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HomeMy WebLinkAboutContract 63549CSC No. 63549 CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the DENTON CAIN ENTERPRISES, LLC ("Purchaser"), a Texas limited liability company, and the CITY OF FORT WORTH ("Seller"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, as of the date on which this Contract is executed by the last to sign of Seller and Purchaser ("Effective Date"). RECITALS WHEREAS Seller is the owner of a certain property known as Lot 5, Block 27, Woodhaven County Club Estates, located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 (Tarrant Appraisal District Account No. 03615871); and WHEREAS Section 253.014 of the Texas Local Government Code allows a municipality to sell its property by contracting with a broker, provided that the property is listed with a multiple -listing service for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash offer. The Seller contracted with Pattie Pearson, a licensed broker, and, on or about November 19, 2024, the property located at 913 High Woods Trail was listed for $238,990.00; and WHEREAS the Purchaser submitted the highest cash offer in the amount of Two Hundred Twenty -Five Thousand Dollars and No/100 ($225,000.00.). 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 0.4077 acres of real property known as Lot 5, Block 27, Woodhaven County Club Estates, located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 (Tarrant Appraisal District Account No. 03615871) (the "Land"), as more particularly described in Exhibit "A." attached hereto and incorporated herein for all purposes, together with all of Seller's rights, titles and interests, if any, in and to (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 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"). OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Contract of Sale and Purchase Page- 1 - of 19 913 High Woods Trail (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. The waiver of surface rights by Seller shall never be construed to prevent Seller, or Seller'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 located on tracts outside the Property. In addition, Purchaser shall allow the operator of the gas well currently located on the Property and its agents and contractors to continue to use the existing road located on Purchaser's adjoining property to access the gas well pad site located on the Property. Section 2. Earnest Monev. Purchase Price. and independent Consideration. (a) Within five (5) calendar days after the Effective Date, Purchaser must deliver to the Title Company as escrow agent an Earnest Money deposit of Two Thousand, Two Hundred Fifty Dollars and No/100 ($2,250.00) 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 the expiration of the Option Period (hereinafter defined) or (ii) paid to Seller if Purchaser does not terminate and the Earnest Money is payable to Seller pursuant to Section 14(a) of this Contract. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is Two Hundred Twenty -Five Thousand Dollars and No/100 ($225,000.00.) to be paid in cash at Closing. (c) Contemporaneously with the Effective Date hereof, Purchaser shall deliver to Seller a check in the amount of One Hundred and 00/ 100 Dollars ($100.00) ("Independent Consideration"), which amount the parties bargained for and agreed to as consideration for Seller's execution and delivery of this Contract. This Independent Consideration is in addition to and independent of any other consideration or payment provided in this Contract, is non-refundable and shall be retained by Seller notwithstanding any other provisions of this Contract. If the transaction set forth in this Contract closes, Purchaser shall receive a credit against the Purchase Price in the amount of the Independent Consideration. Section 3. Title Commitment and Survev. (a) Within ten (10) calendar days after the Effective Date, Purchaser shall obtain, at Purchaser's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Old Republic Title Company, 4421 Oak Park Lane, #102, Fort Worth, Texas 76109, Attn: Misty Taylor (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 Purchaser, 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 has obtained a survey of the Property ("Survey") prepared J. B. Davies, TBPE&LS No. 10159100, at Purchaser's sole cost and expense. The description of the Property prepared as a part of the Survey will be used in all the documents set forth in this Contract that require a legal description of the Property. Contract of Sale and Purchase Page- 2-of 19 913 High Woods Trail (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending thirty (30) calendar days after Purchaser's receipt of the Title Commitment 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 (10 ') 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 (5t"> 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. (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 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, to the extent in Seller's possession or reasonable control, (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. During the Option Period (hereinafter defined) 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 (collectively "Purchaser's Agents") 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. 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, and their respective agents, employees and contractors. Notwithstanding anything to the contrary in this Contract, Purchaser's obligation to repair damages to the Property Contract of Sale and Purchase Page - 3 - of 19 913 High Woods Trail and to indemnify Seller pursuant to this Section (collectively the "Surviving Obligations") will survive the termination of this Contract and shall survive Closing. 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. QUtion Period. (a) Notwithstanding anything to the contrary contained in this Contract, until thirty (30) 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 except the Surviving Obligations. (c) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Ll_psinu 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 (30) calendar days after the expiration of the Option Period. 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: (i) 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 Contract of Sale and Purchase Page- 4-of 19 913 High Woods Trail (iv) Any other instrument or document reasonably 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 as provided in this Contract. (3) Title Company shall issue to Purchaser, at Purchaser'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, subject to the delivery to Title Company of a survey of the Property approved by the Title Company, and the payment of the appliable premium by Purchaser, 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, 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"; (4) Purchaser shall each pay all escrow fees charges by the Title Company. All recording fees and any other closing costs as set forth by the Title Company shall be paid the Purchaser. (b) Seller qualifies 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 Purchaser. As soon as the amount of taxes and assessments on the Property for the current year is known, Purchaser shall be responsible for any and all taxes and assessments applicable to the Property on and after the date of Closing. 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 Renresentations. 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 Contract of Sale and Purchase Page- 5-of 19 913 High Woods Trail 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 governmental 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. To the best of Seller's actual knowledge, except as otherwise disclosed in the Title Commitment or disclosed to Purchaser during the Option Period, no lease, contract or agreement exists relating to the Property or any portion thereof which is not terminable 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 partthereof; (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, except as disclosed by the Due Diligence Material: (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 Contract of Sale and Purchase Page- 6-of 19 913 High Woods Trail 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. PURCHASER IS RELYING ON PURCHASER'S OWN DUE DILIGENCE INVESTIGATION IN MAKING ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER OR ANYONE ACTING ON BEHALF OF SELLER, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER EXPRESSLY SET FORTH IN TIDS CONTRACT. EXCEPT AS SET FORTH IN THE DEED AND IN THIS CONTRACT, THE PROPERTY IS BEING SOLD "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER THE PROPERTY IS IN VIOLATION OF ANY CITY, STATE OR FEDERAL LAWS, RULES, CODES, ORDERS, REGULATIONS OR ORDINANCES (COLLECTIVELY CALLED "LAWS"), INCLUDING, WITHOUT LIMITATION, ANY LAWS RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY. THIS PROVISION SHALL SURVIVE THE CLOSING AND SHALL BE INCLUDED IN THE DEED. Section 10. Seller's Covenants. (a) Updating of Information. Seller acknowledges that Purchaser will rely upon the Due Diligence Material 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. Otherwise, Seller provides no warranty as to the accuracy or completeness of the Due Diligence Material. (b) Prohibited Activities. During the term of this Contract, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and 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 Contract, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may reasonably 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 Contract of Sale and Purchase Page- 7-of 19 913 High Woods Trail or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall I 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, and Seller shall bear no cost or incur any liability in connection with such cooperation. Section 11. Broker. Seller and Purchaser each represents to the other that it has had no dealings, negotiations, or consultations with any broker, representative, employee, agent or other intermediary in connection with the sale of the Property, other than is Pattie Pearson Realty ("Seller's Broker"). Seller shall pay a commission to Seller's Broker pursuant to a separate written agreement between Seller and Seller's Broker. Section 12. Closin Documents. No later three (3) business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents described in Section 8(a)(i) for Purchaser's review. 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: Denton Cain Enterprises, LLC 218 W. Broadway Ave, #619 Fort Worth, Texas 76104 (c) The address of Seller under this Contract is: City of Fort Worth Property Management Department 100 Fort Worth Trail, IOth Floor Fort Worth, Texas 76102 Attn: Andrea McIntosh Telephone: 817-392-6253 With a copy to: Leslie Hunt City Attorney's Office 100 Fort Worth Trail, 19th Floor Fort Worth, Texas 76102 Telephone 817-392-7600 Contract of Sale and Purchase Page- 8-of 19 913 High Woods Trail (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 (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, 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 consummde 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 Se) ler' 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 receive a refund of the Earnest Money, and neither party hereto shall have any further rights or obligations hereunder, except the Surviving Obligations; (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 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. Contract of Sale and Purchase Page- 9-of 19 913 High Woods Trail 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 terms of 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. Counternarts. 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. Terminolouv. 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. Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. Section 27. Attornev's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party or parties may be entitled. Section 29. City Council Annroval. Notwithstanding 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"). Contract of Sale and Purchase Page- 10 - of 19 913 High Woods Trail This Contract is EXECUTED as of the Effective Date. SELLER: CITY OF FORT WORTH, TEXAS By: Valerie Washington(Jun 27,202509:27 CDT) Valerie Washington, Assistant City Manager Date: 06/27/2025 PURCHASER: DENTON CAIN ENTERPRISES, LLC By: Bran n(J- 18, 202520.48 CDT) Brandon Denton Owner Date: 06/18/2025 ATTEST: on,� Fonr�n�aa�o PQ11 89dd0 Pva gSp Jannette S. Goodall Il nE��,g�a� City Secretary M&C: 25-0353 Date: April 22, 2025 APPROVED AS TO LEGALITY AND FORM: Thomas Hansen Assistant City Attorney Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Gf1yLLL?�IdG �'!� OFFICIAL RECORD Andrea McIntosh, Land Agent CITY SECRETARY Property Management Department - Real Estate Division FT. WORTH, Tx Contract of Sale and Purchase Page- 11 - of 19 913 High Woods Trail By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Old Republic Title Company Lo Name: Title: Date: Contract of Sale and Purchase Page - 12 - of 19 913 High Woods Trail Exhibit A The Land LOT 5, BLOCK 27, SEVENTH FILING WOODHAVEN COUNTRY CLUB ESTATES, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO PLAT RECORDED IN VOLUME 388-109, PAGE 46, DEED RECORDS OF TARRANT COUNTY, TEXAS. Contract of Sale and Purchase Page -13 - of 19 913 High Woods Trail Exhibit B Form of Deed Without Warrantv 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. DEED WITHOUT WARRANTY Date: Grantor: THE CITY OF FORT WORTH, TEXAS, A HOME RULE MUNICIPAL CORPORATION Grantor's Mailing Address (including County): 100 FORT WORTH TRAIL FORT WORTH, TARRANT COUNTY, TEXAS 76102 Grantee: DENTON CAIN ENTERPRISES, LLC Grantee's Mailing Address (including County): 218 W. BROADWAY AVE, #619 FORT WORTH, TARRANT COUNTY, TEXAS 76104 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 SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. Contract of Sale and Purchase Page-14-of 19 913 High Woods Trail 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, ON 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, without express or implied warranty. All warranties that might arise by common law as well as the warranties in section 5.023 of the Texas Property Code (or its successor) are excluded. This document may be 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. GRANTEE IS RELYING ON GRANTEE'S OWN DUE DILIGENCE INVESTIGATION IN MAKING ITS DECISION TO PURCHASE THE PROPERTY AND HAS NOT RELIED ON ANY REPRESENTATIONS OR WARRANTIES OF GRANTOR OR ANYONE ACTING ON BEHALF OF GRANTOR, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF GRANTOR EXPRESSLY SET FORTH IN THAT CERTAIN CONTRACT OF SALE AND PURCHASE BETWEEN GRANTOR AND GRANTEE DATED JUNE _ , 2025 (THE "CONTRACT"). EXCEPT AS SET FORTH IN THIS DEED AND IN THE CONTRACT, THE PROPERTY IS BEING SOLD "AS IS" AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO WHETHER THE PROPERTY IS IN VIOLATION OF ANY CITY, STATE OR FEDERAL LAWS, RULES, CODES, ORDERS, REGULATIONS OR ORDINANCES (COLLECTIVELY CALLED "LAWS"), INCLUDING, WITHOUT LIMITATION, ANY LAWS RELATING TO THE ENVIRONMENTAL CONDITION OF THE PROPERTY. Contract of Sale and Purchase Page-15-of 19 913 High Woods Trail GRANTOR: THE CITY OF FORT WORTH, TEXAS A HOME RULE MUNICIPAL CORPORATION LE Valerie Washington Assistant City Manager Date: NOTICE: This document affects your legal rights. Read it carefully before signing. APPROVED AS TO FORM AND LEGALITY: LE M&C: 25-0353 Date: April 22, 2025 (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared Valerie Washington, 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] Contract of Sale and Purchase 913 High Woods Trail Page-16-of 19 ACCEPTED AND AGREED TO: DENTON CAIN ENTERPRISES, LLC (Acknowledgment) THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared of Denton Cain Enterprises, LLC, 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 Denton Cain Enterprises, LLC, a Texas limited liability company, 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: Contract of Sale and Purchase Page-17-of 19 913 High Woods Trail EXHIBIT "A" THE PROPERTY LOT 5, BLOCK 27, SEVENTH FILING WOODHAVEN COUNTRY CLUB ESTATES, AN ADDITION TO THE CITY OF FORT WORTH, TARRANT COUNTY, TEXAS, ACCORDING TO PLAT RECORDED IN VOLUME 388-109, PAGE 46, DEED RECORDS OF TARRANT COUNTY, TEXAS. Contract of Sale and Purchase Page-18-of 19 913 High Woods Trail EXHIBIT "B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 19 - of 19 913 High Woods Trail M&C Review Page 1 of 2 A CITY COUNCIL AGEND Create New From This M&C DATE: 4/22/2025 REFERENCE NO.: **M&C 25- 0353 CODE: L TYPE: CONSENT Official site of the City of Fort Worth, Texas FORT WORTH LOG NAME: 21 CFO SALE OF 913 HIGH WOODS TRL PUBLIC NO HEARING: SUBJECT: (CD 5) Authorize the Direct Sale of City Fee -Owned Property Located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 to Denton Cain Enterprises, LLC for a Sales Price of $225,000.00 in Accordance with Section 253.014 of the Texas Local Government Code INxd0]l,ILy,1=1►117_119101PI It is recommended that the City Council: Authorize the direct sale of City fee -owned property located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76107 to Denton Cain Enterprises, LLC for a sales price of $225,000.00 in accordance with Section 253.014 of the Texas Local Government Code; and Authorize the City Manager or his designee to execute and record the appropriate instruments conveying the property to complete the sale. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the conveyance of approximately 0.4077?acres of land, including any structures, being Block 27, Lot 5 of Woodhaven Country Club Estates and?located at 913 High Woods Trail, Fort Worth, Tarrant County, Texas 76112 (Tarrant Appraisal District Account No. 03615871) (the Property)?to Denton Cain Enterprises, LLC (the Buyer).?The Property was acquired by the City through a Voluntary Acquisition in 2020 through M&C No. 20-0292 in connection with the High Woods Storm Drain Reconstruction project (City Project No. 102070), which was initiated to rehabilitate the failing storm drain pipe and retaining wall adjacent to the Property. The Property is now recommended for sale based on the completion of the City's rehabilitation project. Section 253.014 of the Texas Local Government Code allows a municipality to sell City -owned property by contracting with a broker, provided that the property is listed with a multiple -listing service for at least thirty (30) days and that the property is sold to the buyer who submits the highest cash offer.?The City contracted with Pattie Pearson, a licensed broker under the Occupations Code,?on October 25, 2024. On November 19, 2024, the Property was listed with a multiple -listing service for $238,990.00 with bidding open for at least ninety (90) days. The City also published notice of its intention to sell the Property in the?Fort Worth Star-Telegram?and for at least four weeks on the City's Property Management Real Property Sales webpage.?? Staff recommends accepting the Buyer's?offer of $225,000.00, which was the highest cash offer. The Buyer will also be responsible for all closing costs. Upon closing, the proceeds from the sale of the Property will be used for future Stormwater Capital projects. The property is located in COUNCIL DISTRICT 5. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and sale of the property, funds will be deposited into the High Woods Storm Drain Reconstruction project within the Stormwater Capital Projects Fund. The Property Management Department (and Financial http://apps.cfwnet.org/council_packet/mc review.asp?ID=33216&councildate=4/22/2025 5/8/2025 M&C Review Page 2 of 2 Management Services) is responsible for the collection and deposit of funds due to the City. TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget I Reference # Amount ID ID Year I (Chartfield 2) Submitted for Citv Manager's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 913 Hiah Woods Trl.pdf (Public) FID Table 913HiahWoodsTrl.xlsx (CFW Internal) Form1295-Denton Cain Ent.odf (CFW Internal) Valerie Washington (6199) Marilyn Marvin (7708) Jennifer Dyke (2714) http://apps.cfwnet.org/council_packet/mc review.asp?ID=33216&councildate=4/22/2025 5/8/2025