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HomeMy WebLinkAboutContract 63391CSC No. 63391 CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Purchaser"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and HAYCO REALTY, LTD. ("Seller"), a Texas Limited Partnership, as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase and accept from Seller, on and subject to the terms and conditions set forth in this Contract, approximately 11.471 acres of land in the Joseph Bowman Survey, Abstract 79, and in part of the B.B.B. & C. RR. Co. Survey, Abstract 201, and in a part of the William Doshier Survey, Abstract 417, and being a part of that 964.73-acre tract of land conveyed to Hayco Realty, Ltd. as recorded in Volume 14192, Page 644, of the Tarrant County Deed Records (Tarrant Appraisal District Account No. 40124347) (the "Land"), as more particularly described in Exhibit "A," attached hereto and incorporated herein for all purposes, together with (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys, rights -of -way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street, road or access way; (v) all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property." (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances"). (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface,of theProperty. Section 2. Earnest Monev and Purchase Price. (a) Within ten (10) calendar days after the Effective Date, Purchaser must deliver to the Title Company's escrow agent an Earnest Money deposit of Forty -Four Thousand, Nine Hundred Seventy -One Dollars and 00/100 ($44,971.00) in cash funds (the "Earnest Money"); however, upon Closing (as hereinafter defined), the Earnest Money shall be applied as a credit toward the Purchase Price (as hereinafter defined). All Earnest Money will be (i) refunded to Purchaser if Purchaser terminates the Contract prior to expiration of the Contract's Option Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its obligation to close. OFFICIAL RECORD Contract of Sale and Purchase CITY SECRETARY Page - 1 - of 20 5610 Ten Mile Bridge FT. WORTH, TX (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is Two Million, Nine Hundred Ninety -Eight Thousand Sixty Dollars and 50/100 ($2,998,060.50), subject to an appraisal report to be obtained by Purchaser. Section 3. Title Commitment and Survey. (a) Within ten (10) calendar days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from McKnight Title Company, 4916 Camp Bowie Blvd, Fort Worth, Texas 76107, Attention: Tammy Stone (the "Title Company"). The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver to Buyer, contemporaneously with the Title Commitment, legible copies of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Purchaser may obtain a survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a current on -the -ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall (i) be certified to Purchaser, its successors and assigns, and Title Company, (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway, (iii) identify any rights -of -way, easements, or other Encumbrances by reference to applicable recording data, and (iv) include the Surveyor's registered number and seal and the date of the Survey. The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending fifteen (15) calendar days after the later to occur of (i) Purchaser's receipt of the Title Commitment or (ii) Purchaser's receipt of the Survey, in which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the Survey. Purchaser will provide written notice of its Objections to Seller with a copy to the Title Company on or before the expiration of the current Title Review Period. (d) Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the tenth business day after Seller's receipt of Purchaser' s notice of such Objections. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. if Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such effect during the period of time (the "Termination Period") ending on the fifth business day following the end of the Cure Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Termination Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Property. Contract of Sale and Purchase Page - 2 - of 20 5610 Ten Mile Bridge (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 thi s Agreement and are not attributable to actions by Purchaser, and which may be cured by the payment of money, 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. Section 4. Due Diligence Documents. Within ten (10) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review (i) any and all tests, studies, surveys, and investigations relating to the Property, including, without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the Property; (iii) any existing surveys of the Property (the "Due Diligence Material"). Section 5. Tests. 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. At the conclusion of the Tests, Purchaser shall repair any damage caused to the Property by Purchaser or its agents, employees, representatives, consultants or contractors in connection with Purchaser's Tests and the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. Purchaser shall keep the Property free and clear of any liens for any such Tests. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period (as defined below). Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until 30 (thirty) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 5 above). (b) if Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) Upon written notice to Seller before the end of the Option Period, Purchaser shall have the right to extend the Option Period for one (1) additional period of thirty (30) days. (d) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty-one (31) calendar days after the expiration of the Option Period. Contract of Sale and Purchase Page - 3 - of 20 5610 Ten Mile Bridge Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser the following: 0) A Special Warranty Deed ("Deed"), in substantially the same form attached hereto as Exhibit " B", 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; (ii) A Non -Foreign Person Affidavit, in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (iii) Evidence of authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3) below. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or a certified or cashier's check or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. (3) Title Company shall issue to Purchaser, at Seller's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, at Purchaser's sole cost and expense the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their respective attorneys' fees. (5) Seller and Purchaser shall each pay one-half of all recording fees and one-half of any other closing costs as set forth by the Title Company. (6) Seller and Purchaser shall agree to work with Seller on 1031 exchange Contract of Sale and Purchase Page - 4 - of 20 5610 Ten Mile Bridge (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the Property for the current year shall only be for the period of time the Property was owned by Seller. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any and all taxes and assessments applicable to the Property up to and including the date of Closing; provided, however, that, the Seller shall not be responsible for any "rollback" taxes. The provisions of this Section 8(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind except those disclosed in the Permitted Encumbrances. Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing, that: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or to which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. There is no action, suit, proceeding or claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau, or agency or other govenunental entity and no such action, suit, proceeding or claim is threatened or asserted; (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except as otherwise disclosed in the Title Commitment, no lease, contract or agreement exists relating to the Property or any portion thereof which is not tenninable at will or upon not more than 30 days' prior notice except tenant leases; (f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any part thereof, Contract of Safe and Purchase Page- 5 - of 20 5610 Ten Mile Bridge (g) No Regulatory Violations. Seller has not received written notice that the Property is in breach of any law, ordinance or regulation, or any order of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending, nor has Seller received written notice of any additional inquiry or investigation, threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property; and (h) No Hazardous Materials. To Seller's actual knowledge, without inquiry or investigation: (i) all required federal, state and local permits concerning or related to environmental protection and regulation for the Property have been secured and are current; (ii) Seller is and has been in full compliance with such environmental permits and other requirements regarding environmental protection under applicable federal, state or local laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (v) Seller does not have actual knowledge of any environmental condition, situation or incident on, at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law, rule, ordinance or common law theory governing environmental protection. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant to this Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement, notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, shall survive Closing for a ,period of one year. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due Diligence documents delivered by Seller and other materials delivered by Seller to Purchaser hereunder to satisfy itself with respect to the condition and operation of the Property, and Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and Contract of Sale and Purchase Page - 6 - of 20 5610 Ten Mile Bridge which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii) place or permit to be placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other improvements of any kind; or (iv) excavate or permit the excavation of the Property or any portion thereof. (c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and expenses of obtaining all such approvals, including reasonable attorneys' fees that Seller may incur in connection with reviewing such applications and instruments. Section 11. A2ents. Deleted Section 12. Closing Documents. No later three (3) business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's reasonable right of approval. Section 13. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served 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 to such party at the address specified below, or (iv) deposited into the custody of Federal Express Corporation to be sent by Fed Ex Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below. (b) The address of Purchaser under this Contract is: City of Fort Worth Property Management Department 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Real Property Manager Telephone: 817-392-2567 With a copy to: Leslie Hunt City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 Telephone 817-392-8864 Contract of Sale and Purchase Page - 7 - of 20 5610 Ten Mile Bridge (c) The address of Seller under this Contract is: Hayco Realty, Ltd. 3825 Camp Bowie Blvd. Fort Worth, Texas 76107 Attention: Mr. John Cockerham With a copy to: Lee Christie Pope, Hardwicke, Christie, Schell, Kelly & Tap lett, L.L.P. 500 W. 7th Street, Suite 600 Fort Worth, Texas 76102 Telephone: (817) 332-3245 Electronic mail: lfchristie@popehardwicke.com (d) From time to time either party may designate another address or fax number under this Contract by giving the other party advance written notice of the change. Section 14. Termination, Default, and Remedies. (a) if Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, and receive the Earnest Money as full liquidated damages (and not as a penalty) for Purchaser's failure to consummate the purchase, whereupon neither party hereto shall have any further rights or obligations hereunder. (b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Closing and neither party hereto shall have any further rights or obligations hereunder; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof; or (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Contract of Sale and Purchase Page - 8 - of 20 5610 Ten Mile Bridge Agreement shall survive Closing for a period of twelve (12) months after Closing (the "Survival Period"). Unless Purchaser discovers the breach of any such representation or warranty on a date (the "Discovery Date") prior to the end of the Survival Period and gives Seller written notice (the `Breach Notice") of the breach within thirty (30) days after the Discovery Date, no alleged breach of any such representation or warranty may form the basis of an action by Purchaser against Seller for breach of any such representation or warranty. Any such action must be brought within three (3) months after the Discovery Date, provided that a Breach Notice has been timely given in accordance with the immediately preceding sentence_ Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 17. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 18. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the termsof the Contract are to be made in Tarrant County, Texas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Section 22. Severability, Execution. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. A signature sent on this Contract by facsimile or PDF/e- mail shall constitute an original signature for all purposes. Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day f or such performance, as the case may be, shall be the next following regular business day. Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 25. Terminology. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context, any gender includes any other gender, the singular includes the plural, and the plural includes the singular. Contract of Sale and Purchase Page - 9 - of 20 5610 Ten Mile Bridge This Contract is EXECUTED as of the Effective Date. SELLER: HAYCO REALTY, LTD. a Texas Limited Partnership By: Harrison Realty Investments, LLC a Texas limited liability company By: John Cockerham, Pof et;4ger/CFO Date: By: Ha�dn Cutler Managerl+l „il:d�-K stele Date: `/Z, q J �► PURCHASER: CITY OF FORT WORTH, TEXAS Vw2-'_ W44 -'et By: Valerie Washington (Jun 8, 2025 20:19 CDT) P� 9 ul> Assistant City Manager Date: 06/08/2025 ATTEST: 9paq 4F f�RT�ad o �Oo° 09�0 �o Jannette S. Goodall c City Secretary aan QEXps4a M&C: 25-0180 Date: 02/25/2025 APPROVED AS TO LEGALITY AND FORM: Lere Funt(hn 6, 202516:13 CDT) Mffalitw A. Leslie Hunt Aceictant iifi� Attnrnav OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract of Sale and Purchase Page -11 - of 20 5610 Ten Mile Bridge Exhibit B Form of Special Warrantv Deed NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED Date: Grantor: HAYCO REALTY, LTD., a Texas Limited Partnership Grantor's Mailing Address (including County): 3825 CAMP BOWIE BLVD. FORT WORTH, TARRANT COUNTY, TEXAS Grantee: THE CITY OF FORT, WORTH, TEXAS, A Municipal Corporation Grantee's Mailing Address (including County): 100 FORT WORTH TRAIL FORT WORTH, TARRANT COUNTY, TEXAS 76102 Consideration: TEN AND NO/100--- ($10.00) --- DOLLARS and other good and valuable consideration, the receipt of which is hereby acknowledged and confessed Property (including any improvements): BEING A TRACT OF LAND SITUATED IN TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. Reservations from Conveyance: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS Contract of Sale and Purchase Page -14 - of 20 5610 Ten Mile Bridge SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING, MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN, ON, AND UNDER THE SUBJECT PROPERTY. B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN AND UNDER THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY. Exceptions to Conveyance and Warranty: This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted encumbrances on the attached Exhibit "B," attached hereto and incorporated herein for all purposes. Grantor, for the consideration expressed herein and subject only to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging, to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors, and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, when the claim is by, through, or under Grantor, but not otherwise. This document maybe executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. When the context requires, singular nouns and pronouns include the plural. [signature page follows] Contract of Sale and Purchase Page -15 - of 20 5610 Ten Mile Bridge GRANTOR: HAYCO REALTY, LTD. a Texas Limited Partnership By: Harrison Realty Investments, LLC a Texas limited liability company John Cockerham, Manager/CFO Date: Haydn Cutler, Manager/President Date: NOTICE: This document affects your legal rights. Read it carefully before signing. Contract of Sale and Purchase Page -16 - of 20 5610 Ten Mile Bridge (Acknowledgment) THE STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared , of Hayco Realty, Ltd., a Texas limited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that they executed the same as the act and deed and on behalf of Hayco Realty, Ltd., for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2025. Notary Public [SEAL] THE STATE OF TEXAS § COUNTY OF BEFORE ME, the undersigned authority, on this day personally appeared of Hayco Realty, Ltd,, a Texas Iimited partnership, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that they executed the same as the act and deed and on behalf of Hayco Realty, Ltd., for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2025. Notary Public [SEAL] Contract of Sale and Purchase Page -17 - of 20 5610 Ten Mile Bridge ACCEPTED AND AGREED TO: CITY OF FORT WORTH Valerie Wahsington, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Leslie Hunt Assistant City Attorney M&C: Date: (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Dana Burghdoff, Assistant City Manager for the City of Fort Worth, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2025. Notary Public [SEAL] AFTER RECORDING RETURN TO: CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 200 TEXAS STREET FORT WORTH, TEXAS 76102 Contract of Sale and Purchase Page -18 - of 20 5610 Ten Mile Bridge EXHIBIT "A" THE PROPERTY Approximately 11.471 acres of land in the Joseph Bowman Survey, Abstract 79, and in part of the B.B.B. & C. RR. Co. Survey, Abstract 201, and in a part of the William Doshier Survey, Abstract 417, and being a part of that 964.73-acre tract of land conveyed to Hayco Realty, Ltd. as recorded in Volume 14I 92, Page 644, of the Tarrant County Deed Records (Tarrant Appraisal District Account No. 40124347) Contract of Sale and Purchase Page - 19 - of 20 5610 Ten Mile Bridge EXHIBIT "B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 20 - of 20 5610 Ten Mile Bridge City of Fort Worth o rth Fort Texas Street ` I r �/ �/ Fort Worth, Texas Legislation Details File #: M&C 25-0180 Version: 1 Name: Type: Land - Report of CM Status: Passed File created: 2/19/2025 In control: CITY COUNCIL On agenda: 2/25/2025 Final action: 2/25/2025 Title: (CD 2) Authorize the Acquisition of a Fee Simple Interest in Approximately 11.471 Acres of Land Located at 5610 Ten Mile Bridge, Fort Worth, Tarrant County, Texas 76179 from Hayco Realty, LTD. in the Amount of $2,998,060.50, Including an In -Kind Donation of 3.824 Acres Valued at $1,499,030.20, Pay Estimated Closing Costs in an Amount Up to $45,000.00, and Dedicate the Property as Parkland to be Known as Paloma Park Sponsors: Indexes: Code sections: Attachments: 1. M&C 25-0180, 2. 11.471 acre boundary survey(Hayco) - zoned CR.pdf Date Ver. Action By Action Result 2/25/2025 1 CITY COUNCIL Approved City of Fort Worth Page 1 of 1 Printed on 6/2/2025 powered by Legistar- FORT WORTH© << Back Export Detail Data Expand All Collapse All 106084 Acq -10-Mile Bridge Rd Park 30110 PARD Dedication Fees 4413080 Neighborhood Park Land Fee Total Revenue: Total Expenditure Project 106084 << Back FSCM 92 Production Page 1 of 1 GL0019-07 - Project Budget Summary RunTime: 01/27/2025 10:06 AM $0.00 $3,043,061.00 $0.00 $3.043.061.00 $0.00 $3,043,061.00 $0.00 $3,043,061.00 0.00 $3,043,061.00 0.00 $3,043,061.00 0.00 0.00 THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. COMMITMENT FOR TITLE INSURANCE T-7 ISSUED BY Old Republic National Title Insurance Company We (Old Republic National Title Insurance Company) will issue our title insurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and expedited delivery expenses. This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires. Issued through the Office of Worth National Title Agency, LLC DBA McKnight Title 4916 Camp Bowie Boulevard Fort Worth, TX 76107 Countersigned: Tammy Stone, License #: 1885757-770883 Authorized Signatory OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY A Sroek Company 400 Second Avenue South, Minneapolis, Minnesota 55401 I6121371-1111 By J ' President Ariest -w4 Secretary FORM T-7: Commitment for Title Insurance CB-12976-TS CONDITIONS AND STIPULATIONS 1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment, that is not shown in Schedule B, you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you, and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements, or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, and Exclusions. FORM T-7: Commitment for Title Insurance CB-12976-TS Conditions and Stipulations Have a complaint or need help? If you have a problem with a claim or your premium, call your insurance company first. If you can't work out the issue, the Texas Department of Insurance may be able to help. Even if you file a complaint with the Texas Department of Insurance, you should also file a complaint or appeal through your insurance company. If you don't, you may lose your right to appeal. Old Republic National Title Insurance Company To get information or file a complaint with your insurance company: Call: Old Republic National Title Insurance Company at 1-888-678-1700 Toll -free: 1-855-777-5881 Online: https://www.oldreDublictitle.com/claim/ Email: txclaimsaoldrenublictitle.com Mail: Old Republic National Title Insurance Company 1408 North Westshore Boulevard, Suite 900 Tampa, Florida 33607 Attn: Claims Department The Texas Department of Insurance To get help with an insurance question or file a complaint with the state: Call with a question: 1-800-252-3439 File a complaint: www.tdi.texas.eov Email: ConsumerProtectionatdi.texas. 2ov Mail: Consumer Protection, MC: CO-CP, Texas Department of Insurance P.O. Box 12030 Austin, TX 78711-2030 Tiene una queja o necesita ayuda? Si tiene un problema con una reclamaci6n o con su prima de seguro, llame primero a su compania de seguros. Si no puede resolver el problema, es posible que el Departamento de Seguros de Texas (Texas Department of Insurance, por su nombre en ingl6s) pueda ayudar. Aun si usted presenta una queja ante el Departamento de Seguros de Texas, tambidn debe presentar una queja a trav6s del proceso de quejas o de apelaciones de su compania de seguros. Si no to hace, podria perder su derecho para apelar. Old Republic National Title Insurance Company Para obtener informacidn o para presentar una queja ante su compania de seguros: Llame a: Old Republic National Title Insurance Company al 1-888-678-1700 TeWono gratuito: 1-855-777-5881 En linea: https://www.oldrepublictitle.com/claim/ Correo electr6nico: txclaims@oldrepublictitle.com Direcci6n postal: Old Republic National Title Insurance Company 1408 North Westshore Boulevard, Suite 900 Tampa, Florida 33607 Attn: Claims Department El Departamento de Seguros de Texas Para obtener ayuda con una pregunta relacionada con los seguros o para presentar una queja ante el estado: Llame con sus preguntas al: 1-800-252-3439 Presente una queja en: www.tdi.texas.eov Correo electr6nico: ConsumerProtection(a)tdi.texas. aov Direcci6n postal: Consumer Protection, MC: CO-CP Texas Department of Insurance P.O. Box 12030, Austin, TX 78711-2030 FORM T-7: Commitment for Title Insurance Important Notice CB-12976-TS TEXAS TITLE INSURANCE INFORMATION Title insurance insures you against loss resulting from certain risks to your title. The commitment for Title Insurance is the title insurance company's promise to issue the title insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date. El seguro de titulo le asegura en relaci6n a p6rdidas resultantes de ciertos riesgos que pueden afectar el titulo de su propiedad. El Compromiso para Seguro de Titulo es la promesa de la compania aseguradora de titulos de emitir la p6liza de seguro de titulo. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y entenderlo completamente antes de la fecha para finalizar su transacci6n. Your Commitment for Title Insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before issuing a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines whether the title is insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the Policy as Exclusions. These risks will not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any mineral interest. MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to insure title unless there is an exclusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements insuring certain risks involving minerals, and the use of improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. If the title insurer issues the title policy with an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements, ensure that the purchaser has title to the mineral rights related to the surface estate. Another part of the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land. When your Policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below. EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment. They can also be added if you do not comply with the Conditions section of the Commitment. When the Policy is issued, all Exceptions will be on Schedule B of the Policy. EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the Commitment. CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions. You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at 1-888-678-1700 or by calling the title insurance agent that issued the Commitment. The Texas Department of Insurance may revise the policy form from time to time. You can also get a brochure that explains the policy from the Texas Department of Insurance by calling 1-800-252-3439. FORM T-7: Commitment for Title Insurance CB-12976-TS Title Insurance Information Before the Policy is issued, you may request changes in the policy. Some of the changes to consider are: - Request amendment of the "area and boundary" exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner's Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the Company and if the Company's other requirements are met, your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in the Policy. Whether or not you request amendment of the "area and boundary" exception, you should determine whether you want to purchase and review a survey if a survey is not being provided to you. - Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy. The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement. FORM T-7: Commitment for Title Insurance CB-12976-TS Title Insurance Information SCHEDULE A Effective Date: 10/27/2024 at 8:00 AM Commitment No.CB-12976-TS, issued 6th day of November, 2024 1. Policy or Policies to be issued are: a. Owner's Policy of Title Insurance (Form T-1) (Not applicable for improved one -to -four family residential real estate) Policy Amount: $4,497,090.70 PROPOSED INSURED: City of Fort Worth b. Texas Residential Owner's Policy of Title Insurance One -to -Four Family Residences (T-1R) Policy Amount: $ PROPOSED INSURED: c. Loan Policy of Title Insurance (Form T-2) Policy Amount: $ PROPOSED INSURED: Proposed Borrower: d. Texas Short Form Residential Loan Policy of Title Insurance (Form T-211) Policy Amount: $ PROPOSED INSURED: Proposed Borrower: e. Loan Title Policy Binder on Interim Construction Loan (Form T-13) Policy Amount: $ PROPOSED INSURED: Proposed Borrower: f. Other Policy Amount: $ PROPOSED INSURED: 2. The interest in the Land covered by this Commitment is: fee simple. 3. Record title to the Land on Effective Date appears to be vested in: HAYCO Realty, Ltd., a Texas limited partnership GF No.: CB-12976-TS 4. Legal Description of Land: BEING a tract of land situated in the B.B.B. & C.R.R. Survey, Abstract No. 201, J. Bowman Survey, Abstract No. 79. W. ()ashler Survey. Abstract No. 417, City of Fort Worth, Tarrant County. Texas, being Dart of a tract conveyed to Hayco Realty. Ltd.. by deed recorded in Volume 14192, Page 644 of the Deed Records, Tarrant County, Texas (DRTCT), with the subject tract being more particuarly described as follows: BEGINNING at a 1/2" iron rod found for the intersection of the west line of Huffiness Boulevard, a 100 foot right- of-way with the north line of Ten Mile Bridge Road, a variable width right-of-way; THENCE N 62'59'49" W. 1480.71 feet along the north line of Ten Mile Bridge Road to the southeast comer of a 40 foot right-of-way dedication for Ten Mile Bridge Road according to the plat of Marine Creek Ranch, an addition recorded in Cabinet A, Slide 8731 of the Plat Records,Tarrant County, Texas (PRTCT); THENCE along Marine Creek Ranch, the following: N 2700'11" E, 60.00 feet; FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule A And N 83'40'11" E, 316.82 feet to the southwest corner of Lot 33, Block 7 Marine Creek Ranch, according to the plat recorded in Cabinet A, Slide 10501 PRTCT; THENCE along the south line of Marine Creek Ranch, the following: N 84'05'40" E, 350.00 feet; S 89'21'22" E, 39.33 feet; S 79'22'57" E, 38.10 feet; S 55'07'31" E, 42.47 feet; S 49'45'59" E, 114.81 feet; And S 63' 15'40" E. 119.20 feet to the southwest corner of Lot 46, Block 7 Marine Creek Ranch, according to the plot recorded in Cabinet A, Slide 8731 PRTCT; THENCE along the south line of Marine Creek Ranch, the following: S 31'03'51" E, 86.81 feet to a 5/8" iron rod with plastic cap found; And S 62'59'40" E, 464.12 feet to a 5/8" iron rod with plastic cap found on the west line of Huffires Boulevard; THENCE along the west line thereof, the following: Arourd a non -tangent curve to the right having a central angle of 16'12'05", a radius of 996.00 feet, a chord of S 18'54'08" W - 280.70 feet, an arc length of 281.64 feet to a 5/8" iron rod with plastic cap found; And S 2700.11- W, 97.10 feet to the POINT CF BEGINNING with the subject tract containing 499,208 square feet or 11.463 acres of land. NOTE: The company is prohibited from insuring the area or the quantity of the land described herein. Any statement in the above legal description of the area or quantity of land is not a representation that such area or quantity is correct, but is made only for informational and/or identification purposes, and does not override Item 2 of Schedule "B" hereof. FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule A SCHEDULE B EXCEPTIONS FROM COVERAGE In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's fees, and expenses resulting from: 1. The following restrictive covenants of record itemized below: Item No. 1 is hereby deleted in its entirety 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any, of any spouse of any insured. (Applies to the Owner's Policy only.) 4. Any titles or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or c. to filled -in lands, or artificial islands, or d. to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner's Policy only.) 5. Standby fees, taxes and assessments by any taxing authority for the year 2025, and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership, but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Loan Policy of Title Insurance (T-2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year 2025 and subsequent years.") 6. The terms and conditions of the documents creating your interest in the land. 7. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Loan Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.) 8. Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Loan Policy (T-2) only.) 9. The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Loan Policy of Title Insurance (T-2R). (Applies to Texas Short Form Residential Loan Policy of Title Insurance (T-2R) only). Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Loan Policy of Title Insurance (T-2R). 10. The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception.): a. Rights of parties in possession. (OTP Only) FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule B b. The following exception will appear in any policy issued (other than the T-1R Residential Owner's Policy of Title Insurance and the T-2R Short -Form Residential Loan Policy) if the Company is not provided a survey of the Land, acceptable to the Company, for review at or prior to closing: Visible and apparent easements. Portion of the property within any roadway. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the title that would be disclosed by an accurate and complete land survey of the Land.(NOTE: UPON RECEIPT OF A SURVEY ACCEPTABLE TO THE COMPANY, THIS EXCEPTION WILL BE DELETED. COMPANY RESERVES THE RIGHT TO ADD ADDITIONAL EXCEPTIONS PER ITS EXAMINATION OF SAID SURVEY.) c. If any portion of the proposed loan and/or the Owner's Title Policy coverage amount includes funds for immediately contemplated improvements, the following exceptions will appear in Schedule B of any policy issued as indicated: Owner's and Loan Policy(ies): Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the insured against loss, if any, sustained by the Insured under this policy if such liens have been filed with the County Clerk of County, Texas, prior to the date hereof. Owner's Policy(ies) Only: Liability hereunder at the date hereof is limited to $. Liability shall increase as contemplated improvements are made, so that any loss payable hereunder shall be limited to said sum plus the amount actually expended by the insured in improvements at the time the loss occurs. Any expenditures made for improvements, subsequent to the date of this policy, will be deemed made as of the date of this policy. In no event shall the liability of the Company hereunder exceed the face amount of this policy. Nothing contained in this paragraph shall be construed as limiting any exception or any printed provision of this policy. Loan Policy(ies) Only: Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A hereof, this policy insures only to the extent of the amount actually disbursed, but increase as each disbursement is made in good faith and without knowledge of any defect in, or objections to, the title up to the face amount of the policy. Nothing contained in this paragraph shall be construed as limiting any exception under Schedule B, or any printed provision of this policy. d. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. e. All conveyances, contracts, deeds, reservations, exceptions, limitations, leases, and similar interests in or to any geothermal energy and associated resources below the surface of land, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not, all as provided by Section 2703.056 (a) of the Texas Insurance Code. f. Rights of parties in possession. (Owners Policy Only) g. Terms and provisions of any and all leases, together with rights of Lessees thereunder h. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. (This exception will be deleted upon receipt and review of a satisfactory qualifying survey. The Company expressly reserves the right to take specific exception to any adverse matters reflected thereon.) i. Subject to any and all visible and apparent easements and/or right of ways traversing on, over, under or across the subject property and which its existence may not necessarily appear of record. j. Any portion of subject property that lies within the boundaries of any public or private roadway or used in connection therewith. FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule B k. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. (Pursuant to Procedural Rule P-50.1 the above exception must appear on any corresponding policy issued if a T-19.2 or T-19.3 endorsement that meets underwriting standards is requested by the proposed insured.) All conveyances, contracts, deeds, reservations, exceptions, limitations, leases, and similar interests in or to any geothermal energy and associated resources below the surface of land, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not, all as provided by Section 2703.056 (a) of the Texas Insurance Code. Rights, if any, to use the surface of the Land for the extraction or development of any geothermal energy and associated resources below the surface of the Land resulting in damage to an improvement located on the Land on or after Date of Policy (said rights). "Company insures the Insured against loss, if any, sustained by the insured under the terms of this Policy by reason of the enforcement of said rights as to the land. Company agrees to provide defense to the Insured in accordance with the terms of this Policy if suit is brought against the Insured to enforce said rights as to the land." In. Easement granted to City of Fort Worth as set forth in instrument filed for record in Volume 17001, Page 27, Deed Records, Tarrant County, Texas, and being described and located therein. n. Easement granted to City of Fort Worth as set forth in instrument filed for record in Volume 17001, Page 49, Deed Records, Tarrant County, Texas, and being described and located therein. o. Easement granted to City of Fort Worth as set forth in instrument filed for record under Tarrant County Clerk's File No. D203454409, and being described and located therein. p. Interest in all of the oil, gas and other minerals in and under the herein described property, as reserved in instrument recorded in Volume 7104, Page 2079, of the Official Records of Tarrant County, Texas. (Surface Rights are waived as therein provided) q. Interest in all of the oil, gas and other minerals of every character in and under the herein described property, as reserved in instrument(s) recorded in Volume 7612, Page 1728, of the Official Records of Tarrant County, Texas, reference to which instrument(s) is here made for all purposes. Title to said interest has not been investigated subsequent to date of the aforesaid instrument(s). Affected by Waiver of Surface Rights recorded in Volume 17134, Page 83, of the Official Records of Tarrant County, Texas. r. The terms, conditions and stipulations of that certain Mineral Lease dated June 26, 2003, from HAYCO Realty, Ltd., as Lessor, to ANTERO Resources I, LP, as Lessee, recorded in Volume 17099, Page 55, of the Official Records of Tarrant County, Texas. (The above lease not checked subsequent to date.) Affected by document recorded in Volume 17099, Page 64, Official Propert Records, Tarrant County, Texas. s. Interest in and to all oil, gas and other minerals of every character in and under the herein described property, as reserved in instrument filed for record under Tarrant County Clerk's File No. D2022203076 and corrected in D2022214003, reference to which instrument is here made for all purposes. Title to said interest has not been investigated subsequent to date of the aforesaid instrument. (Surface Rights are waived as therein provided) t. We have been furnished with a plat of survey made by Darren K. Brown, Professional Land Surveyor No. 5252, dated April 28, 2022. Said survey reflects the following matters: Rights of the public to any portion of the Land lying within the area commonly known as Ten Mile Bridge Road. Rights of third parties in and to land lying between fences and boundary lines. FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule B SCHEDULE C Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: 1. Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: a. no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, b. all standby fees, taxes, assessments and charges against the property have been paid, c. all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub -contractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property, d. there is legal right of access to and from the land, e. (on a Loan Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest. 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Company requires that notary seals contained in any document executed on or after January 1, 2016, must include the notary's identification number as required by Texas Government Code 406.013 when the notary public is either (1) a new notary appointee or (2) an existing notary appointee whose appointment has been renewed on or after January 1,2016. 6. Deed of Trust dated December 28, 2017, filed for record on January 3, 2018, under Tarrant County Clerk's File No. D218002753, executed by HAYCO Realty, Ltd., a Texas limited partnership, to James D. VanDeventer, Trustee(s), to secure the payment of one note in the principal sum of $12,000,000.00, payable to the order of Southside Bank, a Texas state charter bank f/k/a OmniAmerican Bank, and subject to all of the terms, conditions and stipulations contained therein, including but not limited to any other and future indebtedness also secured by this lien. The Deed of Trust set forth above is purported to be a "Credit Line" Deed of Trust. It is a requirement that the Trustor/Grantor of said Deed of Trust provide written authorization to close said credit line account to the Lender when the Deed of Trust is being paid off through the Company or other Settlement/Escrow Agent or provide a satisfactory subordination of this Deed of Trust to the proposed Deed of Trust to be recorded at closing. 7. Said lien, having been renewed, modified and/or extended by instrument fled for record under Tarrant County Clerk's File No. D219283339. 8. Said lien, having been renewed, modified and/or extended by instrument filed for record under Tarrant County Clerk's File No. D219202649. 9. Said lien, having been renewed, modified and/or extended by instrument filed for record under Tarrant County Clerk's File No. D222126764. 10. Said lien, having been renewed, modified and/or extended by instrument filed for record under Tarrant County Clerk's File No. D224071253. 11. Cross collateral and cross default agreement by instrument fled for record under Tarrant County Clerk's File No. D221258133. FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule C 12. Company requires a Survey Affidavit (T-47) stipulating that no material change to land has been made since the date of Survey prepared by Darren K. Brown in order to provide a survey deletion. 13. The Company will require the following documents for review prior to the issuance of any title assurance predicated upon a conveyance or encumbrance from the limited partnership named below. Name: HAYCO Realty, Ltd, a limited partnership a) Satisfactory evidence that the partnership was validly formed, is in good standing and that there have been no amendments to the partnership agreement. The Company reserves the right to add additional items or make further requirements after review of the requested documentation. 14. The Financial Crimes Enforcement Network ("FinCen"), a bureau of the U.S. Department of the Treasury, has issued a Geographical Targeting Order ("GTO") to all title insurance companies requiring the collection and reporting of certain information with respect to certain real estate transactions in Bexar, Dallas, Harris, Montgomery, Tarrant, Travis and Webb Counties. Prior to the closing of the proposed transaction, the Company and its policy issuing agent must be provided with information sufficient to determine if it must be reported to FinCen, including copies of certain documents necessary to meet the GTO's document/record retention requirements. The proposed transaction will not be closed, and the proposed policy will not be issued unless and until the required information is furnished and found to be acceptable. 15. The right is reserved to make and insert additional exceptions and/or requirements based upon the review of any and all documentation. FORM T-7: Commitment for Title Insurance CB-12976-TS Schedule C G.F. No. or File No. CB-12976-TS SCHEDULE D Pursuant to the requirements of Rule P-21, Basic Manual of Rules, Rates and Forms for the writing of Title Insurance in the State of Texas, the following disclosures are made: The following individuals are directors and/or officers, as indicated, of the Title Insurance Company issuing this Commitment: DIRECTORS OF OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY CRAIG R. SMIDDY JOHN M. DIXON STEVE R. WALKER MICHAEL D. KENNEDY CHARLES J. KOVALESKI LISA J. CALDWELL JOHN ERIC SMITH GLENN W. REED FREDERICKA TAUBITZ STEVEN J. BATEMAN BARBARA ADACHI SPENCER LEROY, III PETER B. MCNITT OFFICERS OF OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY CAROLYN J. MONROE, President & CEO CURTIS J. HOFFMAN, Executive Vice President DANA C. SOLMS, Executive Vice President DANIEL M. WOLD, Executive Vice President & Secretary CHRIS G. LIESER, Executive Vice President & CFO MARK M. BUDZINSKI, Executive Vice President BENEDICT CORBETT, Vice President & Treasurer IVY ANDERSON, Executive Vice President Shareholders owning or controlling, directly or indirectly, ten percent (10%) or more of the shares of Old Republic National Title Insurance Company: Old Republic Title Insurance Companies, Inc.-100%, a wholly owned subsidiary of Old Republic National Title Holding Company, a wholly owned subsidiary of Old Republic Title Insurance Group, Inc., a wholly owned subsidiary of Old Republic International Corporation. The following disclosures are made by the Title Insurance Agent issuing this commitment: (a) A listing of each shareholder, owner, partner or other person having, owning or controlling one (1%) or more of the Title Insurance Agent that will receive a portion of the premium is as follows: Worth National Title Agency, LLC dba McKnight Title (b) A listing of each shareholder, owner, partner, or other person having, owning, or controlling ten percent (10%) or more of an entity that has, owns, or controls one percent (1%) or more of the Title Insurance Agent that will receive a portion of the premium are as follows. (c) If the Agent is a corporation: (i) the name of each director of the Title Insurance Agent, and (ii) the names of the President, the Executive or Senior Vice -President, the Secretary and the Treasurer of the Title Insurance Agent. (d) The name of any person who is not a full-time employee of the Title Insurance Agent and who receives any portion of the title insurance premium for services performed on behalf of the Title Insurance Agent in connection with the issuance of a title insurance form; and, the amount of premium that any such person shall receive. Lisa Blackman: VP/Director of Operations, Scott McKnight: CEO/Owner, Debra White: Treasurer, Chris Drumm: President (e) For purposes of this paragraph 2, "having, owning or controlling" includes the right to receipt of a percentage of net income, gross income, or cash flow of the Agent or entity in the percentage stated in subparagraphs (a) or (b). 3. You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction, to which this commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated title premium* is: Owner's Policy $20,717.00 Loan Policy $0.00 Endorsement Charges $0.00 Other Total $20,717.00 Of this total amount: 15% will be paid to the policy issuing Title Insurance Company; $17,609.45 (or 85%) will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows: Amount To Whom For Services FORM T-7: Commitment for Title Insurance CB-12976-TS *The estimated premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner of Insurance. This commitment is invalid unless the insuring provisions and Schedules A, B, and C are attached. FORM T-7: Commitment for Title Insurance CB-12976-TS DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner's Policy) ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Insurance Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction." SIGNATURE 107.74091 Worth National Title Aeencv. LLC DBA McKnieht Title CB-12976-TS FILE NUMBER NAME OF TITLE AGENT FORM T-7: Commitment for Title Insurance CB-12976-TS 7/2020 * OLD REPUBLIC TITLE WHAT DOES OLD REPUBLIC TITLE DO WITH YOUR PERSONAL INFORMATION? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what wedo. The types of personal information we collect and share depend on the product or service you have with us. This information can include: • Social Security number and employment information • Mortgage rates and payments and account balances • Checking account information and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice. All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons Old Republic Title chooses to share; and whether you can limit this sharing. Reasons we can share your personal information Does Old Republic Title share? Can you limit this sharing? For our everyday business purposes — such as to process your transactions, maintain your account(s), or respond to court orders and Yes No legal investigations, or report to credit bureaus For our marketing purposes — No We don't share to offer our products and services to you For joint marketing with other financial companies No We don't share For our affiliates' everyday business purposes — information about your transactions and experiences Yes No For our affiliates' everyday business purposes — No We don't share information about your creditworthiness For our affiliates to market to you No We don't share For non -affiliates to market to you No We don't share Go to www.oldrepublictitle.com (Contact Us) Who is providing this notice? Companies with an Old Republic Title name and other affiliates. Please see below for a list of affiliates. How does Old Republic Title To protect your personal information from unauthorized access and use, we use security protect my personal measures that comply with federal law. These measures include computer safeguards and information? secured files and buildings. For more information, visit https://www.oldrepublictitle.com/privacy-policy How does Old Republic Title We collect your personal information, for example, when you: collect my personal information? Give us your contact information or show your driver's license Show your government -issued ID or provide your mortgage information Make a wire transfer We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. Why can't I limit all sharing? Federal law gives you the right to limit only: Sharing for affiliates' everyday business purposes - information about your creditworthiness Affiliates from using your information to markettoyou Sharing for non -affiliates to market toyou State laws and individual companies may give you additional rights to limit sharing. See the State Privacy Rights section location at https://www.oldrepublictitle.com/privacv- op Ly for your rights under state law. Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies. • Our affiliates include companies with an Old Republic Title name, and financial companies such as Attorneys' Title Fund Services, LLC, Lex Terrae National Title Services, Inc., Mississippi Valley Title Services Company, and The Title Company of North Carolina. Non -affiliates Companies not related by common ownership or control. They can be financial and non- financial companies. • Old Republic Title does not share with non -affiliates so they can market to you Joint marketing A formal agreement between non-affiliated financial companies that together market financial products or services to you. • Old Republic Title doesn't jointly market. Page 3 Affiliates Who May be Delivering This Notice American First Title American Attorneys' Title Fund Compass Abstract, Inc. eRecording Partners & Trust Company Guaranty Title Services, LLC Network, LLC Insurance Company Genesis Abstract, LLC Guardian iMarc, Inc. Kansas City L.T. Service Corp. Consumer Services, Management Inc. Group, LLC Lenders Inspection Lex Terrae Lex Terrae, Ltd. Mississippi Valley National Title Agent's Company National Title Title Services Services Company Services, Inc. Company Old Republic Branch Old Republic Old Republic Escrow Old Republic Old Republic National Information Services, Diversified of Vancouver, Inc. Exchange Company Ancillary Services, Inc. Inc. Services, Inc. Old Republic National Old Republic Old Republic National Old Republic Title Old Republic Title Commercial Title Title and Escrow Title Insurance Company Companies, Inc. Services, Inc. of Hawaii, Ltd. Company Old Republic Title Old Republic Title Old Republic Title Old Republic Title Old Republic Title Company of Conroe Company of Company of Nevada Company of Company of Oregon Indiana Oklahoma Old Republic Title Old Republic Title Old Republic Title Old Republic Title Old Republic Title, Ltd. Company of St. Louis Company of Information Concepts Insurance Agency, Tennessee Inc. RamQuest Software, Republic Abstract Sentry Abstract Surety Title The Title Company of Inc. & Settlement, LLC Company Agency, Inc. North Carolina Trident Land Transfer Company, LLC