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HomeMy WebLinkAboutContract 63937CSC No. 63937 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 TR 2908 TEX, A PROTECTED SERIES OF TAN RU ENTERPRISES LLC., (collectively, the "Seller") 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 48.60 acres of real property, being all that certain lot, tract or parcel of land situated in the John H. Conner Survey, Abstract No. 285, William R. Reeder Survey, Abstract No. 1303, Robinson, Horace Survey, Abstract 1315, the James F. Redding Survey, Abstract No. 1302, and the J. Brockmann Survey, Abstract No. 102 Tarrant County, Texas, commonly known as 5501 Randol Mill Road, City of Fort Worth, Tarrant County, Texas, 76112, that land described in deed to TR 2908 TEX, a protected series of Tan Ru Enterprises LLC, recorded in Instrument No. D224036785, Official Public Records, Tarrant County, Texas (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 (15) business days after the Effective Date, Purchaser must deliver to the Title Company's escrow agent an Earnest Money deposit of Fifteen Thousand and 00/100 Dollars ($15,000.00) 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 OFFICIAL RECORD Contract of Sale and Purchase CITY SECRETARY Page - 1 - of 18 5501 Randol Mill FT. WORTH, TX expiration of the Contract's Option Period or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its obligation to close. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is One Million, Five Hundred Thousand and 00/100 Dollars ($1,500,000.00). Section 3. Title Commitment and Survev. (a) Within ten (10) business days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Alamo Title, 4217 Camp Bowie Blvd, 3rd Floor, Fort Worth, TX 76107, Attention: Lavonne Keith (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, the best available publicly accessible 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, Seller 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, (iv) include the Surveyor's registered number and seal and the date of the Survey, and (v) include a metes and bounds legal description of the water line easement to be reserved by Seller in the Deed. 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 thirty (30) calendar days after the later to occur of (i) Purchaser's receipt of the Title Commitment or (ii) provided that Purchaser ordered the Survey within ten (10) calendar days of receiving the Title Commitment, 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. Contract of Sale and Purchase Page - 2 - of 18 5501 Randol Mill 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 five (5) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review, to the extent in Seller's possession, (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). Purchaser's obligations under this Section 5 shall survive any termination of this Contract. Section 6. Option Period. (a) Notwithstanding anything to the contrary contained in this Contract, until 60 (sixty) 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 for those obligations that expressly survive such termination. (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. Contract of Sale and Purchase Page - 3 - of 18 5501 Randol Mill 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. 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 (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 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, 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"; provided that such Owner Policy may be delivered following the Closing as long as Title Company has, prior to the Closing, issued to Purchaser a binding commitment to deliver such Owner Policy; Contract of Sale and Purchase Page - 4 - of 18 5501 Randol Mill (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. (b) Seller qualifies for, and Purchaser will qualify for, exemption from ad valorem taxation for the Property and no ad valorem taxation shall accrue or be prorated hereunder. (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, except that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, bulk sales, preference, equitable subordination, marshalling or other similar laws of general application now or hereafter in effect relating to the enforcement of creditors' rights generally and except that the remedies of specific performance, injunction and other forms of equitable relief are subject to certain tests of equity jurisdiction, equitable defenses and the discretion of the court before which any proceeding therefor may be brought; 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 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. Except as otherwise disclosed in the Title Commitment, no lease, contract or agreement exists relating to the Property or any portion thereof Contract of Sale and Purchase Page - 5 - of 18 5501 Randol Mill 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 part thereof, (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. The phrase "to Seller's knowledge" is intended to mean the current, actual knowledge of the Seller, without any investigation or inquiry, and does not include constructive knowledge, imputed knowledge, or knowledge that such person does not have but could have obtained through further investigation or inquiry. No person stipulated immediately above nor the person signing this Contract on behalf of Seller shall have personal liability under or in connection with this Contract. The representations of Seller in this Section 9 are made as of the Effective Date. Seller makes no representation that there will not be a change in any of the matters referred to therein between the Effective Date and the date of Closing as a result of facts or circumstances that have changed subsequent to the Effective Date, other than as a result of a breach by Seller of its covenants or other obligations in this Contract or other intentional acts of Seller. In the event Seller obtains actual knowledge that any representation or warranty of Seller is not true or correct in any material respect, whether or not existing as of the Effective Date (hereinafter collectively referred to as a "Breach") and such knowledge of the Breach is obtained before the Closing, Seller shall notify Purchaser as to the Breach within five (5) business days after Seller first obtains such knowledge of the Breach. If Purchaser obtains actual knowledge of any Breach and does not notify Seller as to the Breach within ten (10) business days after Purchaser first obtains such actual knowledge of the Breach, the representation or warranty shall be deemed amended to the minimum extent necessary to cause the representation or warranty to be true. If Purchaser or Seller notifies the other party as to a Breach and Seller does not cure the Breach Contract of Sale and Purchase Page - 6 - of 18 5501 Randol Mill within five (5) business days after Seller's receipt of such notice from Purchaser or Purchaser's receipt of such notice from Seller (as applicable), then Purchaser shall be entitled to terminate this Contract by written notice to Seller within ten (10) business days after the expiration of Seller's five (5) business day cure period. If Purchaser timely terminates this Contract pursuant to the preceding sentence, the Earnest Money shall be returned to Purchaser and except for the Surviving Obligations, the parties shall have no further obligations under this Contract. If Purchaser does not timely terminate this Contract within such 10-business day period, the applicable representation shall be deemed amended to the minimum extent necessary to eliminate the Breach and Purchaser shall have no further right to terminate this Contract in connection with the specific Breach at issue. Notwithstanding any provision contained herein to the contrary: (i) Seller shall have no liability for a breach of a representation or warranty caused by a change of facts or circumstances or any third party which occurs after the Effective Date, other than as a result of a breach by Seller of its covenants or other obligations in this Contract or other intentional acts of Seller or those of any other party then acting subject to Seller's direction or control; (ii) if Purchaser does not terminate this Contract prior to expiration of the Option Period, Purchaser shall be deemed to have waived any breach of Seller's representations or warranties actually known to Purchaser prior to expiration of the Option Period and the applicable representation or warranty shall be deemed amended as of the expiration of the Inspection Period to the minimum extent necessary to cure the Breach; and (iii) if Purchaser does not terminate this Contract prior to the Closing, Purchaser shall be deemed to have waived any Breach of Seller's representations or warranties known by Purchaser prior to the Closing and the applicable representation or warranty shall be deemed amended as of Closing to the minimum extent necessary to cure the breach. EXCEPT AS SET FORTH IN THIS CONTRACT AND ANY DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, PROFITABILITY, OPERATING HISTORY OR PROJECTIONS WITH RESPECT TO THE PROPERTY, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (1) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, HABITABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, OR (II) THE MANNER OR QUALITY OF THE PROPERTY. EXCEPT AS SET FORTH IN THIS CONTRACT AND ANY DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING, PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY UPON, ANY REPRESENTATION OR WARRANTY OF SELLER OR ANY AGENT OF SELLER. PURCHASER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME. EXCEPT AS SET FORTH IN THIS CONTRACT AND ANY DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING, PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," AND "WITH ALL FAULTS." EXCEPT AS SET FORTH IN THIS CONTRACT AND ANY DOCUMENT EXECUTED BY SELLER AND DELIVERED TO PURCHASER IN CONNECTION WITH THE CLOSING, THERE ARE NO WARRANTIES OR REPRESENTATIONS BY SELLER, ANY AGENT OF SELLER OR ANY THIRD -PARTY COLLATERAL TO OR AFFECTING THE PROPERTY. THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE CLOSING AND SHALL NOT MERGE WITH Contract of Sale and Purchase Page - 7 - of 18 5501 Randol Mill THE PROVISIONS OF ANY CLOSING DOCUMENTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS PARAGRAPH WERE A MATERIAL FACTOR IN THE DETERMINATION OF THE PURCHASE PRICE FOR THE PROPERTY. 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 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 as a public park, 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. Agents. Seller has represented that it has engaged the services of an agent, broker, or other similar party in connection with this transaction and Seller represents and warrants herein that Seller will be responsible for all commissions and fees related to this transaction. Purchaser represents and warrants it has not engaged the services of an agent, broker, or other similar party in connection with this transaction and Purchaser will not be responsible for any commissions and fees related to this transaction. 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 Contract of Sale and Purchase Page - 8 - of 18 5501 Randol Mill 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: Jeremy Van Rite Telephone: 817-392-2574 With a copy to: Thomas R. Hansen City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 Telephone 817-392-7600 (c) The address of Seller under this Contract is: TR 2908 TEX, a protected series of Tan Ru Enterprises LLC. 704 NEWPORT ROAD FORT WORTH, TX 76120 (d) From time to time either party may designate another address 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: Contract of Sale and Purchase Page - 9 - of 18 5501 Randol Mill (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; provided, that any suit for specific performance must be brought within sixty (60) days of Seller's default. 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 twenty-four (24) months and one day 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 no adjustment in the Purchase Price, in which case all condemnation proceeds with respect to the Property shall belong to Purchaser. 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. Contract of Sale and Purchase Page - 10 - of 18 5501 Randol Mill 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 of 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. 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 parry 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 parry or parties may be entitled. Section 28. City Council Approval. Notwithstanding anything herein to the contrary, Seller hereby acknowledges and agrees that the Purchaser's execution of this Contract, its representations and warranties under this Contract, Purchaser's willingness and agreement to purchase the Property, and to consummate the transactions contemplated under this Contract, including conveyance or reservation of the easements for future utilities, are expressly subject to and contingent upon the approval of the Fort Worth City Council in a public meeting ("City Council Approval"). Purchaser expects that City Council Approval shall occur within the Option Period. Section 29. No Other Parties/No Alter ELYo. Purchaser recognizes that this Contract is with Seller, and not Seller's Managers, Members, Partners, agents or representatives (collectively and individually, the "Non -Parties"). Purchaser recognizes that the Non -Parties are not the alter ego of, or otherwise responsible for, Purchaser and covenants to never assert to the contrary. [signature page follows] Contract of Sale and Purchase Page -11 - of 18 5501 Randol Mill This Contract is EXECUTED as of the Effective Date. SELLER: TR 2908 TEX, A PROTECTED SERIES OF TAN RU ENTERPRISES LLC. Evio Nat- man By: Eric Wth—(Sep 9,202515:21.38 CDT) Eric Nathman Director Date: 09/09/2025 PURCHASER: CITY OF FORT WORTH, TEXAS By. Vagton(Sep 10, 202516:04:38 CDT) Valerie Washington, Assistant City M anager Date: 09/10/2025 ATTEST: b A'.'� Jannette S. Goodall City Secretary M&C: Date: -s'- bnq �a �� �° �ooRT ad o o 10, QVo o o 000000000 d �a0 Q� nEXA?oa � APPROVED AS TO LEGALITY AND FORM: Thomas. R. 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. Jeremy Van Rite, Senior Land Agent Property Management Department — Real Estate Division Contract of Sale and Purchase 5501 Randol Mill OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page -l2-ofl8 By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Alamo Title Name: Title: Date: Contract of Sale and Purchase Page - 13 - of 18 5501 Randol Mill Exhibit A The Land BEING all that certain lot, tract or parcel of land situated in the John H. Conner Survey, Abstract No. 285, William R. Reeder Survey, Abstract No. 1303, and the James F. Redding Survey, Abstract No. 1302, Tarrant County, Texas, being tracts of land known as Tract 1 and Tract 2 described in deed to Woodhaven Country Club, LLC., recorded under Instrument No. D222255332, Deed Records, Tarrant County, Texas (D.R.T.C.T.), and being more particularly described by the following metes and bounds description: BEGINNING at a 5/8 inch iron rod found for corner in the Northwest line of Randol Mill Road, at the South corner of a tract of land described in deed to CKK Residential Group II, LLC., a Texas limited liability company, recorded under Instrument No. D219154644 (D.R.T.C.T.), being the Southerly East corner of said Woodhaven Country Club, LLC tract; THENCE South 54 deg. 48 min. 24 sec. West, with the Northwest line of said Randol Mill Road a distance of 1487 .22 feet to a 5/8 inch iron rod found for corner; THENCE South 77 deg. 04 min. 19 sec. West, a distance of 10.67 feet to a 1 /2 inch iron rod found for corner, being the beginning of a curve to the right having a central angle of 18 deg. 22 min. 15 sec., a radius of 1040.00 feet, and a chord bearing and distance of South 86 deg. 32 min. 47 sec. West, 332.03 feet; THENCE Southwesterly along said curve to the right an arc distance of 333.46 feet to a 5/8 inch iron rod found for corner; THENCE South 84 deg. 20 min. 40 sec. West, a distance of 108.03 feet to a 5/8 inch iron rod found for comer at the Easterly Southeast corner of a tract of land described in deed to City of Fort Worth, recorded under Instrument No. D197148710 (D.R.T.C.T.); THENCE North 02 deg. 04 min. 00 sec. East. a distance of 28.47 feet to a point for corner, being the beginning of a curve to the left having a central angle of 66 deg. 46 min. 23 sec., a radius of 203.26 feet, and a chord bearing and distance of North 31 deg. 19 min. 11 sec. West, 223.70 feet, from which a 5/8 inch iron rod found for reference bears North 61 deg. 05 min. 30 sec. East, a distance of 2. 19 feet THENCE Northwesterly along said curve to the left an arc distance of 236.88 feet to a 5/8 inch iron rod found for corner; THENCE North 00 deg. 48 min. 26 sec. West, passing at a distance of 108.71 feet a 5/8 inch iron rod found on line for reference and continuing for a total distance of 260.91 feet to a point for corner; THENCE North 36 deg. 17 min. 18 sec. East, a distance of 240. 78 feet to a point for corner; THENCE North 14 deg. 37 min. 37 sec. East, a distance of 615.00 feet to a point for corner; THENCE North 19 deg. 25 min. 41 sec. East, a distance of 328.72 feet to a point for corner, being the beginning of a curve to the left having a central angle of 18 deg. 47 min. 26 sec., a radius of 754.91 feet, and a chord bearing and distance of North 10 deg. 01 min. 58 sec. East, 246.47 feet; THENCE Northwesterly along said curve to the left an arc distance of 247.58 feet to a point for corner; THENCE North 01 deg. 08 min. 16 sec. East, a distance of 201.50 feet to a point for corner, being the beginning of a curve to the right having a central angle of 88 deg. 28 min. 44 sec., a radius of 235.00 feet, and a chord bearing and distance of North 45 deg. 22 min. 38 sec. East, 327.90 feet; THENCE Northeasterly along said curve to the right an arc distance of 362.90 feet to a point for corner; THENCE North 89 deg. 37 min. 00 sec. East, a distance of 116.82 feet to a point for corner in the Western line of a tract of land described in deed to Tarrant County Water Control and Improvement District Number One, recorded in Volume 8938, Page 466 (D.R.T.C.T.), at the Easterly Southeast corner of a tract of land described in deed to Kenneth B. Newell and David R. Newell, recorded in Volume 9885, Page 878 (D.R.T.C.T.); THENCE South 00 deg. 57 min. 19 sec. West, a distance of 92.38 feet to a 5/8 inch iron rod found for corner at the Southwest corner of said Tarrant County Water Control and Improvement District Number One tract; THENCE North 89 deg. 40 min. 49 sec. East, a distance of 375.53 feet to a 5/8 inch iron rod found for corner at an ell corner of said Tarrant County Water Control and Improvement District Number One tract; THENCE South 18 deg. 14 min. 04 sec. West, a distance of 619.19 feet to a 1/2 inch iron rod found for comer at the Southerly West corner of said Tarrant County Water Control and Improvement District Number One tract; THENCE South 48 deg. 28 min. 30 sec. East, a distance of 1067.39 feet to the PLACE OF BEGINNING and containing 2,117,091 square feet or 48.60 acres of land. Contract of Sale and Purchase Page - 14 - of 18 5501 Randol Mill 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 IY1111:417:7►T/0I3i g10104M1OW111u1:311:R SPECIAL WARRANTY DEED Date: Grantor: TR 2908 TEX, A PROTECTED SERIES OF TAN RU ENTERPRISES LLC. Grantor's Mailing Address (including County): TR 2908 TEX, a protected series of Tan Ru Enterprises LLC. 704 NEWPORT ROAD FORT WORTH, TX 76120 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 -15 - of 18 5501 Randol Mill 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. For Grantor and Grantor's heirs, successors, and assigns, in common with Grantee and Grantee's heirs, successors, and assigns, a reservation of an easement over, on, and across the Property for the Easement Purpose and for the benefit of the Dominant Estate Property, and portions thereof, together with all and singular the rights and appurtenances thereto in any way belonging, in accordance with the terms and conditions set forth below. 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, by, through or under Grantor, but not otherwise, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, 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. [signature page follows] Contract of Sale and Purchase Page - 16 - of 18 5501 Randol Mill GRANTOR: TR 2908 TEX, A PROTECTED SERIES OF TAN RU ENTERPRISES LLC Eric Nathman Director Date: NOTICE: This document affects your legal rights. Read it carefully before signing. (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared Eric Nathman, Director of TR 2908 TEX, a protected series of TAN RU ENTERPRISES, LLC., 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 the TR 2908 TEX, a protected series of TAN RU ENTERPRISES, LLC., a for profit limited liability corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of 2024. Notary Public [SEAL] Contract of Sale and Purchase Page - 17 - of 18 5501 Randol Mill Kca01W11101lx.lelPX.T14SDID)omIla CITY OF FORT WORTH Valerie Washington Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Thomas R. Hansen Assistant City Attorney M&C: Date: (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 2024. Notary Public [SEAL] CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 100 FORT WORTH TRAIL FORT WORTH, TEXAS 76102 Contract of Sale and Purchase Page - 18 - of 18 5501 Randol Mill