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HomeMy WebLinkAbout064504 - Construction-Related - Contract - Alliance Industrial Partners, LLCCSC No. 64504 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT ("A�reement") is made and entered into effective as of the Effective Date by and between the CITY OF FORT WORTH, a Texas home-rule municipality ("Seller"), and ALLIANCE INDUSTRIAL PARTNERS, LLC, a Delaware Limited Liability Company ("Purchaser"). SECTION 1 — DEFINITIONS Definitions. As used herein, the following terms have the meanings given to them below: Broker: On behalf of Seller: Davidson & Bogel Real Estate, LLC, 2929 Carlisle Street, Suite 250, Dallas, Texas 75204, Attn: Collins Meier, Telephone: (214) 526-3626, Email: cmeier@db2re.com ("Seller's Broker"). On behalf of Purchaser: Dosch Marshall Real Estate Attn: Joey Tyner, Telephone: (830) 609-8522, Email: joey.tyner@dmre.com ("Purchaser's Broker"). Closin�: The exchange of documents and funds to consummate the transaction contemplated herein. Closin� Date: The date of Closing, which will be no later than thirty (30) days after expiration of the Inspection Period. Code: The Internal Revenue Code of 1986, as heretofore or hereafter amended, and the regulations from time to time promulgated thereunder. Coun : Tarrant County, the county in which the Property is located. Deed: A special warranty deed, in the form of Exhibit C attached hereto and incorporated herein by reference, conveying the Land and Improvements to Purchaser, subject to the Permitted Exceptions (as defined below) and the deed restrictions described in Section 12.9. Earnest Monev: Funds delivered by Purchaser to Escrow Agent in accordance with Section 4(less the Independent Consideration), to be held by Escrow Agent and applied to the Purchase Price or otherwise disbursed in accordance with the provisions of this Agreement. If all or a portion of the Earnest Money is required to satisfy any of Purchaser's obligations under this Agreement, then the term 'Barnest Monev" will refer to the portion remaining after the satisfaction of such obligations, if any. Effective Date: The date on which this Agreement is executed by the latter to sign of Purchaser or Seller, as indicated on the signature page of this Agreement. If the execution date is left blank by either Purchaser or Seller, the Effective Date shall be the execution date inserted by the other party. Escrow A�ent: Title Company. Improvements: All right, title and interest of Seller in and to any structures, fixtures, utility lines and infrastructure, if any, presently situated on or under the Land. Inspection Period: The period of time beginning on the Effective Date and ending at ll:59 p.m. Fort Worth, Texas, time on the date that is one hundred and fifty (150) days thereafter or after any subsequent Inspection Period Extension permitted under this Agreement. I oFF�c�a� RecoRo CITY SECRETARY FT. WORTH, TX PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 1 ALLIANCE INDUSTRIAL PARTNERS, LLC Land: Approximately 10.488 acres located at 1304 Westport Parkway, Haslet, Texas 76177 (Tarrant Appraisal District Account No. 04015185), being a part of the B. Lavois Survey, Abstract No. 991, Tract 1 in Tarrant County, Texas and being a portion of the property conveyed to the City of Fort Worth by instrument number D202161556 of the Official Real Property Records of Tarrant County, Texas, being more particularly described on Exhibit A attached hereto and incorporated herein by reference, together with all benefits, privileges, hereditaments, rights and appurtenances pertaining to such land; save and except, however: (i) any and all oil, gas and other minerals owned by Seller and lying under, in, on or about or constituting a part of such land and all other subsurface rights (the "Subsurface Ri�hts"), which shall be reserved to Seller subject to a waiver of surface rights as set forth in the Deed; and (ii) an avigation easement for the free and unobstructed passage of aircraft over the Property, which shall be reserved to Seller as set forth in the Deed. Permitted Exceptions: The defects, liens, encumbrances and other matters affecting title to the Property to which Purchaser does not object or is deemed to have accepted in accordance with this Agreement. Pronertv: The Land and Improvements. Purchase Price: The Purchase Price in the amount and manner required by Section 3 Purchaser: The party described as Purchaser in the initial paragraph of this Agreement, and any and all successors and assigns of such party, subject to the provisions of Section 143. Seller: The party described as Seller in the initial paragraph of this Agreement. State: Texas, the state in which the Property is located. Survivin� Obli�ations: Liabilities and obligations which, by their express terms, survive the Closing or the termination of this Agreement. Title Commitment: A current Commitment for Title Insurance pertaining to the Property for the issuance to Purchaser of the Title Policy from the Title Company. Title Companv: Rattikin Title Company, 201 Main Street, Suite 800, Fort Worth, Texas 76102, Attn: Megan Newburn, Telephone: (817) 334-1322, Email: mnewburn@RattikinTitle.com. Title Policv: An Owner Policy of Title Insurance in the standard form promulgated for use in the State to be issued by the Title Company in the full amount of the Purchase Price, dated as of the Closing Date, insuring Purchaser's fee simple title to the Land to be good and indefeasible, subject to the Permitted Exceptions and the standard printed exceptions contained in a standard form Owner Policy of Title Insurance. All terms used herein, whether or not defined in this Section 1, and whether used in singular or plural form, refer to the object of such term whether such is singular or plural in nature, as the context may suggest or require. SECTION 2— PURCHASE AND SALE Subject to the terms, provisions and conditions hereinafter set forth, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, the Property for the Purchase Price and other consideration stated herein. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 2 ALLIANCE INDUSTRIAL PARTNERS, LLC SECTION 3 — PURCHASE PRICE The Purchase Price for the Property shall be THREE MILLION, FOUR HUNDRED THOUSAND AND 00/100 DOLLARS ($3,400,000.00) to be paid to Seller in accordance with Section 12 by wire transfer, a cashier's check or other method sufficient to provide Seller with "same day" or "good" funds ("Cash Funds"). SECTION 4 — EARNEST MONEY 41 Deposit. Within ten (10) days after the Effective Date, Purchaser must deliver to Escrow Agent an Earnest Money deposit of Fifty Thousand and 00/100 Dollars ($50,000.00) in Cash Funds (the "Earnest Monev"). Upon the Closing, the Earnest Money will be applied to the Purchase Price. If the Closing does not occur as required pursuant to this Agreement, then Escrow Agent must disburse the Earnest Money in the manner provided for elsewhere herein. Escrow Agent must invest the Earnest Money in an interest-bearing account at a federally-insured bank in a manner that will allow Escrow Agent to disburse the Earnest Money upon two (2) days' written notice. All interest or other earnings on the Earnest Money will become a part of the Earnest Money and must be disbursed to the party entitled to the Earnest Money. Purchaser's obligation to deliver the Earnest Money as provided in this Section 4.1 is a condition precedent to Seller's obligations and Purchaser's rights hereunder. If Purchaser fails to deposit the Earnest Money as required herein, Seller may terminate this Agreement upon written notice to Purchaser prior to Purchaser's deposit of the Earnest Money (without any opportunity by Purchaser to cure). Following any termination by Seller in accordance with this Section 4.1, neither party will have any further rights, obligations, or remedies under this Agreement (other than Surviving Obligations). 4.2 Independent Consideration. Seller and Purchaser hereby acknowledge that $100.00 of the Earnest Money is independent consideration for this Agreement (the "Independent Consideration"). The parties have bargained for such amount as consideration for Purchaser's exclusive option to purchase the Property pursuant to the terms of this Agreement and for Seller's execution of this Agreement, in addition to other consideration described in this Agreement. The Independent Consideration is not refundable and, upon Closing or upon any termination of this Agreement, Escrow Agent must disburse the Independent Consideration to Seller. If Escrow Agent returns the Earnest Money to Purchaser in accordance with this Agreement for any reason, Escrow Agent must deliver the Independent Consideration to Seller notwithstanding any other provision of this Agreement. 4.3 Escrow A�ent. Escrow Agent must sign this Agreement to acknowledge its receipt of this Agreement and to evidence that Escrow Agent agrees to be bound by the obligations contained herein. SECTION 5— DUE DILIGENCE MATERIALS, SURVEY, AND TITLE MATTERS 5.1 Submission Items. Within five (5) days after the Effective Date, Seller must furnish to Purchaser the following due diligence information concerning the Property, to the extent such items are in Seller's possession or reasonable control (collectively, the "Submission Items"): (a) Third Partv Reports. Copies of any third-party reports for the Property prepared for Seller (including, without limitation, soil reports, environmental reports and engineering reports). (2) years. (b) Tax Statements. Copies of tax statements for the current year and the last two (c) Survev. A copy of Seller's existing survey (if any) of the Property (the "Survev") (d) Title. A copy of Seller's current title policy (if any) for the Property. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 3 ALLIANCE INDUSTRIAL PARTNERS, LLC (e) Other pocuments. Any other documents in the possession of Seller related to the Property that are reasonably requested by the Purchaser. 5.2 Undated Survev. Within forty-five (45) days after the Effective Date, Purchaser, at its sole cost and expense, may obtain a new survey or revise, modify or re-certify the existing Survey as necessary in order for the Title Company to delete the standard promulgated print survey exception from the Title Policy, amend the general survey exceptions to "shortages in area", and otherwise satisfy Purchaser's objectives (the "Undated Survev"). Upon receipt, Purchaser shall deliver a copy of the Updated Survey to Seller, and cause Seller to be named in the surveyor's certificate. If Purchaser obtains the Updated Survey, then the legal description used in the Updated Survey will be legal description used in the Deed and Closing documents contemplated herein. 5.3 Title Commitment. Within ten (10) days after the Effective Date, Purchaser shall request the Title Company to furnish to Purchaser the Title Commitment, together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. 5.4 Review Period. Purchaser will have a period of thirty (30) days after delivery of the Survey (or Updated Survey), Title Commitment and the title exception documents in which to review and deliver to Seller in writing such objections ("Obiections") as Purchaser may have to anything contained or set forth in the Survey, Title Commitment, or the title exception documents. If Purchaser timely objects to any matter contained therein, Seller will have fve (5) business days after receipt of Purchaser's objections within which Seller may (but will not be obligated to) attempt to cure such Objections. If Seller notifies Purchaser at any time that Seller is unable or unwilling to cure any such Objections, then within five (5) business days from Seller's notice, Purchaser must elect to either (i) terminate this Agreement, in which case Escrow Agent will immediately return the Earnest Money to Purchaser, or (ii) waive such objections and proceed toward Closing. If Purchaser does not elect either clause (il or ii within such five (5) business day period, then Purchaser will be deemed to have elected clause (ii). In all cases, however, Purchaser's right to terminate this Agreement pursuant to this Section 5.4 will lapse and terminate upon the expiration of the Inspection Period, at which time Purchaser's approval of the Title Commitment (and title exception documents) will become absolute and all items referenced therein will be considered Permitted Exceptions. Except as provided herein, each item to which Purchaser does not object within the 5 business-day period described above, or to which Purchaser objects, but Purchaser waives or is deemed to have waived by not terminating this Agreement, will be considered a Permitted Exception. If any title matters arise after the initial Title Commitment or Updated Survey is received but prior to the scheduled Closing Date, then Purchaser will have the right to make objections to such items and the process described in this Section 5 will be repeated (and, if required, the Closing will be extended accordingly), except that (i) Purchaser shall have five (5) business days to review and deliver to Seller in writing its objections to such title matters, and (ii) Seller will have five (5) business days after receipt of Purchaser's obj ections within which Seller may (but will not be obligated to) attempt to cure such objections. If Seller notifies Purchaser at any time that Seller is unable or unwilling to cure any such new Objections that affect Purchaser's ability to develop the Property in accordance with Purchaser's intended use, then within fve (5) business days from Seller's notice, Purchaser must elect to either (y) terminate this Agreement, or (z) waive such objections and proceed toward Closing. If Purchaser does not elect either clause (y) or (z) within such five (5) business day period, then Purchaser will be deemed to have elected clause (z). 5.5 Title Policv. At Closing, Title Company must commit to issue to Purchaser the Title Policy in the amount of the Purchase Price. Seller will pay the standard premium for the Title Policy at Closing as a charge against Seller, to be reflected as such on the closing statement. Purchaser will be responsible for the cost of the "shortages in area" deletion and any other extended coverage, endorsements, or other modifications to the standard Title Policy required by Purchaser. 5.6 Cure Items. Notwithstanding the foregoing, Seller shall be obligated to (1) remedy the effect of any monetary liens created by Seller affecting the Property; (2) cause the termination of any and PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 4 ALLIANCE INDUSTRIAL PARTNERS, LLC all leases or licenses of all or any portions of the Property entered into by Seller, if any, and the removal of any tenants or other parties claiming under any existing leases or otherwise; (3) satisfy all applicable matters on Schedule C of the Title Commitment that were originally caused by Seller, except for all applicable public utilities; and (4) cure any matter which Seller voluntarily agrees in writing to cure in response to Purchaser's objections (collectively, the "Cure Matters"). On or before Closing, Seller will be obligated to pay in full all indebtedness and other liens pertaining to the Property and obtain fully executed releases of all such liens. Seller may, upon written notice to Purchaser, cure monetary defects out of the Closing proceeds so long as said defects are cured or satisfied at Closing. SECTION 6 —1NSPECTION AND AUDIT 6.1 Scope of Inspection. Seller agrees that Purchaser may enter upon the Property to conduct such inspections and audits as Purchaser may desire, at Purchaser's sole cost and expense, through the Closing Date. Prior to entering upon the Property, however, Purchaser must provide to Seller (i) at least twenty-four (24) hours' prior written notice of its election to conduct any such on-site inspection and allow Seller or its representative a reasonable opportunity to accompany Purchaser during any such on- site inspection or Studies (defined below), and (ii) insurance in an amount of $1,000,000.00 underwritten by an insurer reasonably acceptable to Seller, naming Seller as an additional insured party, and otherwise reasonably acceptable to Seller. Furthermore, Purchaser must not undertake any invasive testing procedures with respect to any portion of the Property without Seller's prior written approval, which shall be granted in the event a Phase 1 study recommends that Purchaser undertake a Phase 2 study. Seller consents to and acknowledges that Purchaser may perform intrusive geotechnical borings to confirm the suitability of the soils for its intended construction. Purchaser immediately must restore the Property to its original pre-inspection condition, if changed due to the tests and inspection performed by Purchaser or its agents, employees, contractors, and subcontractor; provided, however, that Purchaser shall have no obligation to restore the Property for damage that is not the result of acts by or on behalf of Purchaser. Purchaser must promptly deliver to Seller copies of any and all final third- party site plans, studies or tests, including, without limitation, soils tests, topographical information, structural tests and engineering studies (collectively, the "Studies"), obtainedby Purchaser in connection with its inspection of the Property; provided, however, that Purchaser provides such Studies to Seller AS/IS and without representation or warranty of any kind to the completeness or accuracy thereo£ If Purchaser discovers any environmental condition on the Property that is required by law to be reported to any government agency or regulatory body, then Purchaser shall give Seller notice of such condition within one (1) business day after such discovery and allow Seller adequate time to determine its response prior to any delivery of the Studies to such government agency or regulatory body. Purchaser shall deliver the final third-party Studies, if any, to Seller at the expiration of the Inspection Period. Purchaser provides such Studies with no representations or warranties of any kind. Purchaser's obligations to restore the Property to its original pre-inspection condition and to deliver the Studies to Seller under this Section 6.1 are conditions precedent to Purchaser's right to a return of the Earnest Money. The provisions of this Section 6.1 will survive any termination of this Agreement. 6.2 INDEMNITY. PURCHASER HEREBY INDEMNIFIES, DEFENDS AND HOLDS SELLER AND THE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATNES OF SELLER AND SELLER'S PARTNERS AND AFFILIATES (COLLECTIVELY, THE "SELLER PARTIES") HARMLESS FROM AND AGAINST ANY CLAIMS, COSTS, EXPENSES, LOSSES, DAMAGES, INJURIES, SUITS OR CAUSES OF ACTION (COLLECTIVELY, "INSPECTION CLAIMS") WHICH ANY SELLER PARTY SUFFERS OR INCURS AS A RESULT OF THE PRESENCE ON THE PROPERTY OF PURCHASER OR PURCHASER'S AGENTS, INDEPENDENT CONTRACTORS, SERVANTS, OR EMPLOYEES, INCLUDING, WITHOUT LIMITATION, (I) ANY AND ALL ATTORNEYS' FEES INCURRED BY THE SELLER PARTIES AS A RESULT OF AN INSPECTION CLAIM RELATING TO SUCH MATTERS, (II) ANY MECHANICS' OR MATERIALMEN'S LIENS IMPOSED AGAINST ALL OR ANY PORTION OF THE PROPERTY BY A PARTY CLAIMING TO BE PERFORMING AN PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 5 ALLIANCE INDUSTRIAL PARTNERS, LLC INSPECTION OR AUDIT ON PURCHASER'S BEHALF; PROVIDED, HOWEVER, THIS INDEMNITY CLAUSE SHALL NOT APPLY TO THE EXTENT OF (1) SELLER'S OR SELLER PARTIES' GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (2) ANY PRE-EXISTING LIABILITIES FOR MATTERS MERELY DISCOVERED BY PURCHASER (I.E., LATENT ENVIRONMENTAL CONTAMINATION) SO LONG AS PURCHASER'S ACTIONS DO NOT AGGRAVATE OR EXACERBATE ANY SUCH CONDITION OR ANY PREEXISTING LIABILITY OF SELLER, AND (III) FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT IS NOT THE RESULT OF ACTS BY OR ON BEHALF OF PURCHASER. PURCHASER FURTHER WAIVES AND RELEASES ANY 1NSPECTION CLAIMS, DEMANDS, DAMAGES, CAUSES OF ACTION OR OTHER REMEDIES OF ANY KIND WHATSOEVER AGAINST THE SELLER PARTIES FOR PROPERTY DAMAGE OR BODILY OR PERSONAL INJURY TO PURCHASER OR PURCHASER'S AGENTS, INDEPENDENT CONTRACTORS, SERVANTS OR EMPLOYEES ARISING OUT OF THE INSPECTION OF THE PROPERTY. The provisions of this Section 6.2 will survive the Closing and any termination of this Agreement. 6.1 Inspection Period Extension Options. Purchaser shall have two (2) options to extend the Inspection Period for a period of thirty (30) days each (each an "Insnection Period Extension") with notice to Seller and payment of a separate non-refundable (except in the event of a default by Seller) "Inspection Period Extension Fee" per each Inspection Period Extension in an amount of Ten Thousand and 00/100 Dollars ($10,000.00) to Escrow Agent at least five (5) business days prior to the end of the Inspection Period. The Inspection Period Extension Fee(s) will be applied to the purchase price upon Closing. If the Closing does not occur as required pursuant to this Agreement, then Escrow Agent will disburse the Inspection Period Extension Fee(s) to Seller. 6.2 Inspection Period Ri�hts. If Purchaser notifies Seller in writing on or before the expiration of the Inspection Period that Purchaser, for any reason whatsoever, does not desire to purchase the Property pursuant to this Agreement, for any reason or no reason, then this Agreement will terminate, Escrow Agent will return the Earnest Money to Purchaser and any Inspection Period Extension Fees to Seller, and the parties hereto will have no further obligations hereunder except for Surviving Obligations. If Purchaser does not deliver written notice of termination on or before the expiration of the Inspection Period, then Purchaser will have waived any and all claims or rights whatsoever to terminate this Agreement, pursuant to this Section 6.4. the Earnest Money shall be non-refundable to Purchaser in all instances except for a Seller default under Section 13.1, and Purchaser and Seller will proceed with the Closing. 6.3 Confidentialitv. Purchaser acknowledges that the any items provided by Seller to Purchaser before or after the Effective Date hereof (the "Submission Items") are proprietary and confidential and will be delivered to Purchaser solely to assist Purchaser in determining the feasibility of purchasing the Property. Purchaser shall not use the Submission Items for any purpose other than as set forth in the preceding sentence. Purchaser shall not disclose the contents of the Submission Items or any information obtained during the Inspection Period to any person other than prospective lenders, brokers, attorneys, investors, accountants and other professional advisors who are responsible for determining the feasibility of Purchaser's acquisition of the Property and who have agreed to preserve the confidentiality of such information as required hereby, or except as may be otherwise required by law, including the Texas Public Information Act. At any time and from time to time, within two (2) business days after Seller's request, Purchaser shall deliver to Seller a list of all parties to whom Purchaser has provided any Submission Items or any information taken from the Submission Items. In permitting Purchaser to review the Submission Items or any other information, Seller has not waived any privilege or claim of confidentiality with respect thereto. SECTION 7— DISCLAIMER OF WARRANTIES; RELEASE AND INDEMNITY 71 Disclaimers bv Seller. Except as expressly set forth in this Agreement and the Deed, it is understood and agreed that SELLER AND SELLER'S AGENTS OR EMPLOYEES HAVE NOT AT ANY PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 6 ALLIANCE INDUSTRIAL PARTNERS, LLC TIME MADE AND ARE NOT NOW MAKING, AND THEY SPECIFICALLY DISCLAIM, ANY WARR.ANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (a) matters of title (other than Seller's special warranty of title to be contained in the Deed), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of Hazardous Materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, (fj soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (� the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of the Submission Items, (s) tax consequences, ar(t) any other matter or thing with respect to the Property. 7.2 SALE "AS IS, WHERE IS". Purchaser acknowledges and agrees that upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," except to the extent expressly provided otherwise in this Agreement, in any document executed by Seller and delivered to Purchaser at Closing and except where abdication of liability is expressly forbidden by applicable law. Except as expressly set forth in this Agreement, Purchaser has not relied and will not rely on, and Seller has not made and is not liable for or bound by, any express or implied warranties, guarantees, statements, representations or information pertaining to the Property or relating thereto (including specifically, without limitation, Property information packages distributed with respect to the Property) made or furnished by Seller, or any property manager, real estate broker, agent or third party representing or purporting to represent Seller, to whomever made or given, directly or indirectly, orally or in writing. Purchaser represents that it is a knowledgeable, experienced and sophisticated purchaser of real estate and that, except as expressly set forth in this Agreement, it is relying solely on its own expertise and that of Purchaser's consultants in purchasing the Property and shall make an independent verification of the accuracy of any documents and information provided by 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. By failing to terminate this Agreement prior to the expiration of the Inspection Period, Purchaser acknowledges that Seller has afforded Purchaser a full opportunity to conduct such investigations of the Property as Purchaser deemed necessary to satisfy itself as to the condition of the Property and the existence or non-existence or curative action to be taken with respect to any Hazardous Materials on or discharged from the Property, and will rely solely upon same and not upon any information provided by or on behalf of Seller or its agents or employees with respect thereto, other than such representations, warranties and covenants of Seller as are expressly set forth in this Agreement. Upon Closing, Purchaser shall assume the risk that adverse matters, including, but not limited to, adverse physical or construction defects or adverse environmental, health or safety conditions, may not have been revealed by Purchaser's inspections and investigations. Purchaser hereby represents and warrants PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 7 ALLIANCE INDUSTRIAL PARTNERS, LLC to Seller that Purchaser is represented by legal counsel in connection with the transaction contemplated by this Agreement. Purchaser waives any and all rights or remedies it may have or be entitled to, deriving from any significant disparate bargaining position in relation to Seller. For the avoidance of doubt, if Purchaser's due diligence efforts under this Agreement identify any environmental conditions requiring remediation or other action pursuant to applicable laws and regulations, Purchaser, if Closing occurs, will assume any and all such responsibility to conduct any and all such remediation. Purchaser may opt to enter the Property, after Closing, into the Texas Commission on Environmental Quality's (TCEQ) Voluntary Cleanup Program (VCP) and if so, Seller agrees to cooperate with Purchaser post-Closing in such efforts at no cost or liability to Seller and any such assistance shall not increase Seller's obligations under this Agreement. 7.3 Seller Released from Liabilitv. Purchaser acknowledges that it will have the opportunity to inspect the Property during the Inspection Period, and during such period, observe its physical characteristics and existing conditions and the opportunity to conduct such investigation and study on and of the Property and adjacent areas as Purchaser deems necessary, and Purchaser hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and liability as allowed under applicable law as outlined above and, including without limitation, liabilities under the Comprehensive Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C. Sections 9601 et seq.), as amended ("CERCLA"), the Texas Solid Waste Disposal Act (Texas Health and Safety Code § 361.001 et seq. (Vernon 2001), as amended ("SWDA"), the Resource Conservation and Recovery Act (42 U.S.C. Section 9601 et seq.), as amended, and the Oil Pollution Act (33 U.S.C. Section 2701 et seq.) regarding the condition, valuation, salability or utility of the Property, or its suitability for any purpose whatsoever (including, but not limited to, with respect to the presence in the soil, air, structures and surface and subsurface waters, of Hazardous Materials or other materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines, and any structural and geologic conditions, subsurface soil and water conditions and solid and hazardous waste and Hazardous Materials on, under, adjacent to or otherwise affecting the Property). Purchaser further hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED) any and all objections and complaints (including, but not limited to, federal, state and local statutory and common law based actions, and any private right of action under any federal, state or local laws, regulations or guidelines to which the Property is or may be subject, including, but not limited to, CERCLA) concerning the physical characteristics and any existing conditions of the Property. Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Property and the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation. The foregoing release and waiver shall not release Seller from or waive any claims by Purchaser of breaches of express representations and warranties made by Seller under this Agreement. 7.4 Hazardous Materials Defined. For purposes hereof, "Hazardous Materials" means "Hazardous Material," "Hazardous Substance," "Pollutant or Contaminant." and "Petroleum" and "Natural Gas Liquids," as those terms are defined or used in Section 101 of CERCLA, any "solid waste" as defined in the SWDA and any other substances regulated because of their effect or potential effect on public health and the environment, including, without limitation, PCBs, lead paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials. 7.5 INDEMNITY; COVENANT NOT TO SUE. Purchaser, for itself and its successors and assigns, (i) agrees and covenants not to sue Seller Parties for any and all Claims (defined below), and (ii) agrees to acquit, release and forever discharge and to defend, indemnify and hold harmless Seller Parties from any and all Claims, in both cases (i) and (ii), that arise out of or relate to, in any way, the condition, ownership, use, maintenance or operation of the Property at any time, whether before, on or after the PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 8 ALLIANCE INDUSTRIAL PARTNERS, LLC Effective Date, no matter how or when caused, whether known or unknown, that are asserted or made by any person or entity, whether public or private, under any Law. As used herein, the term "Law" means any statute, law, rule, regulation or ordinance, whether federal, state or local, whether at law or equity, whether by statute, common law, administrative or regulatory proceeding or otherwise, whether based on the negligence, gross negligence, strict liability, willful misconduct or other conduct of any party hereto or otherwise, to include without limitation and by way of example only, the Resource Conservation and Recovery Act, the Clean Air Act, the Safe Drinking Water Act, and the Clean Water Act, or similar or counterpart state statutes and all those certain laws and regulations listed in Section 7.3. As used herein, the term "Claims" means any and all losses, damages, claims, demands, liabilities, suits, causes of action, cross-claims or counterclaims; any and all rights of contribution, subrogation, indemnity or reimbursement; any and all liens, payments, penalties or fines (civil or criminal) or taxes; and any and all expenses, costs or fees, to include without limitation and by way of example only, attorneys' and expert witness fees and court costs, and any other charges of any kind or nature whatsoever. 7.6 Survival. The terms and conditions of this Section 7 shall expressly survive the Closing, not merge with the provisions of any closing documents and shall be incorporated into the Deed. Purchaser acknowledges and agrees that the disclaimers and other agreements set forth herein are an integral part of this Agreement and that Seller would not have agreed to sell the Property to Purchaser for the Purchase Price without the disclaimers and other agreements set forth above. SECTION 8 — BROKERS 8.1 Commission. Seller is responsible for payment of a commission to the Broker per the terms of a separate agreement. If the Closing does not occur for any reason, no commission is payable to the Broker. 8.2 INDEMNITY. Each party hereto represents to the other that (i) there are no real estate commissions, finders' fees or brokers' fees that have been or will be incurred in connection with this Agreement or the sale of the Property other than the commission payable to the Broker, and (ii) such party has not authorized any broker or finder (other than the Broker) to act on such party's behalf in connection with the sale and purchase hereunder. PURCHASER HERETO AGREES TO INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND OR CHARACTER ARISING OUT OF OR RESULTING FROM ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING (EXCEPT AS SET FORTH IN SECTION 8.1) ALLEGED TO HAVE BEEN MADE BY PURCHASER WITH ANY BROKER OR FINDER IN CONNECTION WITH TffiS AGREEMENT OR THE TRANSACTION CONTEMPLATED HEREBY. THIS OBLIGATION WILL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT. SECTION 9 — CONDEMNATION 91 Takin�. If there is a taking by condemnation or similar proceedings or actions of only a portion of the Property which is not material to the use of the remainder of the Property (as mutually determined by Seller and Purchaser in their reasonable discretion), this Agreement will remain in full force and effect, and Seller must pay or assign to Purchaser at Closing Seller's interest in and to any condemnation awards or proceeds from any such proceedings or actions in lieu thereof to the extent such awards or proceeds relate to the Property. If there is a taking by condemnation or similar proceedings or actions of all of the Property or a portion of the Property which is material to the use of the remainder of the Property (as mutually determined by Seller and Purchaser in their reasonable discretion), Purchaser will have the option to terminate this Agreement upon written notice to Seller within ten (10) days of such condemnation, but in no event later than the Closing Date, in which event Escrow Agent will return the Earnest Money to PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 9 ALLIANCE INDUSTRIAL PARTNERS, LLC Purchaser, and neither Purchaser nor Seller will have any further rights or obligations hereunder except for Surviving Obligations. If Purchaser does not exercise its option to terminate this Agreement, then this Agreement will remain in full force and effect and Seller must pay or assign to Purchaser at Closing Seller's interest in and to any and all condemnation awards or proceeds from such proceedings or actions in lieu thereof or to the extent such awards or proceeds relate to the Property. Seller agrees not to settle or compromise any award for such taking, or make a conveyance in lieu thereof without Purchaser's prior written consent. SECTION 10 — REPRESENTATIONS 10.1 SellerRenresentations. As it pertains to the subject Property, Sellermakesthefollowing representations, as of the Effective Date and as of the Closing Date, provided, however, as used herein "to Seller's knowledge" shall mean to the current, actual knowledge of Roger Venables, City of Fort Worth Aviation Director, without investigation or inquiry. (a) Authoritv. Seller is a home rule municipal corporation validly existing under the laws of the state of Texas and has all requisite power and authority to enter into and perform this Agreement. Each person executing this Agreement on behalf of Seller warrants that such person has all requisite authority to do so. (b) Forei�n Investor Disclaimer. Seller is not a"foreign person," as such term is defined in Section 1445 of the Code, and the sale of the Property is not subject to the federal income tax withholding requirements of such section of the Code. Seller shall execute and deliver to Purchaser at Closing a certificate ("FIRPTA Certificate") certifying to same. (c) Condemnation. Seller has not received written notice pertaining to pending or threatened condemnation or similar proceeding affecting the Property, nor is Seller aware of any threatened, pending or proposed condemnation proceedings. (d) Liti�ation. To Seller's knowledge, there is no pending or threatened litigation or administrative proceeding which would materially adversely affect the ability of Seller to perform Seller's obligations under this Agreement. (e) Leases. To Seller's knowledge, there are no leases, tenancies or other similar rights of occupancy or use for any portion of the Property other than as stated on the Title Commitment. (� No Transfer. Seller is not a party to any contract, agreement, or commitment to sell, convey, assign, transfer or otherwise dispose of any portion of the Property other than this Agreement. (g) Zonin�. Seller has received no notice of any uncured violations of zoning, building, fire, safety or health codes with respect to the Property. Seller makes no representations as to the current zoning on the Property. Purchaser acknowledges that all current and future zoning on the Property must be confirmed and discussed with the City of Haslet where the Property is located. (h) Mechanic's Lien. Seller has no knowledge of any private improvements, which have been made, on Property that would or could result in any mechanic's lien against the Property. (i) Environmental Violations. Seller has received no notice of environmental violations affecting the Property. Seller and the Property are not in violation of applicable federal, state and local laws, administrative rulings, regulations and regulatory approvals relating to the protection of the environment. No uncured violation of any licenses, permits, approvals, franchises or authorizations has occurred in the past ten (10) years, and no proceeding is pending or threatened that may result in revocation or limitation of any of those licenses, permits, approvals, franchises or authorizations affecting the Property. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 10 ALLIANCE INDUSTRIAL PARTNERS, LLC (j) CERCLA. Seller has received no notification that it is a potentially responsible party under section 107 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"). Seller has not received notification from any state or local government under any similar provisions of state or local law. (k) Hazardous Substances. No toxic, explosive or otherwise "hazardous substance," as that term is defned in Section 101(14) of CERCLA, or petroleum (including crude oil or any fraction thereo� has been discharged, deposited, dumped, spilled, leaked or placed into, on or under the Property at any time after the date Seller acquired title to the Property in violation of law. 10.2 Purchaser Renresentations. Purchaser makes the following representations, as of the Effective Date and as of the Closing Date: (a) Authoritv. Purchaser is a duly organized and validly existing Ohio corporation, authorized to do business in Texas, and has all requisite power and authority to enter into and perform this Agreement and the documents contemplated hereby. Each person executing this Agreement on behalf of Purchaser warrants and represents that such person has all requisite authority to do so. 10.3 Survival. The representations provided in this Section 10 will survive the Closing for a period of six (6) months (the "Survival Period"), it being hereby acknowledged that such representations will not merge with the Deed to be delivered at Closing. Each party shall have the right to bring an action against the other on the breach of a representation or warranty hereunder, but only on the following conditions: (a) the party bringing the action for breach first learns of the breach after Closing and gives written notice of such breach to the other party before the end of the Survival Period and files such action on or before the first day following the second anniversary of the Closing Date, and (b) neither party shall have the right to bring a cause of action for a breach of a representation or warranty unless the damage to such party on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $10,000.00. Neither party shall have any liability after Closing for the breach of a representation or warranty hereunder of which the other party hereto had actual knowledge as of Closing. Notwithstanding any other provision of this Agreement, any agreement contemplated by this Agreement, or any rights which Purchaser might otherwise have at law, equity, or by statute, whether based on contract or some other claim, Purchaser agrees that any liability of Seller to Purchaser will be limited to $300,000.00. The provisions of this Section 10.3 shall survive the Closing. Any breach of a representation or warranty that occurs prior to Closing shall be governed by Section 13. SECTION 11 — COVENANTS AND CONDITIONS 11.1 Seller's Covenants. Seller hereby covenants and agrees with Purchaser as follows during the term of this Agreement: (a) Further Encumbrances. Seller will not grant or purport to create to any third party any interest in the Property or any part thereof or further encumber the Property without the prior written approval of Purchaser. (b) Other A�reements. Seller will not enter into any material maintenance, management or other service contracts relating to the Property without the prior written approval of Purchaser. (c) Violations of Law. Seller will promptly notify Purchaser in writing of any violation of any law, regulation, ordinance, order or other requirement of any governmental authority having jurisdiction over or affecting the Property, or any part thereof, of which Seller receives written notice. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 11 ALLIANCE INDUSTRIAL PARTNERS, LLC (d) Exclusivitv. At all times after the Effective Date but prior to the termination of this Agreement: (i) Seller must not, without the prior written consent of Purchaser (in its sole discretion), voluntarily convey any interest in the Property, and (ii) Seller and its representatives, brokers, agents, affiliates and employees will not, directly or indirectly, make accept, negotiate, entertain or otherwise pursue any offers to sell the Property or to engage in any financing or other capital transaction regarding the Property other than the transaction contemplated by this Agreement with Purchaser with the exception of the Seller negotiating and receiving back up offers for the Property in the event this Agreement is terminated. (e) Approvals. Seller and Purchaser acknowledge that Purchaser may seek entitlements to the Property (collectively, the "Approvals"). In connection therewith, Seller shall (i) permit Purchaser to apply for the Approvals in Seller's name, if necessary, and shall execute all such documentation required in connection with the Approvals within five (5) days after receipt of the same, and (ii) promptly take all such action as is reasonably necessary to procure the Approvals, all at the sole cost and expense of Purchaser. 11.2 Purchaser's Covenants. Purchaser hereby covenants and agrees with Seller that prior to the Closing, Purchaser will not permit any lien or other encumbrance to be placed or filed against the Property. SECTION 12 — CLOSING 121 Time and Place. The Closing will occur on the Closing Date at the offices of the Escrow Agent or at such other time and place mutually agreed upon by Seller and Purchaser. The Closing Date will not be extended or postponed for any reason unless otherwise expressly provided in this Agreement or agreed to by both parties in writing. 12.2 Conditions to Closin�. Seller's obligation to close the transaction contemplated by this Agreement is conditioned upon satisfaction of the following condition (the "Closin� Condition): None If the Closing Condition has not been satisfed by or on the scheduled Closing Date, then Seller shall have the option, exercisable by giving written notice to Seller, to (i) terminate this Agreement, in which event this Agreement will automatically terminate, Escrow Agent will return the Earnest Money , to Purchaser, and the parties hereto will have no further obligations one to the other hereunder except for Surviving Obligations, or (ii) waive such Closing Condition and proceed towards Closing. 12.3 Seller Deliverv. At the Closing, Seller shall deliver or cause to be delivered to Escrow Agent, at Seller's sole cost and expense, each of the following: (a) The Deed, duly executed and acknowledged by Seller. (b) The FIRPTA Certificate, duly executed and acknowledged by Seller. (c) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Seller by applicable state and local law in connection with the conveyance of the Property. (d) Such evidence or documents as may reasonably be required by Purchaser or the Title Company evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of Seller in connection with the sale of the Property. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 12 ALLIANCE INDUSTRIAL PARTNERS, LLC 12.4 Purchaser Deliverv. At the Closing, Purchaser shall deliver to Escrow Agent, at Purchaser's sole cost and expense, the following: (a) The Purchase Price in the amount and manner required by Section 3. (b) Such conveyancing or transfer tax forms or returns, if any, as are required to be delivered or signed by Purchaser by applicable state and local law in connection with the conveyance of the Property. (c) Such evidence or documents as may reasonably be required by Seller or the Title Company evidencing the status and capacity of Purchaser and the authority of the person or persons who are executing the various documents on behalf of Purchaser in connection with the acquisition of the Property. 12.5 Adiustments and Prorations. Seller and Purchaser agree to prorate all utilities, real estate taxes, maintenance charges and other income and operating expenses of the Property, if any, in accordance with the provisions set forth in this Section 12.5. The date used for prorations and adjustments hereunder (the "Proration Date") is end of the day immediately preceding the Closing Date, and accardingly Purchaser will be deemed to own the Property (and will be entitled to any revenues and be responsible for any expenses) for the entire day upon which the Closing occurs. Any apportionments or prorations not expressly described herein will be handled in accordance with the customary practice in the County and State. Escrow Agent shall prepare the closing statement reflecting the adjustments and prorations (the "Closin� Statement") prior to the Proration Date, and Seller and Purchaser agree to deliver executed counterparts of the Closing Statement to Escrow Agent on or before the Closing Date. Seller will pay any net adjustment in favor of Purchaser in the form of a credit to the Purchase Price. Purchaser will pay any net adjustment in favor of Seller in Cash Funds at Closing. Seller and Purchaser will adjust and prorate the following items of income and expense as set forth herein: (a) Taxes and Assessments. All non-delinquent real estate and personal property taxes and assessments on the Property will be prorated as of the Proration Date between Seller and Purchaser, based upon the actual current tax bill for the tax year in which the Closing occurs. If the most recent tax bill received by Seller as of the Proration Date is not the actual current tax bill, then Seller and Purchaser must re-prorate the real estate and personal property taxes and assessments at the Final Closing Adjustment (as defined below) if the actual current tax bill is then available. All amounts payable for real estate and personal property taxes and assessments accruing up to and including the Proration Date are the obligation of Seller and all amounts payable for real estate and personal property taxes and assessments accruing after the Proration Date are the obligation of Purchaser. At Closing, Seller must pay any real estate and personal property taxes and assessments on the Property that are delinquent as of the Proration Date, if any. If Seller has paid taxes or assessments for the Property in advance, then Seller will be entitled to a credit for all amounts attributable to the period after the Closing Date, to be reflected as a credit on the Closing Statement. Purchaser is responsible for the payment of any taxes or assessments arising due to a change in the usage or ownership of the Property. 12.6 Possession. Seller will deliver possession of the Property to Purchaser at the time of Closing, subject only to such rights of others as have been expressly disclosed herein or in the documents delivered at the Closing. 12.7 Reportin� Person. Seller and Purchaser hereby designate Escrow Agent as the "Reporting Person" as such term is utilized in Section 6045 of the Code. Purchaser agrees to provide Escrow Agent with such information as may be required for the Escrow Agent to file a Form 1099 or other required form relative to the Closing with the Internal Revenue Service. Escrow Agent must provide a copy of the filed Form 1099 or other filed form to Seller and Purchaser simultaneously with its being provided to the Internal Revenue Service. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 13 ALLIANCE INDUSTRIAL PARTNERS, LLC 12.8 Costs and Expenses. Seller shall be responsible for the following costs and expenses: (i) the basic premium of the Title Policy in the amount of the Purchase Price; (ii) one-half of the escrow fees; (iii) one-half of the recording fees; and (iv) Seller's counsel and professional service fees, including but not limited to Seller's Broker's fee. Purchaser shall be responsible for the following costs and expenses: (i) Purchaser's due diligence costs; (ii) one-half of the recording fees; (iii) one-half of the escrow fees; (iv) any premium for deletions, endorsements and other modifications requested by Purchaser to the Title Policy; (v) the Updated Survey; (vi) cost for UCC searches; (vii) any deed taxes, documentary stamps, transfer taxes, intangible taxes, mortgage taxes or other similar taxes, fees or assessments; (viii) Purchaser's counsel and professional service fees, including but not limited to Purchaser's Broker's fee; and (ix) any financing arrangements made by Purchaser with respect to the Property. Except as otherwise expressly provided in this Agreement, Seller and Purchaser agree to bear all costs and expenses in connection with the transaction contemplated by this Agreement in the manner in which such costs and expenses are customarily allocated between the parties at closings of the purchase or sale of real property similar to the Property in the County and State. 12.9 Deed Restrictions. Seller and Purchaser agree that Purchaser shall accept title to the Property subject to the following restrictions (the "Deed Restrictions"), which restrictions shall apply perpetually from the Closing Date forward. a. Sensitive Use and Residential Uses: The Property may not be used for (i) any "residential" construction, development, use, or purpose, which shall, without limitation, be interpreted to mean and include a prohibition against use for single- or multi-family residences and any other "residential land use" restrictions or limitations set forth or described in all building, zoning and land use ordinances, laws, regulations and restrictions by municipal or other governmental authorities applicable to the Property, or (ii) any "sensitive" construction, development, use or purpose, which shall be without limitation interpreted to mean and include a prohibition against use for group residences for children, the elderly, or the infirm, dormitories, churches and places of worship, schools, nurseries and other pre-school facilities, nursing or convalescent homes, hospitals, health clinics, or other medical facilities, day care facilities, facility or community playgrounds, recreational parks, hotels, motels, mobile home or recreational vehicle parks, bed and breakfasts, libraries, and any other "sensitive use" or similar use or purpose requiring significant quietude (collectively, the "Sensitive Uses"). SECTION 13 — DEFAULT AND REMEDIES 131 Seller Default. If the sale is not consummated because of a default on the part of Seller, then Purchaser may (1) terminate this Agreement and obtain the return of the Earnest Money and Inspection Period Extension Fee(s), and pursue the equitable remedy of specific performance of this Agreement. The remedies set forth in this Section 13.1 are Purchaser's sole and exclusive remedies. In no event will Seller ever be liable to Purchaser hereunder for any punitive, speculative, or consequential damages. 13.2 Purchaser Default. If the sale is not consummated because of a default on the part of Purchaser, then, as Seller's sole and exclusive remedy for such default, Seller may terminate this Agreement by written notice to Purchaser. In such event, Escrow Agent must deliver the Earnest Money to Seller as liquidated damages for Purchaser's default. Such amount is agreed upon by and between Seller and Purchaser as liquidated damages due to the difficulty and inconvenience of ascertaining and measuring actual damages, and the uncertainty thereo£ The remedy set forth in this Section 13.2 is Seller's sole and exclusive remedy for the sale not being consummated due to a default by Purchaser. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 14 ALLIANCE INDUSTRIAL PARTNERS, LLC SECTION 14 — MISCELLANEOUS 14.1 Notices. Any notice under this Agreement must be in writing and must be sent to the appropriate notice address by (i) personal delivery, (ii) a recognized overnight courier, (iii) United States mail, postage prepaid, certified mail, return receipt requested, or (iv) email. Notice by personal delivery, overnight courier, or email will be effective upon receipt; notice by mail will be effective upon deposit in the United States mail in the manner above described. Any party may change its notice address by delivering appropriate written notice to the other party. The change in notice address will be effective ten (10) days after the date of the notice. The proper address and email address for Seller is as follows: City of Fort Worth Aviation Department 201 American Concourse, Suite 330 Fort Worth, TX 76106 Roger. Venables@fortworthtexas.gov with a copy to: City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Thomas Royce Hansen EmaiL• Thomas.Hansen@fortworthtexas.gov City of Fort Worth 100 Fort Worth Trail, l Ot" Floor Fort Worth, Texas 76102 Attn: Andrea McIntosh Email: Andrea.McIntosh@fortworthtexas.govThe proper address for Purchaser is as follows: Alliance Industrial Partners, LLC Attn: Chad Parrish and Levi Hermes 820 Gessner Road, Suite 1000 Houston, Texas 77024 E-mail: chad.narrish(a�allindustrialco.com Levi.hermes(a�allindustrialco.com With a copy to: Wilson, Cribbs & Goren, P.C. Attn: Travis Huehlefeld 1233 West Loop South, Suite 800 Houston, Texas 77027 Email: thuehlefeld@wcglaw.com 14.2 Confidentialitv. Except as otherwise providedherein, Purchaser, Seller, and Escrow Agent agree not to disclose to the public or to any third party any information regarding the terms of this Agreement. Notwithstanding the foregoing, Seller or Escrow Agent may disclose any aspect of this if required under applicable law, including the Texas Public Information Act. Furthermore, Purchaser may disclose such matters on a confidential basis to any attorneys, accountants, professional consultants, financial advisors, partners, investors or potential investors, or lenders or potential lenders to the extent necessary to complete the transaction contemplated by this Agreement. The provisions of this Section 14.2 PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 15 ALLIANCE INDUSTRIAL PARTNERS, LLC will survive any termination or cancellation of this Agreement. 14.3 Successors and Assi�nment. This Agreement is binding upon and will inure to the beneiit of the parties and their respective heirs, legal representatives, successors and permitted assigns. Purchaser shall not assign this Agreement without the prior written consent of Seller; provided, however. Purchaser may assign its rights under this Agreement upon the following conditions: (a) the assignee of Purchaser must be an entity controlling, controlled by, or under common control with Purchaser, (b) all of the Earnest Money must have been delivered in accordance herewith, (c) the Inspection Period shall have expired, (d) the assignee of Purchaser shall assume all obligations of Purchaser hereunder, but Purchaser shall remain primarily liable for the performance of Purchaser's obligations, and (e) a copy of the fully executed written assignment and assumption agreement shall be delivered to Seller at least five (5) business days days prior to Closing. 14.4 No Recordation. Neither party will record this Agreement or any memorandum or affidavit of this Agreement. 14.5 Governin� Law. This Agreement is governed by the laws of the State of Texas and is performable in, and the exclusive venue for any action brought with respect hereto, will be in Tarrant County, Texas. Purchaser and Seller acknowledge to each other that Purchaser and Seller are not in significantly disparate bargaining positions. 14.6 Amendment. To be effective, any amendment or modification of this Agreement must be in writing and must be signed by an authorized signatory of Seller and Purchaser. 14.7 No Oral or Imnlied Waiver. The parties may waive any of the rights or conditions contained herein or any of the obligations of the other party hereunder, but unless this Agreement expressly provides that a condition, right, or obligation is deemed waived, any such waiver will be effective only if in writing and signed by the party waiving such condition, right, or obligation. The failure of either party to insist at any time upon the strict performance of any covenant or agreement in this Agreement or to exercise any right, power, or remedy contained in this Agreement will not be construed as a waiver or a relinquishment thereof for the future. 14.8 Time of Essence. Time is of the essence in the performance of the covenants contained in this Agreement. 14.9 Headin�s. The descriptive headings of the various Sections contained in this Agreement are inserted for convenience only and do not control or affect the meaning or construction of any of the provisions hereof. 14.10 Total A�reement. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. 1411 Severabilitv. If any term or provision of this Agreement, or the application thereof to any person or circumstance will, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by law. 14.12 Counterpart Execution. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required and in true and correct pdf. It is not necessary that the signature of all persons required to bind any party appear on each counterpart. All counterparts collectively constitute a single instrument. PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 16 ALLIANCE INDUSTRIAL PARTNERS, LLC 1413 Business Days. If the date upon which any duties or obligations hereunder to be performed occurs upon a Saturday, Sunday or legal holiday in the State of Texas, then, in such event, the due date for performance of any duty or obligation automatically will be extended to the next succeeding business day. 14.14 Rule of Construction. Seller and Purchaser acknowledge that each party and its counsel have taken the opportunity to review and revise this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendments or exhibits to this Agreement. 14.15 Offer. This Agreement, when iirst signed by Purchaser, represents an irrevocable offer to purchase the Property that may not be rescinded or revoked but will expire automatically (without any further notice from or action by Purchaser) on the tenth (lOr") business day after execution by Purchaser unless it is signed by Seller and received by Purchaser within such period. SECTION 15 — SPECIAL PROVISIONS 151 Rollback Taxes. In accordance with Section 5.010(a) of the Texas Property Code, as amended, Seller hereby notifies Purchaser of the following: NOTICE REGARDING POSSIBLE LIABILITY FOR ADDITIONAL TAXES If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition, the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change in the use of the land. The taxable value of the land and the applicable method of appraisal for the current tax year is public information and may be obtained from the tax appraisal district established for the county in which the land is located. Purchaser shall be responsible for any "rollback taxes", or other taxes resulting from any change in land usage or ownership that may become due with respect to any calendar year prior to the calendar year in which Closing occurs and all such taxes for the Property with respect to the elapsed portion of the calendar year in which Closing occurs, regardless of whether such taxes become due after the Closing Date. This covenant will not merge with the Deed but will survive Closing. 15.2 NOTICE OF INDEMNIFICATION. THE PARTIES TO THIS AGREEMENT HEREBY ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT CONTAINS INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 6.2, SECTION 7.5 AND SECTION 8.2 HEREOF AND SUCH INDEMNIFICATION APPLIES TO THE EXTENT PERMITTED BY APPLICABLE LAW AND THE CONSTITUTION OF THE STATE OF TEXAS. [Signature page follows.J PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 17 ALLIANCE INDUSTRIAL PARTNERS, LLC SELLER: CITY OF FORT WORTH, TEXAS, a Texas home-rule municipality �,_I✓�-,�L BV; ValcneWashington(Dec24,202511:54:06CST) J Valerie Washington Name: Title: Assistant city manager 12/24/2025 Date: PURCHASER: ALLIANCE INDUSTRIAL PARTNERS, LLC, a Delaware Limited Liability Company BV7. Ch�ish(Dec23,202520:3h36CST) J Name: Chad Parrish Title: Vice President Date: 12/23/2025 4F F�RT�dd a�0o^' �A�o ATTEST: �� I� .,��� pd �� ° AQ4n nEXP�'oo V Jannette S. Goodall City Secretary M&C #25-1165 M&C Date: December 9, 2025 APPROVED AS TO LEGALITY AND FORM: ��� i��>c —� 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. /� �/i L C ?u�?�% ���Z �--���-� Andrea McIntosh, Land Agent Property Management Department — Real Estate Division PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 ALLIANCE INDUSTRIAL PARTNERS, LLC OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 18 JOINDER AND RECEIPT BY ESCROW AGENT The Agreement has been received by Escrow Agent on , 2025 and Escrow Agent agrees to be bound by the terms and provisions of this Agreement, including those described in Section 4 hereof. ESCROW AGENT: RATTIKIN TITLE COMPANY i Name: Title: ATTACHMENTS: Exhibit A - Land Description Exhibit B - Form of Special Warranty Deed PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 19 ALLIANCE INDUSTRIAL PARTNERS, LLC EXHIBIT A LAND DESCRIPTION Approximately 10.488 acres located at 1304 Westport Parkway, Haslet, Texas 76177 (Tarrant Appraisal District Account No. 04015185), being a part of the B. Lavois Survey, Abstract No. 991, Tract 1 in Tarrant County, Texas and being a portion of the property conveyed to the City of Fort Worth by instrument number D202161556 of the Official Real Property Records of Tarrant County, Texas EXHIBIT A. Legal Description of the Property — Page 1 EXHIBIT B FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS , ��1�1��r'L� :C._�1 KNOW ALL MEN BY THESE PRESENTS: THAT THE CITY OF FORT WORTH, a Texas home rule municipal corporation (the °Grantor"), for and in consideration of the sum of Ten and 00/100 Dollars ($10.00) cash and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, paid by , whose address is 820 Gessner Road, Suite 1000, Houston, Texas 77024 (the "Grantee"), subject to the provisions set forth herein, HAS GRANTED, BARGAINED, SOLD and CONVEYED, and by these presents DOES GRANT, BARGAIN, SELL and CONVEY unto Grantee all of that certain tract or tracts of land in Tarrant County, Texas (the "Land"), described on Exhibit A which is attached hereto and incorporated herein by reference for all purposes, together with all of Grantor's right, title and interest in and to any improvements located thereon and any easements, interests, benefits, privileges, rights and appurtenances pertaining to such Land, (said Land, improvements, easements, interests, benefits, privileges, rights and appurtenances being herein collectively referred to as the "Propertv��). From the date hereof, the Property shall be subject to the following restrictions: a. Sensitive Use and Residential Use: The Property may not be used for (i) any "residential" construction, development, use, or purpose, which shall, without limitation, be interpreted to mean and include a prohibition against use for single- or multi-family residences and any other "residential land use" restrictions or limitations set forth or described in all building, zoning and land use ordinances, laws, regulations and restrictions by municipal or other governmental authorities applicable to the Property, or (ii) any "sensitive" construction, development, use or purpose, which shall be without limitation interpreted to mean and include a prohibition against use for group residences for children, the elderly, or the in�rm, dormitories, churches and places of worship, schools, nurseries and other pre-school facilities, nursing or convalescent homes, hospitals, health clinics, or other medical facilities, day care facilities or community playgrounds, recreational parks, hotels, motels, mobile home or recreational vehicle parks, bed and breakfasts, libraries, and any other "sensitive use" or similar use or purpose requiring significant quietude (collectively, the "Sensitive Uses"). Grantor hereby excepts from this deed and reserves to Grantor, its successors and assigns, all oil, gas or other minerals in, on and under and that may be taken, saved, extracted or produced from the Property and all other subsurface rights of the Property; provided, however, that Grantor does hereby expressly release and waive, on behalf of itself, and its successors or assigns, all rights of ingress and egress and all other rights of every kind and character whatsoever to enter upon, use or in any way disturb the surface of the Property or any part thereof, including, without limitation, the right to enter upon the surface of the Property for purposes of exploring for, developing, drilling, producing, transporting product, mining, treating, storing or any other purpose incident to the development or production of the oil, gas and other minerals in, on and under the Property. Nothing herein contained shall ever be construed to prevent the Grantor, or its successors or assigns, from developing or producing the oil, gas and other minerals in and EXHIBIT B, Form of Special Warranty Deed — Page 1 under the Property by pooling or by directional drilling under the Property from well sites not located within the boundaries of such Property and only at a depth of no less than 500 feet below the surface of the Property. Grantor hereby excepts from this deed and reserves to Grantor, its successors and assigns, an avigation easement in, on, over and across the Property (the "Avi�ation Easement"). This Avigation Easement is for free and unobstructed passage of aircraft (being defined as any contrivance now known or hereafter invented, used or designed for navigation of or flight in the air), regardless of operationallevels, frequency, air traffic control procedures, types of aircraft, or airport runway configurations which might come to be in effect in the future, landing at or taking off from, or operating at or on any airport owned by the Grantor, its successors and assigns, or owned by others, by whomsoever operated, in the airspace above and adjacent to the Property, at or above the elevation of 840 feet above mean sea level, or structural heights established by applicable local zoning ordinances, whichever height is lower (the "Permitted Air Space"), together with the right in all air space above the surface of the Property to cause damages to the Property or to persons occupying or on such Property, from noise, vibration, fumes, dust, fuel, lubricant particles, and all other effects that may be caused by the operation of an aircraft in the Permitted Air Space landing at and taking off from, or operating at, on, or adjacent to any airport owned by the Grantor, its successors and assigns, or owned by others, by whomsoever operated. Grantor, its successors and assigns, also reserves and retains a continuing right and easement to take any action necessary to prevent the erection or growth of any structure, tree, or other object into the Permitted Air Space and to remove from the Permitted Air Space any and all structures, trees, or other objects that may at any time project or extend into the Permitted Air Space, together with the right of ingress to, egress from and passage over the Property for such purposes. The Avigation Easement and other rights reserved and retained herein by Grantor shall be binding upon Grantee, Grantee's successors, heirs, executors, administrators and assigns, and shall be a covenant running with the land. This Special Warranty Deed and the conveyance hereinabove set forth is executed by Grantor and accepted by Grantee subject to the easements, restrictions, reservations and covenants described in this deed and in Exhibit B attached hereto and incorporated herein by this reference, to the extent the same are validly existing and applicable to the Property (hereinafter referred to collectively as the "Permitted Excentions"). Grantee acknowledges that Grantee has independently and personally inspected the Property. The Property is hereby conveyed to and accepted by Grantee in its present condition, "AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED. Notwithstanding anything contained herein to the contrary, it is understood and agreed that Grantor and Grantor's agents or employees have never made and are not now making, and they specifically disclaim, any warranties, representations or guaranties of any kind or character, express or implied, oral or written, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to (a) matters of title (other than Grantor's warranty of title set forth herein), (b) environmental matters relating to the Property or any portion thereof, including, without limitation, the presence of hazardous materials in, on, under or in the vicinity of the Property, (c) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water, and geologic faults and the resulting damage of past and/or future faulting, (d) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, wetlands, flood prone area, flood plain, floodway or special flood hazard, (e) drainage, ( fl soil conditions, including the existence of instability, past soil repairs, soil additions or conditions of soil fill, or susceptibility to landslides, or the sufficiency of any undershoring, (g) the presence of endangered species or any environmentally sensitive or protected areas, (h) zoning or building EXHIBIT B, Form of Special Warranty Deed — Page 2 entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or iinancial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition or use of the Property or compliance of the Property with any or all federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (� the merchantability of the Property or fitness of the Property for any particular purpose, (r) the truth, accuracy or completeness of any diligence items provided by Grantor, (s) tax consequences, or (t) any other matter or thing with respect to the Property. GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, OR THEIR SUITABILiTY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY, AND GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF TffiS PARAGRAPH ARE A MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL WARRANTY DEED AND SHALL SURVIVE CLOSING. TO HAVE AND TO HOLD the Property unto Grantee, and Grantee's successors and assigns forever, and Grantor does hereby bind Grantor, and Grantor's successors and assigns, to WARRANT and FOREVER DEFEND, all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise, subject only to the Use Restrictions, Reservations from Conveyance, Exceptions to Conveyance and Warranty, and the Permitted Exceptions. [Signature Page Follows] EXHIBIT B, Form of Special Warranty Deed — Page 3 EXECUTED to be effective this day of GRANTOR: , 2025. The City of Fort Worth, a Texas home rule municipal corporation By: Name: Title: STATE OF TEXAS C�Z� 11f�Y11'L� : C : : ► § § § This instrument was ACKNOWLEDGED before me on Worth, a Texas home rule municipal corporation, on behalf of said corporation. Notary Public - State of Texas . 2025 by of the City of Fort EXHIBIT B, Form of Special Warranty Deed — Page 4 EXHIBIT A TO SPECIAL WARRANTY DEED LEGAL DESCRIPTION OF THE LAND [To Be Attached.] EXHIBIT B TO SPECIAL WARRANTY DEED PERMITTED EXCEPTIONS [To Be Attached.] EXHIBIT B, Form of Special Warranty Deed — Page 5 12/23/25, 11:45 AM CITY COUNCIL AGENDA Create New From This MB�C DATE: CODE: 12/9/2025 REFERENCE NO.. L TYPE: **M&C 25- 1165 CONSENT M&C Review ��IRT ��4`URT11 _��- LOG NAME: PUBLIC HEARING: 21 CFO SALE OF 1304 WESTPORT PKWY f�[�7 SUBJECT: (CD 10) Authorize the Direct Sale of Approximately 10.488 Acres of City Fee-Owned Property Located at 1304 Westport Parkway, Haslet, Texas 76177 to Alliance Industrial Partners, LLC for the Amount of $3,400,000.00 in Accordance with Section 253.014 of the Texas Local Government Code, Authorize the Reservation and Acceptance of a Permanent Avigation Easement, and Authorize the Payment of a Brokerage Commission Fee in the Amount of 4.5% of the Total Sales Price to Davidson and Bogel, LLC RECOMMENDATION: It is recommended that the City Council: 1. Authorize the direct sale of approximately 10.488 acres of City fee-owned property located at 1304 Westport Parkway, Haslet, Texas 76177 to Alliance Industrial Partners, LLC for the amount of $3,400,000.00 in accordance with Section 253.014 of the Texas Local Government Code; 2. Authorize the reservation and acceptance of a permanent avigation easement; and 3. Authorize the City Manager or designee to execute the purchase and sale agreement and to execute and record the deed and any other documents necessary to complete the conveyance. 4. Authorize the payment of a 4.5\% commission fee of the total sale price to the City's Broker, Davidson and Bogel, LLC, in accordance with a brokerage agreement between City and Broker, for a total amount of $153,000. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the conveyance of approximately 10.488 acres of land situated in the B. Lavoise Survey, Abstract No. 991, and located at 1304 Westport Parkway, Haslet, Tarrant County, Texas 76177 (Tarrant Appraisal District Account No. 04015185) (the Property) to Alliance Industrial Partners, LLC (Buyer). On July 31, 2001, through M&C L-13108, the City Council authorized the acceptance of a grant from the Federal Aviation Administration (FAA) for the Fort Worth Alliance Airport Noise Compatibility Program. The grant funds of $2,000,000.00 allowed the City to acquire fee simple title or other property interests to tracts of land adjacent to or near Perot Field Fort Worth Alliance Airport (Alliance Airport) within the 65 LDN (Day-Night Sound Level), as identified in the Fort Worth Alliance Airport Noise Compatibility Program/FAR Part 150 Study. On April 23, 2002, through M&C L-13284, City Council authorized the acquisition of 1304 Westport Parkway, located within the 65 LDN (Day-Night Sound Level) near Alliance Airport and which originally had a total of 12.257 acres. The Property was purchased by the City for $800,000.00, plus estimated closing costs of $8,000.00 for total compensation of $808,000.00 using the grant funding mentioned above and was recorded under Instrument No. D202161556 in the Tarrant County Deed Records. The sale was voluntary and no relocation benefits were paid. On January 14, 2003, through M&C L- 13489, the City Council authorized the sale of a small portion of the originally conveyed parcel for 1304 Westport Parkway to the City of Haslet to be used for right-of-way. In accordance with the grant assurances, the Aviation Department's FAA-approved Noise Land Inventory and Reuse Plan, and in cooperation with the Noise Land Management and Requirements for Disposal of Noise Land or Development Land Funded with AIP, published in June, 2014, the apps.cfwnet.org/council_packeUmc_review.asp?ID=34026&councildate=12/9/2025 1 /3 12/23/25, 11:45 AM M&C Review property is now recommended for sale based on an appraisal performed by a third-party appraiser, together with an independent review appraiser and with approval of the FAA. Proceeds from the sale of the Property will be deposited into a dedicated account to be audited by the FAA and later allocated for Airport development approved by the FAA. 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 30 days and that the property is sold to the buyer who submits the highest cash offer. The City contracted with Davidson & Bogel Real Estate, LLC (Broker) under City Secretary Contract No. 60120 to list the Property for a 4.5\% commisssion upon sale of the Property and, on or about January 12, 2024, the Property was listed for $3,400,000.00. 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. The listing required prospective buyers to develop the Property in accordance with zoning as established by the City of Haslet to be Agricultural (AG) or Industrial (I). The required deed restrictions prohibit certain uses and height of structures based on the designated 65 LDN noise overlay. The Buyer plans to improve the Property for industrial use. A land survey performed by a licensed land surveyor may be performed to confirm parcel boundaries at the Buyer's sole cost and expense. The City reviewed multiple offers and, with approval from the FAA, recommends accepting Buyer's offer of $3,400,000.00, which was the highest cash offer and included a compatible development project. Upon closing, the Broker's 4.5\% commission will be paid and the remaining proceeds from the sale of the Property will be deposited into a dedicated account to be audited by the FAA, and later allocated for FAA-approved airport improvement projects. This property is located near Council District 10 in the City of Haslet. 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 Muni Airport Grants Federal Fund. The Property Management Department (and Financial 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 I Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for Citv Manaqer's Office bv: Originating Department Head: Additional Information Contact: ATTACHMENTS 1304 WestportPkwy_pdf (Public) Program Activity Budget Reference # Amount I Year (Chartfield 2) Dana Burghdoff (8018) Valerie Washington (6192) Marilyn Marvin (7708) Roger Venables (5402) Andrea Mclntosh (6253) Barbara Goodwin (5415) apps.cfwnet.org/council_packeUmc_review.asp?ID=34026&councildate=12/9/2025 2/3 12/23/25, 11:45 AM M&C Review Form 1295.pdf (CFW Internal) MC FID Table-Alliance Ind.1304 West�ort Pkwv-3.4M.Revd.�df (CFW Internal) apps.cfwnet.org/council_packeUmc_review.asp?ID=34026&councildate=12/9/2025 3/3 Home Legislation Calendar City Council Departments Details Meeting Name: C1TY COUNCIL Meeting date/time: 12/9/2025 6:00 PM Meeting location: City Council Chamber Published agenda: `'- Agenda Agenda packet: Not available Meeting video: ► Video Attachments: Meeting Items (134) 134 records Group Export Show: Legislation only File # Ver. Agenda # Name 25-5653 1 1. 25-5657 1 2. 25-5654 1 3. 25-5655 1 4. M&C 25-1097 1 1. M&C 25-1103 1 2. M&C 25-1110 1 3. M&C 25-1111 1 4. Agenda status: Final Minutes status: Preliminary Final Published minutes: Not available Type Title Action Special Presentation of Salvation Army's Red Presentations, Kettle Campaign Kick-Off Introductions Special Presentation of a Recognition Honoring Presentations, TCU Chancellor Daniel W. Pullin Intraductions Special Presentation of a Recognition Celebrating Presentations, the 75th Anniversary of Riverside Middle Introductions School Special Presentation of a Recognition Celebrating Presentations, the 30th Anniversary of the Woman's Introductions Business Council Southwest General (ALL) Authorize Execution of an Approved Consent Amendment to a Sole Source Agreement with Mitchell Adding Machine Company, Inc., dba Mitchell Time and Parking, to Increase the Compensation Amount by $150,000.00 for a Total Revised Contract Amount Up to $270,06136 for the Purchase and Installation of Parking Automation Equipment and Associated Fees at the Commerce Street Garage, Adopt Appropriation Ordinances, and Amend the Fiscal Year 2026 Adopted Budget and the Fiscal Years 2026- 2030 Capital Improvement Program General (ALL) Ratify Application for, and Authorize Approved Consent Acceptance of, if Awarded, the International Association of Chiefs of Police, Law Enforcement Victims Grant, to Occur in Fiscal Year 2026 in an Amount Up to $20,000.00, Authorize Execution of Related Grant Agreement, and Adopt Appropriation Ordinance General (ALL) Ratify the Application for, and Approved Consent Authorize Acceptance of, If Awarded, the Crime Laboratory Portal Records Grant Program from the Offce of the Texas Governor, Public Safety Office, Fiscal Year 2026 in an Amount Up to $500,000.00 for Costs Associated with Maintaining a Computerized Crime Laboratory Portal, Authorize Execution of Related Grant Agreement with the O�ce of the Texas Governor, Public Safety Office, Adopt Resolution Accepting Grant Funds and Making Assurances, and Adopt Appropriation Ordinance General (ALL) Adopt Appropriation Ordinance to Approved Consent Increase Estimated Receipts and Appropriations in Fiscal Year 2025 in the General Capital Projects Fund by $6,SOO,000.00, from a Transfer of Previously Appropriated Operating Funds, for the Future Community Partnerships Programmable Project to Support Funding of the National Cowgirl Museum Hall of Fame Project; and Amend the Fiscal Years 2025-2029 Capital Improvement Program R55 � ,�lerts Result Action Details Video Adion deWils ►' Video Action details ►' Video Adion details ►' Video Action details ►' Video Action details Not available Adion details Not available Adion details Not available Action details Not available File # Ver. Agenda # Name M&C 25-1165 1 3. M&C 25-1167 1 4. M&C 25-1175 1 5. M&C 25-1090 1 1. M&C 25-1091 1 2. M&C 25-1092 1 3. M&C 25-1093 1 4. M&C 25-1094 1 5. Type Title Land Consent (CD 10) Authorize the Direct Sale of Approximately 10.488 Acres of City Fee- Owned Property Located at 1304 Westport Parkway, Haslet, Texas 76177 to Alliance Industrial Partners, LLC for the Amount of $3,400,000.00 in Accordance with Section 253.014 of the Texas Local Government Code, Authorize the Reservation and Acceptance of a Permanent Avigation Easement, and Authorize the Payment of a Brokerage Commission Fee in the Amount of 4.5% of the Total Sales Price to Davidson and Bogel, LLC Land Consent (CD 7) Authorize the Direct Sale of City Fee-Owned Property Located at 2300 Carleton Avenue, Fort Worth, Tarrant County, Texas 76107 to Yellow Door Renovations LLC in the Amount of $194,207.00 in Accordance with Section 253.014 of the Texas Local Government Code and Authorize the Reservation and Acceptance of a Permanent Drainage Easement Land Consent (CD 2, CD 7 and CD 8) Authorize the Direct Sale of Seven Tax-Foreclosed Properties Located at 2740 Glen Garden Avenue (2 Parcels), 1528 Hall Street, 2332 Mitchell Boulevard, 918 Riverside Drive, 1401 NW 35th Street, and 6050 Meandering Road to the City of frort Worth for a Total Purchase Price of $49,729.16 in Accordance with Section 34.05 of the Texas Property Tax Code, Pay Estimated Closing Costs in an Amount Up to $15,000.00 and Accept and Dedicate the Properties as Public Parkland Award of (CD 3) Adopt Appropriation Ordinance in Contract the Amount of $211,275.00 for Interstate Consent Highway-30 from Linkcrest Drive to Interstate Highway-820 Water and Sanitary Sewer Main Relocations Project to Effect a Portion of Water's Contribution to the Fiscal Years 2026-2030 Capital Improvement Program Award of (ALL) Authorize Execution of Amendment Contract No. 4 to an Engineering Agreement with Consent Brown and Caldwell in the Amount of $515,450.00 for a Revised Contract Amount af $9,863,517.00 for the Emerging Contaminants Per- and PolyFluoroalkyl Substances Treatment Study Project and Adopt Appropriation Ordinance to Effect a Portion of Water's Contribution to the Fiscal Years 2026-2030 Capital Improvement Program Award of (CD 8) Authorize Execution of a Contract Contract with Stabile & Winn, Inc., in the Amount Consent of $8,428,697.50, for Combined Street Paving Improvements, Stormwater Improvemenks, and Water and Sanitary Sewer Main Replacements for the 2022 Year 3— Contrad 17 Project, Adopt Appropriation Ordinances to Effect a Portion of Water DepartmenYs Contribution to the Fiscal Years 2026-2030 Capital Improvements Program and for Street Repair Funding, and Amend the Fiscal Years 2026-2030 Capital Improvement Program (2022 Bond Program) Award of (CD 7) Authorize Execution of Amendment Contract No. 1 to the Design-Build Services Consent Agreement with Flatiron Dragados Constructors, Inc. F/K/A Flatiron Constructors, Inc. to Provide Additional Preconstruction Services for the Wagley Robertson Road Project in the Amount of $678,308.78 Increasing the Pre- Construction Phase Fee to $2,714,208.78 (2022 Bond Program) Award of (CD 2, CD 3, CD 7, CD 9 and CD 11) Contract Authorize Execution of Amendment 3, in Consent the Amount of $256,935.00, to a Professional Services Agreement with AECOM Technical Services, Inc. for the BuYler Place Access and Development Plan Action Result Action Details Video Approved Action details Not available Approved Approved Approved Approved Approved Approved Approved Action details Not available Action details Not available Action details Not available Action details Not available Adion details Not available Action details Not available Action details Not available Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D DAVIDSON BOGEL CITY OF FORT WORTH Alliance Airport — Noise Mitigation Land Summary & Scope of Project Davidson & Bogel Real Estate, LLC (`Broker") has been selected by the City of Fort Worth for consulting and brokerage services far the purpose of disposing of noise land properties purchased with Federal Aviation Administration ("FAA") grant funds by way of sale, or exchange, of the properties. The Properties were purchased through a Noise Compatibility Program ("NCP") Grant provided through the FAA. Due to the nature in which the Properties were acquired, the City must follow specific disposal procedures for the Properties. The Broker will market the Properties for sale at no less than the Fair Market Value (FMV) as established by a qualified, third-party appraiser. The Properties sold under this program will be subject to compatible land restrictions with avigation easement requirements. Broker will follow these procedures and comply with Grant Assurance 31, as well as all other applicable federal, state, and local regulations pertaining to the sale of such Properties, including Local Government Code Section 253.014. Below is a list of some requirements, but is not limited to these requirements, for the sale of the Properties: • City must obtain the highest and best compatible use of the land in accordance with FAA regulations. • Properties must be appraised by a third-party appraiser and the sale will be offered at the appraised fair market value of each specific property subject to the airport's retained rights. • Marketing and sale procedures must be competitive to seek the highest market price on the sale of the properties and the properties must be sold for the highest cash offer. • Generally, a land sale must be adequately advertised and exposed on the market to solicit and secure the FMV of the property in accordance with federal and state law, including that the properties must be listed for at least thirty (30) days with a multiple-listing service before the sale. • The FAA expects the accepted sale price on a negotiated sale to be at least the appraised FMV. Edward Bogel Managing Partner, Broker ebo�el(a�db2re.com 214-526-3626 Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 1 April 14th_, 2025 City of Fort Worth Aviation Department 201 American Concourse, Suite 330 Fort Worth, Texas 76106 Attn: Roger Venables Re: Letter of Intent to 1304 Westnort Pkwv hereto. Mr. Venables, Purchase Property # 1(approximately 1 1. 1 4_acres) located at in Haslet, Texas, further described in Exhibit "A", attached Alliance Industrial LLC or their assi�ns is interested in purchasing the property located at 1304 Westt�ort Pkwv in Haslet, Texas, further described in Exhibit "A", attached hereto. The following is a letter of intent for the basic terms of a proposed purchase agreement. 1. Property 2. Seller 3. Buyer 4. Purchase Price 5. Earnest Money Property #1 located at 1304 Westport Pkwy , in Haslet Texas, further described in Exhibit "A", attached hereto. City of Fort Worth Alliance Industrial LLC or it's assi�ns $3,400,000 $50,000 - to be held in escrow by: Rattikin Title, 201 Main Street, Suite 800, Fort Worth, TX 76102, Attn: Megan Newburn 6. Title Policy Seller to deliver a copy of its existing title policy, REA, and other applicable title documents, if in possession, to Buyer upon agreement of this letter. Seller shall be responsible for the cost of a basic Title Policy premium, any endorsements to the Title Policy will be the cost of the Buyer. 7. Survey Buyer shall be responsible, at Buyer's sole cost, for obtaining an ALTA survey of the Property prior to the expiration of the Inspection Period. 8. Inspection Period Buyer may terminate purchase contract within 150 days after the effective date of the purchase contract for any reason. Shall Buyer fail to terminate the purchase contract during said period, Earnest Money shall become non-refundable but applicable to the Purchase Price. Buyer shall have two (2) options to extcnd the Feasibility Period by thirty (30) days by depositing a nonrefundable but applicable fee of $10,000 for each extension. Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 2 9. Closing Date Closing to occur within 30 days after the expiration of the Inspection Period. 10. Closing Expenses Transfer taxes, documentary stamp expenses, and recording expenses to be paid by Seller. Each party to pay their own lega1 fees. Title Policy premium paid by Seller. All other closing costs divided equally between Buyer and Seller. 11. Taxes & Prorations Ad valorem taxes to be prarated as of the Closing Date. Rollback taxes to paid by Buyer, if assessed. 12. Broker's Commission Seller shall pay a commission to Davidson & Bogel Real Estate, LLC, per a separate written agreement, through the Title Company at Closing. Buyer shall pay a commission to Dosch Marshall Real Estate per a separate written agreement, through the Title Company at Closing. 13. Acknowledgements By signing this Letter of Intent, Buyer has hereby acknowledged that they are aware of that the property is being disposed according to the FAA Noise Land Management Manual (Exhibit B), and that the Property will be subject to certain requirements, deed restrictions, and easements at the discretion of the City of Fort Worth and the FAA. The Ciry of Fort Worth reserves the right to accept or reject any offer. Acceptance of offers is subject to Fort Worth City Council approval. Please understand this is a letter of intent and a summary of our negotiations to date. This letter is not a contract, final agreement, or any type of legally binding document whatsoever. If this letter of intent is acceptable, please acknowledge below. Thank you. Acknowledged by Seller: �u�r w'W��- B�7; va��r��wa5htogroo(Mayia,zozsio�.iecoi) Name: Valerie Washington Title: Assistant City Manager vate: 05/13/2025 Acknowledged by Buyer: By� �DocuSigned by: i,►-mi,! SC3E9A4FC693470_. Name: Levi Hermes Title: Development Director Date: 4/14/2025 Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 3 Exhibit A PropertV Description Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1 D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 4 EXHIBIT B FAA Noise Land Mana�ement Manual To be provided to Buver via separate document Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 5 EXHIBIT C SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT § SPECIAL WARRANTY DEED Airport Noise Mitigation Land Grantor: CITY OF FORT WORTH, A TEXAS MUNICIPAL CORPORATION Grantor's Mailing Address (including County): 200 TEXAS STREET FORT WORTH, TARRANT COUNTY, TEXAS 76102 Grantee: Grantee's Mailing Address (including County): Consideration: TEN AND NO/100--- ($10.00) ---DOLLARS and other good and valuable consideration, the receipt and sufficiency of which are 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: Grantor hereby excepts from this conveyance to Grantee and reserves for itself all of Grantor's right, title and interest, if any, in and to all of the oil, gas and other minerals in, under and that may be produced from the Property (the "Mineral Estate Reservation"). Grantor hereby waives any and all of Grantor's rights to go on or about or use the surface of the Property, including, without limitation, for the exploration, production or development of oil, gas or other Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 6 minerals; provided, however, Grantor retains the right to explore, develop or produce such oil, gas and other minerals by means which do not include the use of the surface of the Property, including, without limitation, directional wells drilled under any part of the Property from a site off the Property or by pooling of the Property with other lands, provided that those operations do not interfere with the surface or subsurface support of any improvements constructed or to be constructed on the Property. Grantor further reserves an avigation easement in, on, over and across the Property (the "Avi�ation Easement"). This Avigation Easement is for free and unobstructed passage of aircraft (being defined as any contrivance now known or hereafter invented, used or designed for navigation of or flight in the air), regardless of operational levels, frequency, air traffic control procedures, types of aircraft, or airport runway configurations which might come to be in effect in the future, landing at or taking off from, or operating at or on the Airport, or any airport owned by the Crrantor, their successors and assigns, or owned by others, by whomsoever operated, in the airspace above and adjacent to the Property, at or above the elevation of 840 feet above mean sea level, or structural heights established by applicable local zoning ordinances, whichever height is lower (the "Permitted Air Space"), together with the right in all air space above the surface of the Property to cause damages to the Property or to persons occupying or on such Property, from noise, vibration, fumes, dust, fuel, lubricant particles, and all other effects that may be caused by the operation of an aircraft in the Permitted Air Space landing at and taking off from, or operating at, on, or adjacent to Airport as it now or as it may hereafter be configured, or any other airport owned by the Grantor, their successors and assigns, or owned by others. Grantor, their successors and assigns, also reserve and retain a continuing right and easement to take any action necessary to prevent the erection or growth of any structure, tree or other object into the Permitted Air Space and to remove from the Permitted Air Space any and all structures, trees or other objects that may at any time project or extend into the Permitted Air Space, together with the right of ingress to, egress from and passage over the Property for such purposes. The Avigation Easement and other rights reserved and retained herein by Grantor shall be binding upon Grantee, Grantee's successors, heirs, executors, administrators and assigns, and shall be a covenant running with the land. Exceptions to Conveyance and Warranty: This conveyance is made subject to all easements, leases, agreements, licenses, or other interests that affect the Property, and that are matters of public record or would otherwise be disclosed by title examination, survey, investigation or inquiry, including without limitation the rights of parties in possession of the Property, whether over, upon, under, through, in or across the Property (the "Occupancv Interests"). This conveyance is also subject to any utilities, pipelines or communications facilities, including without limitation water and wastewater lines, gas lines, and storm sewers, owned or operated by Grantor or any other entity, public or private (the "Utilities"). Grantee shall be solely responsible, at its expense, for determining and verifying the location of Occupancy Interests and Utilities in, on or around the Property and for properly protecting and/or Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 7 relocating the Occupancy Interests and the Utilities, including without limitation those owned by Grantor. Any information that has been provided or is provided by Grantor regarding the location of any Occupancy Interests or Utilities, whether within the Property or elsewhere, is for general information only and shall not relieve the Grantee of the above-stated obligation to independently determine and verify the location of Occupancy Interests and Utilities. GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY HIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS, TO CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, AND GEOLOGY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY CONDUCT THEREON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER OR QUALITY OF THE — CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO THE PROPERTY, (G) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAiR OF THE PROPERTY, OR (H) EXCEPT FOR THE WARRANTY OF TITLE IN THIS DEED, ANY OTHER MATTER WITH RESPECT TO THE PROPERTY, AND SPECIFICALLY, GRANTOR HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40 C.F.R., PART 261, OR THE DISPOSAL OR EXISTENCE IN OR ON THE PROPERTY OF ANY ENVIRONMENTAL SUBSTANCES, HAZARDS OR CONDITIONS OR PRESENCE OF ANY ENDANGERED OR PROTECTED SPECIES THEREON. FOR PURPOSES HEREOF, "ENVIRONMENTAL SUBSTANCES" MEANS THE FOLLOWING: (A) ANY "HAZARDOUS SUBSTANCE" AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, 42 U.S.C.A. SECTION 9601 ET. SEQ., AS AMENDED, AND REGULATIONS PROMULGATED THEREUNDER, (B) ANY "HAZARDOUS SUBSTANCE" UNDER THE TEXAS HAZARDOUS SUBSTANCES SPILL PREVENTION AND CONTROL ACT, TEX. WATER CODE, SECTION 26.261, ET. SEQ., AS AMENDED, (C) PETROLEUM OR PETROLEUM-BASED PRODUCTS (OR ANY DERIVATIVE OR HAZARDOUS CONSTITUENTS THEREOF OR ADDITIVES THERETO), INCLUDING WITHOUT LIMITATION, FUEL AND LUBRICATION OILS, (D) ANY "HAZARDOUS CHEMICALS" OR "TOXIC CHEMICALS" UNDER THE OCCUPATIONAL SAFETY AND HEALTH ACT, 29 U.S.C.A. SECTION 651 ET SEQ., AS AMENDED, (E) ANY Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 8 "HAZARDOUS WASTE" UNDER THE RESOURCE CONSERVATION AND RECOVERY ACT, 42 U.S.C.A. SECTION 6901 ET SEQ., AS AMENDED, (F) ASBESTOS, (G) POLYCHLORINATED BIPHENYLS, (H) UNDERGROUND STORAGE TANKS, WHETHER EMPTY, FILLED, OR PARTIALLY FILLED WITH ANY SUBSTANCE, (I) ANY SUBSTANCE, THE PRESENCE OF WHICH IS PROHIBITED BY FEDERAL STATE OR LOCAL LAWS AND REGULATIONS, AND (J) ANY OTHER SUBSTANCE WHICH SY FEDERAL, STATE OR LOCAL LAWS AND REGULATIONS REQUIRES SPECIAL HANDLING OR NOTIFICATION OF GOVERNMENTAL AUTHORITIES IN ITS COLLECTION, STORAGE, TREATMENT OF DISPOSAL. REFERENCES TO PARTICULAR ACTS OR CODIFICATIONS IN THIS DEFINITION INCLUDE ALL PAST AND FUTURE AMENDMENTS THERETO, AS WELL AS APPLICABLE RULES AND REGULATIONS AS NOW OR HEREAFTER PROMULGATED THEREUNDER. Use Restrictions: As a further condition of this conveyance, and as part of the consideration therefor, Grantee, by the acceptance of this Special Warranty Deed, hereby agrees that Grantee and all of Grantee's successors in interest to the Property and those holding any rights to use the Property through Grantee shall be perpetually restricted and strictly prohibited from using the Property for the following purposes: • Residential: including single-family, multi-family, mobile homes, or dormitories • Institutional: including churches, schools, hospitals, nursing homes, day care facilities, or libraries • Recreational: Including arts or instructional facilities that require significant quietude TO HAVE AND TO HOLD the Property, together with all and singular any other rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns, FOREVER, subject only to the Reservations from Conveyance, the Exceptions to Conveyance and Warranty, and the Use Restrictions; and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise, subject, however, only to the Reservations from Conveyance, the Exceptions to Conveyance and Warranty, and the Use Restrictions [The balance of this page is intentionally left blank] Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Letter of Intent — Alliance Airport Noise Mitigation Land — Haslet, Texas _April 14th , 2025 Page 9 IN TESTIMONY WHEREOF, this instrument is executed on the date set forth in the acknowledgment below, to be effective, however, as of , 2024. GRANTOR: CITY OF FORT WORTH, TEXAS By: Name: Title: Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Name: Title: Assistant City Attorney Date: M&C: THE STATE OF TEXAS § § COUNTY OF TARRANT § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day , 2024. Notary Public in and for the State of Texas [SEAL] After recording please return this instrument to: Docusign Envelope ID: B1586B50-775B-4F82-A4EC-BB9BAE3FEE1D Approved by the Texas Real Estate Commission for Voluntary Use �AVIDSON BOGEI _. Texas law requires that all real estate licensees present this information to prospective sellers, landlords, buyers or tenants. Information on Brokerage Services What to Know Before Working with a Real Estate Broker Before working with a real estate broker, you should know that the duties of a broker depend on whom the broker represents. If you are a prospective seller or landlord (owner) or a prospective buyer or tenant (buyer), you should know that the broker who lists the property for sale or lease is the owner's agent. A broker who acts as a subagent represents the owner in cooperation with the listing broker. A broker who acts as a buyer's agent represents the buyer. A broker may act as an intermediary between the parties if the parties consent in writing. A broker can assist you in locating a property, preparing a contract or lease, or obtaining financing without representing you. A broker is obligated by law to treat you honestly. IF THE BROKER REPRESENTS THE OWNER: The broker becomes the owner's agent by entering into an agreement with the owner, usually through a written listing agreement or by agreeing to act as a subagent by accepting an offer of subagency from the listing broker. A subagent may work in a different real estate office. A listing broker or subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. The buyer should not tell the owner's agent anything the buyer would not want the owner to know because an owner's agent must disclose to the owner any material information known to the agent. IF THE BROKER REPRESENTS THE BUYER: The broker becomes the buyer's agent by entering into an agreement to represent the buyer, usually through a written buyer representation agreement. A buyer's agent can assist the owner but does not represent the owner and must place the interests of the buyer first. The owner should not tell a buyer's agent anything the owner would not want the buyer to know because a buyer's agent must disclose to the buyer any material information known to the agent. IF THE BROKER ACTS AS AN INTERMEDIARY: A broker may act as an intermediary between the parties if the broker complies with The Texas Real Estate License Act. The broker must obtain the written consent of each party to the transaction to act as an intermediary. The written consent must state who will pay the broker and, in conspicuous bold or underlined print, set forth the broker's obligations as an intermediary. The broker is required to treat each party honestly and fairly and to comply with The Texas Real Estate License Act. A broker who acts as an intermediary in a transaction: (1) shall treat all parties honestly; (2) may not disclose that the owner will accept a price less than the asking price unless authorized in writing to do so by the owner; (3) may not disclose that the buyer will pay a price greater than the price submitted in a written offer unless authorized in writing to do so by the buyer; and (4) may not disclose any confidential information or any information that a party specifically instructs the broker in writing not to disclose unless authorized in writing to disclose the information or required to do so by The Texas Real Estate License Act or a court order or if the information materially relates to the condition of the property. With the parties' consent, a broker acting as an intermediary between the parties may appoint a person who is licensed under The Texas Real Estate License Act and associated with the broker to communicate with and carry out instruction of one party and another person who is licensed under the Act and associated with the broker to communicate with and carry out instruction of the other party. If you choose to have a broker represent you, you should enter into a written agreement with the broker that clearly establishes the broker's obligations and your obligations. The agreement should state how and by whom the broker will be paid. You have the right to choose the type of representation, if any, you wish to receive. Your payment of a fee to a broker does not necessarily establish that the broker represents you. If you have any questions regarding the duties and responsibilities of the broker, you should resolve those questions before proceeding. (Form 5/98) Property: Alliance Airport Noise Mitigation Land — Haslet, Texas In this transaction, Davidson & Bogel real Estate, LLC is: � agent for Owner/Landlord only; ❑ agent for Buyer/Tenant only; or ❑ an intermediary. Broker asks that you acknowledge receipt of this information about brokerage services for broker's records. Owner or Landlord Date Buyer or Tenant Date Texas Real Estate Brokers and Salesmen are licensed and regulated by the Texas Real Estate Commission (TREC). If you have a question or complaint regarding a real estate licensee, you should contact TREC at P.O. Box 12188, Austin, Texas, 78711-2188, or 512-465-3960.