DEED OF TRUST Td SECURE PERFORMANCE
(With Security Agreement and Financing Statement)
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FQLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER
AND/OR YOUR DRIVER'S LICENSE NUMBER.
Date: Executed on the date set forth in the acknawiedgement herein, but to be effective the day of
, 2025.
Grantor: Evans and Rosedale Texas, LLC, a Wisconsin limited ]iability company
Grantor's Mailing Address (including county):
Trustee: Leslie L. Hunt, Denis McElray, or the City of Fort Worth, a home rule Municipal
Corporation of the State of Texas
Trustee's Mailing Address (including county):
100 Fort Worth Trail
Fort Worth, Tarrant County, Texas 76102
Bene�ciary: The City of Fort Worth, a home rule Municipal Corporation of the State of Texas
Bene�ciary's Mailing Address (including county):
100 Fort Worth Trail
Fort Worth, Tarrant Counry, Texas 76102
A. Obligations to be performed by Grantor which are secured hereby:
Grantor shall comply with the terms and conditions of the Economic Development
Program Agreement, as executed by and between Grantor and Beneficiary and which is
incorporated herein by reference far all purposes (hereinafter, the obligations performed by
Grantor described in this Paragraph wiil collectively be referred to herein as the "Obligations").
Page 40 of 54
45287847v.2 169905/OOOO l
B. Property (including any ifnpravements): A tract
described by metes and bounds in Exhibit "A" attached heret
purposes (the "Land")
together with the following:
of land being more particularly
o and made a part hereof for all
(i) all the buildings and other improvements now on or that may be placed hereafter on such
land during the existence of this lien;
(ii) all of Grantor's rights, title and interest in all materials, equipment, fixtures or other
property whatsoever now ar hereafter attached or affixed to or installed in, or used in
connection with the improvements now erected or hereafter to be erected on such land,
including, but not limited ta, all water, sewer, storm drainage and utility layouts, street
lights, street signs, transformers and underground electricity, utility lines and equipment
(whether owned individually or jointly with others), and all renewals or replacements of
or substitutions for any of the foregoing;
(iii) all of Grantor's right, title and interest in all easements and rights of way used now or at
any future time in connection with any of the foregoing property or as a means of ingress
to ar egress from such property or far providing utilities to such property;
(iv)
(v)
all of Grantor's right, title and interest in all interests of Grantor in and to any streets,
ways, alleys and/or strips af land adjoining such land or any part thereof; and
all rights, estates, powers and privileges appurtenant or incident to the foregoing.
The Land, together with the items listed in clauses {i) through (v) above, are collectively referred
to herein as the "Property."
C.
�
Prior Lien(s):
[Reserved]
Other Exceptions to Conveyance and Warranty:
This deed of trust is subject to the Permitted Encumbrances, but only to the extent such matters
actually exist, are effective and affect the Praperty.
Beneficiary has conveyed to Grantor the Property as evidenced by a Deed without Warranty of
even date herewith. In consideration of the transfer af the Property, Grantor hereby assumes and confirms
its obligations to perform the Obligations under the Contract, and Grantor further covenants and agrees to
defend, indeinnify and hold harmless Beneficiary from any claims arising from the performance of the
Obligations to be perfonned by Grantor.
E. Benefciary's Rights
1. Beneficiary may appoint i�t writing a substitute or successor trustee, succeeding to all
rights and responsibilities of Trustee (the Trustee herein named and any substitutes or successors are
referred to herein far convenience as the "Trustee").
Page 41 of 54
45287847v.2 ] 69905/00001
2. If Grantor fails to perfonn any of Gran#or's Obligations, Beneficiary may perform all or
any portion of those Obligations, advance funds required and then be reimbursed by Grantor on demand
for any sums so advanced, including attorney's fees, plus interest on those sums from the dates of
payment at the highest legal rate [or, if ihere is no highest legal rate applicable to such sums and
indebtedness, then at the rate of eighteen percent (18%) per annum]. The sum to be reimbursed shall be
secured by this deed of trust to secure performance.
3. Beneficiary may file a sworn natice of such advancement in the office of the counry clerk
where the Property is located. The notice shall detail the dates, amounts and purposes of the sums
advanced and the legal description of the Property.
4. If Grantor fails on demand ta reimburse Beneficiary for the sums advanced, or Grantor
shall fai] or refuse to observe and perform any cavenant or obligation under this deed of trust to secure
performance, or Grantor shall otherwise default in the performance of its Obligations under and pursuant
to the Contract, Beneficiary may:
a. request Trustee to foreclose this lien, in which case Beneficiary or Beneficiary's agent
shall give notice of the foreclosure sale as provided by the Texas Property Code, as then amended; and
b. purchase the Property at any fareclosure sale by offering the highest bid and then have
the bid credited to the reimbursement of Beneficiary for sums advanced by Beneficiary and if, on any
purchase of the Property at such foreclosure sale by Beneficiary as aforesaid, there shall remain unpaid
any sums or indebtedness, or there shall remain unsatisfied any Obligations, the payment or performance
of which are to be made or discharged by Grantar, and for which Beneficiary has been indemnified by
Grantor hereunder, then in such event, Beneficiary, at its sole and absolute discretion, may elect to:
(1) retain and hold any balance of the bid and apply the same from time to time
toward payment of the costs of performing the Obligations which are to be performed by Grantor, and for
which Beneficiary has been indemnified by Grantor hereunder, in such order and in such manner as
Beneficiary, in Beneficiary's sole discretion, may elect, and Grantor hereby assigns to Beneficiary any
such balance of the bid, but Beneficiary shall accaunt to Grantor for any surplus remaining at such time as
all such Obligations for which Grantor is responsible have been fully satisfied and discharged; and/or
(2) apply any such balance of the bid as a credit toward the then outstanding balance,
if any, of those Obligations involving the payment of money, in such manner as Beneficiary, in
Beneficiary's sole discretion, may elect, and Grantor hereby consents to the application of any such
balance of the bid as a credit on the then outstanding balance of those Obligations involving the payment
of money, but Beneficiary shall account to Grantor for any surplus remaining.
F. Trustee's Duties
If requested by Beneficiary to foreclase this lien, Trustee shall:
1. either personally or by agent give notice of the foreclosure sale as required by the Texas
Property Code, as then amended;
Page 42 of 54
45287847v.2169905/00001
2. sell and convey all or part of the Property to the highest bidder for cash with a general
warranty binding Grantor, subject to prior liens, if any, and to other exceptions to conveyance and
warranty; provided, however, if so requested by Beneficiary, Trustee shall conduct any foreclosure sale
hereunder subject to tl�e requirement that the successful bidder at any such sale execute and deliver to and
for the benefit of Beneiiciary such instruments and documents as Beneficiary may reasonably require, all
in recordable farm, in order to evidence the continued validity, subsistence and enforceability of this deed
of trust to secwe performance following any such foreclosure sale for so long as any of the Obligations to
be performed by Grantor herein remain to be satisfied and discharged; and
from the proceeds of the sale, pay, in this order:
a. first, to the payment af expenses of foreclosure, including, without limitation, a
reasonable commission to Trustee;
b. second, to Beneficiary, the full amount advanced, attorney's fees and other sums
and charges secured hereby and/or due and unpaid;
c. third, if, on any foreclosure of the Property as aforesaid, there shall remain
unpaid any sums or indebtedness, or there shall remain unsatisfied any Obligations, the payment or
performance of which are to be made ar discharged by Grantor, and for which Beneficiary has been
indemnified by Grantar hereunder, then in such event, Beneficiary may, in its sole and absolute
discretion, elect to:
(1) retain and hold any balance of the bid and apply the same from time to
time toward payment of the costs of performing the QbIigations which are to be performed by Grantor,
and for which Beneficiary has been indemnified by Grantor hereunder, in such order and in such manner
as Beneficiary, in Beneficiary's sole discretion, may elect, and Grantor hereby assigns to Beneficiary any
such balance of the bid, but Beneficiary shall accaunt to Grantor for any surplus remaining at such tiine as
all such Obligations far which Grantor is responsible have been fully satisfied and discharged; and/or
(2) apply any such balance of the bid as a credit toward the then outstanding
balance, if any, of those Obligations involving the payment of money, in such manner as Beneficiary, in
Beneficiary's sole discretion, may elect, and Grantor hereby consents to the application of any such
balance of the bid as a credit on the then outstanding halance of those Obligations involving the payment
of money, but Beneiiciary shall account to Grantor for any surplus remaining;
fourth, any amounts required by law to be paid before payment to Grantor; and
e. fifth, to Grantor, any balance.
G. General Provisions
1. lf any of the Property is sold under this deed of trust to secure performance, Grantor shall
immediately surrender possession to the purchaser. If Grantor fails to do so, Grantor shall become a
tenant at sufferance to the purchaser, subject to an action for forcible detainer.
Recitals in any Trustee's deed conveying the Property will be presumed to be true.
Page 43 of 54
45287847v.2 169905/00001
3. Proceeding under this deed of trust to secure performance, filing suit for foreclosure or
pursuing any other remedy will not constitute an election of remedies.
4. This lien shall be superior ta Iiens later created even if Beneficiary has made no
advancements when later liens are created.
5. lf any portion of the advancement, sums and other indebtedness referred to herein cannot
be lawfully secured by this deed of trust to secure performance, payments shall be applied first to
discharge that portion.
6. Beneficiary may request that the Trustee sell less than the whole of the Property to
enforce Grantor's performance of the Obligations, and in such event the sale or sales by Trustee of less
than the whole of the Property shall not exhaust the power of sale herein granted, and the Trustee is
specifically empowered to make a successive sale ar sales under such power until the whole of the
Property shall be sold and this deed of trust ta secure performance and the lien, security interest and
assignment hereof shall remain in full force and effect as to the unsold portion of the Property just as
though no sale or sales have been made; pravided, however, that Grantor shall never have any right to
require the sale or sales of less than the whole af the Property, but Beneficiary shall have the right, at its
sole election, to request Trustee to sell less than the whole of the Property.
7. No sale under this deed of trust to secure performance shall extinguish the lien created by
this instrument, it being expressly understoad and agreed that any foreclosure sale and deed hereunder
shall be made subject to the then unsatisfied partion of the Obligations and the lien or liens securing
same; and it is agreed that any such foreclosure sale and conveyance shall not in any manner affect any
indebtedness which may thereafter become due and owing to Beneficiary under the covenants and
provisions of this deed of trust to secure perfarmance, it being expressly understood and agreed that this
deed of trust to secure perfortnance and a[I rights of Beneficiary hereunder shall be and remain in full
force and effect so long as the Obligations for which Grantor is responsible hereunder, or any part thereof,
remain to be satisfied and discharged.
8. The lien created by this instrument securing the performance by Grantor of the
Obligations shall be and remain secondary and inferior to any lien (but only as specifically defined in this
deed of trust). With respect to the Loan Documents, Crrantor hereby agrees as follows:
a. Any default under the terms of the Loan Documents shall constitute a default
under the tenns of this deed of trust to secure performance; further, Grantor hereby agrees that
Bene�iciary, at its sole option, may cure any such default under the Loan Documents, and that if
Beneficiary does such, it may still enforce its remedies under this deed of trust to secure
perfarmance;
b. Grantor hereby authorizes Beneficiary to inquire of the holder of the lien at any
time as to the outstanding principat baiance thereof and accrued interest thereon and as to whether
any default exists thereunder, and said holder is hereby authorized by Grantor to furnish such
information to Beneficiary;
c. If for any reason the indebtedness evidenced by the Loan Documents is
accelerated, or the collateral covered thereby or any part thereof is sold or attempted to be sold,
whether by power of sa1e, judicial action or otherwise, or any other remedial action or
Page 44 of 54
45287847v.2 169905/00001
proceedings are taken or instituted with respect to Grantor a»d/or the collatera] covered by the
Loan Documents or any part thereof, Grantor will indemnify and hold Beneficiary harmless from
and against any loss, cost or expense incurred by Beneficiary, including, without limitation,
reasonable attorneys' fees (1) in contesting ar participating in any such action taken or instituted
or in restating the Loan Documents or (2) incurred by Beneficiary on account of the acceleration
of the indebtedness secured by this tien, the sale of any of the collatera] covered thereby, and any
and a11 such loss, cost or expense shall be secured by this deed of trust to secure performance; and
d. Grantor hereby agrees that it wi31, immediately upon the receipt thereof, forward
to Beneficiary copies of any and all correspondence received from the holder of any other lien on
the Property or from any other party relative to the Loan Documents at the address stated herein,
and in the event Beneiiciary receives demand for payment thereof or of a foreclosure or other
enforcement action under any other lien on the Property or any other instrument or document on
the Property, Grantor will immediately send a copy of that demand or notice to Beneficiary and
Trustee at the addresses stated herein via Federal Express or some other delivery or mail service
which will deliver the same within twenty-faur {24) hours.
9. When the context requires, singular nouns and pronouns include the plural, and vice
versa; the masculine gender shall include the neuter and the feminine, and vice versa.
l0. This deed of trust to secure performance shall bind, inure to the benefit of and be
exercised by the successors in interest and assigns of all parties.
l 1. This deed of trust to secure perfarmance shall be a security agreement between Gra�ltor,
as the debtor, and Beneficiary, as the secured party, covering all equipment, fixtures, furnishings,
inventory and other articles of personal property naw or hereafter attached to or used in or about the
Property or that are necessary or useful for the complete and comfortable use and occupancy of the
improvements thereon for the purposes for which they were or are to be attached, placed, erected,
constructed or developed, or which are or may be used in or related to the planning, development,
financing, construction or operation of any impravements on the Property, and all renewals of or
replacements or substitutions for any of the foregoing, whether or not the same are or shall be attached or
affixed to the Property, or any portion thereof. In addi#ion to Beneficiary's other rights hereunder,
Beneficiary shall ha�e all rights of a secured party under the Texas Business and Commerce Code (the
"Code"). Grantor shall execute and deliver to Beneficiary all financing statements that may be required
by Beneficiary to establish and maintain the validity and priority of Beneficiary's security interest, and
Grantar shall bear all costs thereof, including all Code searches reasonably required by Beneiiciary. If
Beneficiary should dispose of any of such items of personal property pursuant to the Code, ten (] 0) days'
written notice by Beneficiary to Grantor shall be deemed to be reasonable notice; provided, however,
Beneficiary may dispose of such property in accordance with #he foreclosure procedures of this deed of
trust to secure performance in lieu of proceeding under the Code. Grantor shall give advance notice in
writing to Beneficiary of any proposed change in Grantor's name, identity or structure, and shall execute
and deliver to Beneficiary, prior to or concurrently with, the occurrence of any such change, all additional
financing statements that Beneficiary may require to establish and maintain the validity and priority of
Beneficiary's securiry interest with respect to any af the property described or referred to herein. Some of
the items of the personal property described herein are goods that are or are to become fixtures related to
the real property, and it is intended that, as to those gaods, this deed of trust to secure performance shall
be effective as a financing statement filed as a fixture filing from the date of its filing for record in the real
estate records of the county in which the Property is situated. Information concerning the security interest
Page 45 of 54
45287847v.2169905/00001
created by this instrument may be obtained from Beneficiary, as secured party, at the address of
Beneficiary stated above. The mailing address af the Grantor, as debtor, is as stated above.
12. All notices permitted or required to be given hereunder or given in regard to this deed of
trust to secure performance by one party to the other shall be in writing and the same shall be given and
be deemed to ha�e been served and given (a) if hand delivered, when delivered in person to the address
set forth hereinabove for the party to whom natice is given, ar(b) if mailed, when placed in the United
States mail, postage prepaid, by certified mail, return receipt requested, addressed to the party at the
address hereinabove specified. Any party may change its address for notices by written notice theretofore
given in accordance with this paragraph.
13. lf the interest of Beneficiary in the property covered hereby, or any part thereof, shall be
endangered ar shall be attacked, directly or indirectly, Gran#or hereby authorizes Beneficiary, at Grantor's
expense, to take all necessary and proper steps for the defense of such interest, including, without
limitation, the employment of counsel, the prasecution or defense of litigation and the compromise or
discharge of claims made against such interest. All costs and expense incurred by Beneficiary in
furtherance of the defense of Beneficiary's interest hereunder shall be secured by this deed of trust to
secure performance.
14. Grantor shall keep every part of the praperty covered hereby, including all improvements,
in good operating order, repair and condition and sha11 not commit or permit any waste thereof. Grantor
shall make promptly all repairs, renewals and replacements necessary to such end. Grantor shall
discharge all claiins for labor performed and material furnished therefor, and sha11 not suffer any lien of
mechanics or materialmen to attach to any part of the Property. Grantor will comply with the
requirements of all governmental authorities exercising jurisdiction over the Property, or any portion
thereof.
15. If all or any part of the Praperty or any interest therein is sold or transferred without the
prior written consent of Beneficiary, such shall constitute a default under this deed of trust to secure
performance and Beneficiary shall be entitled to exercise any and all rights and remedies afforded it
hereunder.
] 6. Any forbearance by Beneficiary in exercising any right or remedy hereunder shall not be
a waiver of ar preclude the exercise of any right or remedy. No waiver of any default on the part of
Grantor or breach of any of the provisions of this deed of trust to secure performance or of any other
instrument executed in connection with the perfortnance by Grantor of the Obligations referred to herein
shall be considered a waiver of any ather subsequent default or breach, and no delay or omiss.ion in
exercising or enforcing the rights and powers herein granted shall be construed as a waiver of such rights
and powers, and likewise no exercise or enfarcement of any rights or powers hereunder shall be held to
exhaust such rights and powers, and every such right and power may be exercised from time to time.
Beneiiciary, in addition to the other rights and remedies afforded it hereunder or at law or in equity, is
specifically given the right to seek specific perfarmance of Grantor's Obligations secured hereby.
l7. Grantor, upon the request of Beneficiary, shall execute, acknowledge, deliver and record
such further instruments and do such further acts and deeds as may be necessary, desirable or proper to
carry out the purposes hereof and to subject to the liens and security interests created hereby any property
intended by the terms hereof to be covered hereby, including specifically, but without limitation, any
Page 46 of 54
45287847v.2 169905/00001
renewals, additions, substitutions, replacements, improvements or appurtenances to the properly covered
hereby.
] 8. Grantor shall cause this deed of trust to secure performance and all amendments,
supplements and extensions thereto and substitutions therefor to be recorded, filed, rerecorded and refiled
in such manner and in such places as Beneficiary shall reasonably request, and, in connection therewith,
Grantor sha11 pay all such recarding, filing, rerecording and refiling fees, title insurance premiums, and
other charges.
19. Grantor shall promptly pay when due al] obligations regarding the ownership and
operation of the property covered hereby, except any such obligations which are being diligently
contested in good faith by appropriate proceedings and as to which Grantor, if requested by Benefciary,
shall have furnished to Beneficiary security satisfactory to Beneficiary.
20. Other than the liens described herein, Grantor shall not, without the prior written consent
of Beneficiary, grant any lien, security interest or ather encumbrance covering all or any portion of the
Property covered hereby, regardless of whether any such lien, security interest or other encumbrance shall
be subordinate to the lien of this deed of trust ta secure performance.
21. To the extent that any sums secured hereby are used to pay any outstanding lien, charge
or encumbrance affecting the Property, ar portion thereof, such proceeds will be deemed to have been
advanced by Beneficiary at Grantor's request, and Beneficiary shall be subrogated to all rights, interests
and liens owned or held by any owner or holder of such ou#standing liens, charges and encumbrances,
irrespective of whether such liens, charges or encumbrances are released of recard.
22. If any provision of this deed of trust to secure performance is held to be illegal, invalid or
unenforceable under present or future laws effective while this deed of trust to secure perfarmance is in
effect, the legality, validity and enforceability of the remaining provisions hereof shall not be affected
thereby, and in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically
as a part of this deed of trust to secure performance a provision that is legal, valid and enforceable and is
as similar in terms to such illegal, invalid or unenforceable provision as may be possible.
23. Time is of the essence of this deed of trust to secure performance and in the performance
by Grantor of its Obligations secured hereby.
24. The parties hereto each acknawledge that they and, if they so choose, their respective
counsel have reviewed and revised this deed af trust to secure performance and that the narmal rule of
construction that any ambiguities are to be resolved and construed against the drafting party shall not be
employed in the interpretation of this deed of trust ta secure performance.
25. Grantor has all requisite power and authority to own and operate this Property and to
enter into this deed of trust to secure performance and to carry out the terms hereof.
26. The person executing this deed af trusi to secure performance on behalf of Grantor, by
his or her execution hereof, represents and warrants that he or she is fully authorized to do so, and that no
further action or consent on the part of the party for whom they are acting is required to the effectiveness
and enforceability of this deed of trust to secure performance against such party following such execution.
Page 47 of 54
45287847v.2 ] 69905/OOOOI
27. ln accordance with the provisions of Section 26.02 of the Code, Beneficiary makes the
following disclosure to Grantor:
"THIS DEED OF TRUST TO SECURE PERFORMANCE REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PR10R. CONTEMPORANEOUS OR S 1BSEaUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES."
[SIGNATURE PAGE FOLLOWS]
Page 48 of 54
45287847v.2169905/00001
EXECUTED as of the date first above written.
GRANTOR:
Evans and Rosedale Texas, LLC
Name:
Title:
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of , 2025, by
, the of on behalf of said
Notary Public, State of Texas
Printed Name of Notary
My Commission Expires:
Page 49 of 54
45287847v.2 169905/0000 ]
EXHIBIT "A" TO DEED OF TRUST TO SECLJRE PERFORMANCE
PROPERTY DESCRIPTION
[to be attached]
Page 50 of 54
45287847v.2 169905/00001
ExxiBiT �=D„
M&c Zs-�a2i
Clty of Fort Wonh, Texas
Mayor and Council Communication
DATE; 05/13/25 M8C FlLE NUMBER: M&C 2�-0421
LOG NAME: 17EVANS&ROSEDALE EDPA AND ACCEPTANCE ANQ SALE OF LOTS
SUBJECT
(CD 8) Authorize (i) the Execution of Purchase and Sate Agreements for the Purchase of 30 Lots from the Fort Worth Housing Finance
Corporation and 5 Lots from the Fort Worth Local Development Cerpomlion; {ii} the Execution of a Purchase and Sale Agreement for the Sale of
36 Lots to Royal Capital, LLC, andlor Related A(frtiates (All Lots Located in tl�e Evans and Rosedale Urban Village); and (iii) the Execution of an
Economic Development Program Agreement with Royal Capital, LLG, andlor Refated Affiliates for the Development of the Evans and Rosedale
Urban �Ilage as a Mixed-Use Urban Development
RECOMMENDATION:
R is recommended that tt�e City Council:
1. Authorize the Execution of Purchase and Sale Agreements for the purchase by the Ciiy of 30 lots from ihe Fort Worth Housing Finance
Corporation for the fair market value of $3,595,977.00 and 5 b#s from the Fort Worth Local Development Corporation for ihe fair market
value of $537,076.00 (Ail lots located in the Evans and Rosedafe Urban Yllage).
2. Authorize the Execution af a Purchase and Sale Agreement sale by the City of 36 lots to Royal Capital, LLC, andlor related affiliates for
$36.00 (All lots located in the Evans and Rosedale Urban Vilage}.
3. Authorize the Execution aF an Economic Development Program Agreement by the Cityr witli Royal Capital, LLC, and/or related affiliates for
the development of the Evans and Rosedale Urban �Ilage mixed-use urban deveiopment.
DISCUSSION:
Royal Capihal, LLC and/or related affiliates (Devetoper) intend ta develop certain properties owned by the City of Fort Worth, Fori Worth Housing
Finance Corporatian, and Fort Worth Local �evelopmerit Corporation located in the Evans and RoserJale Urban �Ilage (Project Ske) as a mixed-
use urban development The development will include commercial, retail, and residential un"ds, as well as parking and enhancements to public
spaces (Development) in retum for eoonomic development inoenfives.
In order to facilitate the Devdopment, the City wifl purchase 30 lots fram the Fort Worth Housing Financ� CorporaGon for the fair market value of
$3,595,977.00 and five (5) lols irom the Fort Worth Local Development Carporation for ihe fair marlcet vatue of $537,076.00. The City will cover all
the closir�q oosts for these purchases. The funds for these purchases were appropriated on October 29, 2024, by M8C 24-0936, and were
transferred to the General Capilal Projects Fund for the Evans-Rosedale projed {Ciiy Project No. 1 D5570). The City will tlien sell these lots along
with a single lot owned by the City of FoR Worth wiTh the fair marlcet value of $112,500.00 tn Developer for $1.00 per lot for a total of $36.00 and a
total invesfinent of $4,245,553.00 to help meet the gap in the projecf financing. All {ots are sold as-is with the payment of all closing costs and
related fees 6y the Developer. There will be a Oeed of Trust on these {ots #o secure performance as desuibed below.
The City also propo�es to enter into an Eoonomic Devebpment Program Agreement (EDPA) wifh the Developer to provide up to 20 annual
Chapter 380 grants equal to up to 80% oi the tncremental tncrease from the City's ad-valwem taxes on the real and business persanal property at
the Projed S'ite and one-time PaChways to Removing Obsfacfes to Housing Grant in the amount of $2,500,OOD.00 (Grant). The combined
aggregate value of all EDPA grarrts will be capped at a gross amount of $8,Sfl0,000_00 (Program Cap). Requiremenis for payment of the incerrtive
are as described balow.
Develmer Cpp�mjLpp,p�;
Development Investment and Construction Commitments:
Developer must invest at least $81 million in total development costs, exdusive of land acquisition costs, in the Project S'de no later than
twenty-four (24) morrths fi+om the Agreement execution date {Comptetion Deadfine) wiTh construction commencing on any part of the Projeat
no later than fourteen (14) morrths from the Agreement exewtion dake. Oi that, a minimum of $48 million shall be Hard Construction
Costs. The development indudes a minimum of.
7. 1 i0 residential rental units (with the goal of 181 uniisj, comprising ofi
1. Live/work unit(s), stacked flats, multi-family unifs, senior housing;
2. M average rental rete of BO°6, Area Median Income {AMI} for the total units, no more ihan 10 units at or below 30% AMI;
3. My 30% AMI units will be located in the senior housing to promate aging in place or rehoming of senior residents from the
neighborhood.
2. 15,700 square feet of retail and/or office space:
1_ 3,000 square feet of tlie retail space will be marketed ta an urban grocer or set aside for an urban market coneepl that indudes
essential fresh foods for a minimum af one year_
2. All portions of the retail andlor office space that are intended 4o be occupied must have a temporary or final Certificate of
Occupancy hy no later than the oompletion deadline.
Page 51 of 54
45287847v.2 169905/00001
3. 7,200 square feet of the retall space wll be reserved for lacaf commerGai tenants. If the developer does not meet the local tenant
requirement, they can seek approval from the CiLy for a regionat tenant or tenant that meets a neighborfiood need aRemative,
otherwise the developer agrees that the 380 grant for the project shafl be reduced by 5°� without this prior approval or
demonstration to the cily's satisfacdon that a locaf tercant was sufficiently sought.
3. 283 parking spaces to assist wi� traffic control. The parking spaces may consist solely of, or any oombina6on of, parking garage(s),
on-street parking, or surface parking. On street pariting must 6e direcily adjacent to a l01 in control by the Developer and count towards
no more than 54 of the 283 space total.
4. Public space enhancements to indude streetsqpe landscaping, trees, linear walkways, parics, and other public spaces.
5. Use of Business Equity Firtns (BEF): Developer voluntarity commits to expend or cause to be expended at least 15°k of all
construction costs (Hard and Soft) for the ProjecE with BEFs as defined in Chapter 20, Article X of the Cih+ Code. If the developer does
not meet the 15% BEF construction requirement, devetoper agrees fhaf the 380 grant for the project shall be reduced by 10%. The
Developer will, in best faith effort, seek to exceed this gaal; and
6. Cause to employ 30 full-time (FT) local employees during oonstruction wNfi best faifh efforts to hire from the neighbofiood. ff the
developer does not meet the 30 FT local employee requirement, devetoper agrees that the 380 grarrt for the project shall be reduced
by 5%.
Developer will aoquire and purchase 38 (ooflectively referred to as "Ci[y Lois") for $1.OD per lot. Closing on and transfer of the Cily Lots will
be on a date fhat is on or before hvelve (12) monlfis from the execution of a purchase and sale agreement.
1. A Deed of Trust to Secure Performance (DTSP) of the EDPA on the entire Project 5ite includes, but is not limiled to, the following:
1. Construction starts within 14 monbhs of the execu6on of the agreemenls, uniess and except for so long as Developer is
prevented, delayed or hindered by a force majeure everrt;
2. Project completion no later than 24 mon�s after project cemmeneement (Completion Deadline) unless and except for so long as
Developer is prevented, delayed or hindered by a Force Majeure Event;
3. In the event that Developer fails to meet the pertormance requiremeMs set forth in subsections (b.1.1.) and (b.1.2.) above or the
Development Investrnent and Construction Commitments seflorUi in section (a.) above, the City may exercise i� remedies set
forth in fhe DTSP;
4. DTSP will be subordinafe to constructioNpertnanerrt frnancing for ihe Development, subject to the terms and conditions of an
interoreditor/subordination agreement agreed to by City; and
5. Commenoe on the date of closing on the Properly and will teimirrate upon satisfaction of the perFortnance obligadons of the
Developer set forth in 1he EDPA, which shall 6e etidenced by receipt of certificate of occupancy for the Development Upon
termination, the Cityr shall record a release of the QTSP.
2. Affordable housir►g use reshictions will be applicable to all properties used for residential purposes to maintain the public purpose of
ihe Development of providing low-income to moderate-income housing on the properly. In particular, such restrictions shall apply on
ihe City Lots on which residential rental improvements are inNially being constructed, which improvemeMs are currenUy anticipated to
constitute approximately 181 total hausing unifs, but not less than t74 unils, including a mix of senfor units, family un'ds, stacked flats,
and livelwork units, with such unils subjed to afForda6iiiiy requirements outlfned in section (a.) above. The foregoing unit count and mix
shall be subject to Developers underwriGng as reasonably acceptable ta the Cily, as we11 as any requirements imposed by Sections
42 and 142 of Uie Intemal Revenue Code of 1986, as amended (the Code} and applicable law. Such restrictions shall include, but not
limited to, the following terms:
1. For a period of 30 years, all residential units shall average at a lease rate for individuals or families whose incomes do not
exoeed an average of 60% of fhe area median gross income (AMI) (induding adjustrner�ts for family size) with no more than 10
total units set aside at 30°� AMI and wifh all 30% AM! unitswill be located in the senior housing building.
2. Afler the affordabilily period defined in the immediatety preceding paragrapfi, the following perpetual restrictions shall
apply: ensuring that at least 10% of residential un'sts on any City Lo� are ai%rdable at SD% AMI or less, Uiat 10% of residential
units on any City Lots are affordable at BO% AMi or less, and ihat any commeraal use on Evans Ave shall be neighborhood
serving commeroial on the ground floor (cflnsisfent with deed restrictions).
3. Neighbofiood cammercial use restrictions on all praperties used for commercial purposes to maintain the pu6lic purpose of
providing area-appropriate neighborhood commeraa[ uses for the 6enefit aF area residents. Such restrictions shall include, but
not limited ta, the following tertns:
1. Afl commercial uses on Evans Ave shall be neighborfiood serving commercial on ground floor {cansistent with deed
restrictions) for 30 years.
4. In the event that Devetoper fails to meet the perfortnanoe requiremer� set forth in subsections (b.i.i.) and (b.1.2.) above or the
Development Investment and ConsVuction Com�rntments set farih in section (a.) above, City shall have fhe rigM bo repurdiase all
City Lots for the acquisition prioe ($36.00).
5. Cily shall have a right of first refwal to repurchase the City Lots #or the price paid by Developer (totaling $38.D0 for 36 lots) in the
event �evetoper seeks to sell any for any other proposed use inconsisteM with the restrictions above, provided, however, that
before City may exerase such right Developer may eactinguisfi sacf� right of first refusal hy paying Cily the higher of the fair market
value of such lots (i) at the time of the PSA ($4,245,553.Od) or {ii) at ihe time of attempted conveyance to a third pariy.
Other Developer Non-Construction Commitments:
Demonstrates the financial capaaty and commitrnents to complete the project on or prior to 30 days before Gosing on any land transactions.
Following completion of construction, Developer will use best faith eHorts to employ or cause to be employed Fort Worth residerds with a
particular emphasis on individuals and local corrtactms from the naigh6orhood area.
Mainfain the same uses and purposes for which the tand is heing conveyed into the future, including maintaining a minimum of 20%
affordability on the lots that will be residential with 10% as 80% AMl or less and 1U% as 6096 AMI or less on the lots and activadng the Evans
Ave. commercial oorridor with neighborhood serving commercial uses on the ground floor.
The Developer shali conGnue fn engage with the pu6lic after the full execuSon of ihe tem� sheet by developer and the City. This engagement
shall include office hours held no less than once/month, monifily engagement w�th the neighborhood association committee, provide the Cily
with any updates for the City's website and update the EvansandRosedale.com wehpage no less than quarteriy, and hold an at-large
community meeting with tlie community prior to conslruction 6eginning and closing on the land and at least once per year beginning at
Page 52 of 54
45287847v.2 169905/00001
closing through the Cerbficate of Completion.
Developer will make best faith effort to be responsive to and specifically informed by historic and cultural context in designing the buildings
and public spaces. This includes, but is not limited to, uHlizinq names from the neighborhood's history tor buildings and spaces, considering
Uie historic materials and architecture in developing and implementing current designs, and seeking to restore previous histaric commercial
uses along the street.
Developer, using the best available means possible, will pursue a grocery or market conoept or option.
Developer, in a 6est faith effart, will pursue bcal, and regionaf, if necessary, tenants for the commeraal corridor.
Developer, in a best faith effort, will pursue, define, and execute a strategy far securily.
The Developer will pursue a waiver of certain permit and impact fees relateci �o the Development through the Neighborhood Empowerment
Zone application process prior t� submitting for building permit.
Developer will make best efforts to acquire the property located at 9d4 W Dashwaod St and 912 Missouri Ave, Fort Worth, TX 76104 fram
the private property owner with a canclusion of such efforts prior to the city land conveyance.
Developer shall participate in the park design and development pracess, with a wiBingness to provide necessary engineering documentation
io help facilitate a feasible development.
1. Develaper shall build and maintain the stormwater facilities undemealh ifie land that will subsequenty be iransferred from the Housing
Finance Corporation to the City as a park. Developer shall {i} enter iMe a stormwater facilities maintenance agreement with the Ciiy
refleding its ongoing obligation to maintain such facilities and {ii) accept conveyance of a dwainage facility easement irom fhe Housing
Finance Corporation to facilitate Developer's abilily to undertake sudi maintenance. Developer adcnowledges and agrees that
construction of stormwater and ofher irtfrastructure that will uHimately 6e owned by the City will require execution of one or more
community faalities agr�eements (CFAs) and compliance with the Cilys sfandard CFA process and requirements.
Operational Commitments:
a. BEF Utllization Plan: A ptan ta utilize BEF firtns (within 12 weeks of City Council approval).
6. Construction Reporting: Quarterly reports throughout the constrvcfion phase of the project.
c. Contact Information: Name, and contact infortnation, af a person €or the developer that will have knowledge of the project, construction
phase of the project, current oommunity engagement status, and developer perfortnance under the agreements.
d. Compliance Reporting: From start of first compliance auditing year until expiration of the grent, file annual reports with the City reflecting
compliance with the tertns of the agreements.
e. Pertortnance Metric Reporting: Coliect and report reasonabie general pertormance metrics for the project, including, but not limited to,
project investment, employment, taxable sales, and similar measures of economic impact.
�ity Commitments�
Economic Development Program Agreement (EDPA) Grants:
380 Grants
Pursuant to Section 10, Catalytic Development Project, of the E�nomic Development Program Policy, enter into an Eoonomic Development
Program Agreement that wiil provide up to twenty annual grents based on 80% of the mairitenance and operations portion oF the incremental value
of the real and business personal property at the Project Site (380 Grants). The Chapter 3S0 incentive cap shall be $6 million (gross) and begin
upon oompletion.
The amount of ihe grants will be determined annually and in acxordartce with fhe following table:
Company Commidnent M°Xxn°m
Grants
Real & Business Personal Properfy Investrne� (8ase 66%
Commitment)
15% M/WBE Contractors 16%
30 Fuil-Time Employees 5%
7,200 s/f Local Tenant Set Aside 5%
TOTAL
80%
The grants will begin in the second calendar year following fhe completion date of ihe Project, and will be based on the tax year that immediately
follows the year in which the completion date o�urred. For example, if the Praject is completed on December 31, 2024, the granfs will be based
on the value of property assessed for the 2025 tax year, with the gran#s paid in calendar year 2026.
City PRO Housing Gronts
Page 53 of 54
45 287847v.2 169905/0000 ]
City Purohase and Sale of Lend to Facilitate Me Development
The City wlll purchase 30 lots from the Fort Worfh FEousing Finance Co�rporation for ihe tafr market value of $3,595,977.00 and five {5) lots from the
Fort Worth Local Development Corporation for fhe fair market value of $537,476.UQ. The City will cover all the Gosing cosls for these purchases.
The funds for these purchases were appropriated on October 29, 2424, by M&C 24-0936, and were transfened to the General Capital Projects
Fund for the Evans-Rosedale project (Cily Project No. 105570). The Cily will then sell lhese lots along wiih a single lot owned by the City of Fort
Worth with the fair market value of $112,500.00 to Developerlar $1.00 per Iot for a total of $36.00 and a total fnvestment of $4,245,553.OD to help
meet the gap in the project finanang. All lots are sold as-is with the payment of all ciosing costs and retated fees by the Developer. There will be a
DTSP as desaibed above.
The City will provide up to $2,500,000.00 in Pathways to Remaving Obstacles to Nousing Grent funds (PRO Housing) in City commitment from
PRO Housing multifamily development capital, wilh such funding conditioned upon meeting all af Uie following requirements:
a. Satisfactory completion of an environmental review p�rsuarrt to 24 CFR Part 58;
b. Receipt of authorization to use grant funds from Unfied States Department of liousing and Urban Development (HUD);
c. Closing on all other financing for ihe Project; and
d. CeRficate of completions secured for �e Project.
If, for any reason, the City grant funds are nat secured as defined in (b.} above, the Fort Worth Housfng and Flnance Corporation will set aside
$2,500,000.00 to secure this grant structured as a soft loan until they have been released and approved by HUD.
Tax Incroment Finencing District No. 4(TIF 4) and Tax Encr�emenx Financing Development Agreement (TIFDA).
Advance for considerafion by the TIF 4 Board the TIFDA which witt provide for fie reimbursement of up to $7,D00,000.00 in verified, reimbursable
infrasVucture casts incurted by Developer. Reimbursabfe infrastructure costs consist of public inirastructure improvements, including stormwater
detention, streetscape, public plazaslparks/linear parks, water, demolition, and sewer improvemeMs.
Total Mticipated Dir�ect Financial Support by City and TIF 4.
Combined, the EDPA and TIFDA will provlde Develaper with $15,5U0,004.U0 in direct monehary suppori for ihe P�ject.
Totsl Anticipeted Direct end Indlrect Finencial Support by C"rty and TIF 4.
Including the fair market value of the City Lots of $4,245,553.00, the #otal d'irect and indirect financial support for ttie Project by the City and TIF 4 is
$19,745,553.00.
Other CIry Commltments
a. Expedited processing through the Cily of Fort Worth deveiopment Servioes Project Facilitation team.
b. Utilize approximately $1,150,000.00 to design and devefop a park an the remaining Fort Worth Housing and Finance Corporation land.
c. Provide one or more permit-ready letters or similar insirumenfs tor Developer to establish to its financing partners that permits are ready to
issue pending demonstradon of financing and transier of the tals because permlts cannot be appiied for urtil Developer takes tiUe to the City
Lots, prior to the closing on Ihe City Lots.
d. Staff agrees, subject to full compliance with lhe City's then-current low-incame-housing-tax-credit policy, to recommend providing a
"resolution aF no objection° for the Developer to submit ta the Texas Deparimenf ai Housing and Community Affairs to faalihate the Tax Credit
Award.
FISCpL INFORMATION / CERTIFICATION:
The Director of Finance cert�es Uiat funds are available in the current capitaf budget, as previously appropriated, in Uie General Capital Projects
Fund for the Evans-Rosedale project to support Uie approval o€ the above recommendations and execution of the purchase 8 sale agreemer�ts.
Prior to any expenditure being incurred, �e Economic Developmerrt Departmenf has the responsibilily to validate the availabiliiy of fun�.
Su6mitted for Gft71 Managers �fiiee bv: Jesica McEachern SB44
Oriainatina Buslness Upit Flead: Kevin Gurm 2863
Additional Information Contact: Ori Femandez 2$Ofi
Martha Collins 26t0
Expedited
Page 54 of 54
45287847v.2 169905/00001