HomeMy WebLinkAbout064501-A1 - Construction-Related - Contract - Alliance Industrial Partners, LLCDocusign Envelope ID: 5B795EC0-18F1-8AE8-8101-A57BF8A61BB9
CSC No. 64504-A1
FIRST AMENDMENT TO CONTRACT OF SALE AND PURCHASE
THIS FIRST AMENDMENT TO CONTRACT OF SALE AND PURCHASE (this "Amendment")
is made and entered into by and between the CITY OF FORT WORTH, a home -rule Municipal
Corporation of the State of Texas, acting by and through its duly authorized City Manager or Assistant City
Manager ("Seller") and ALLIANCE INDUSTRIAL PARTNERS, LLC, (the "Purchaser"), as of the date
of both parties execution hereof ("Effective Date").
WITNESSETH:
WHEREAS, Seller and Purchaser entered into that certain Contract of Sale and Purchase under
City Secretary Contract ("CSC") No. 64504, dated December 24, 2025 (the "Agreement') regarding the
sale by Seller to Purchaser of approximately 10.488 acres of land with a site address of 1304 Westport
Parkway, Haslet, Tarrant County, Texas, 76177, as more specifically described in the Agreement; and
WHEREAS, both parties desire to update the definition of the Inspection Period as laid out in the
Agreement to provide for an additional ninety (90) days.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants herein
contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged,
Purchaser and Seller hereby enter into this Amendment.
1. Recitals. The foregoing recitals are hereby affirmed by the parties as true and correct and
each such recital is incorporated herein by this reference. Unless otherwise defined herein, capitalized terms
used in this Amendment shall have the meanings ascribed to such terms in the Agreement.
2. The definition of "Inspection Period" found in Section 1, "DEFINITIONS," of the
Agreement is hereby deleted in its entirety and is replaced with the following:
Inspection Period: the period of time beginning on the Effective Date and ending at 11:59
p.m. Fort Worth, Texas time on the date that is two hundred and forty (240) days thereafter
or after any subsequent Inspection Period Extension permitted under this Agreement.
3. General. Except as expressly modified by this Amendment, the Agreement remains in full
force and effect in accordance with its terms. In the event of any conflict between this Amendment and the
Agreement, the terms of this Amendment shall control. This Amendment shall be binding upon and inure
to the benefit of the parties hereto, and their respective successors, assigns, heirs and personal
representatives.
4. Counterparts. To facilitate execution of this Amendment the parties may execute this
Amendment in counterpart and exchange signatures by electronic delivery of a PDF copy of the executed
Amendment (including by way of DocuSign or other similar electronic signature exchange software), which
PDF copy shall be deemed valid and binding.
[signature page follows]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
First Amendment To Contract of Sale And Purchase
CSC No. 64504
Docusign Envelope ID: 5B795EC0-18F1-8AE8-8101-A57BF8A61BB9
IN WITNESS WHEREOF, the parties have executed this Amendment as May _, 2026.
SELLER:
CITY OF FORT WORTH, TEXAS
A Texas home -rule municipality
By: Valerie Washington (May 18, 2026 16:16:31 CDT)
Name: Valerie Washington
Title: Assistant City Manager
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Jannette Goodall, City Secretary
M&C #25-1165
M&C Date: December 9, 2025
APPROVED AS TO LEGALITY AND FORM
Thomas R. Hansen
Assistant City Attorney
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
An ea McIntosh, Land Agent
Property Management Department — Real Estate Division
PURCHASER:
ALLIANCE INDUSTRIAL PARTNERS, LLC,
A Delaware Limited Liability Company
FDOCUSIgned by:
By:
Name: Chad Pams
Title: Vice President
IVA
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 64504
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT ("Agreement") 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").
Closing: 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.
Co un : 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 Money: 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 "Earnest
Money" 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 Agent: 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 11:59
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.
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 Rights"), 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.
Property: 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 14.3.
Seller: The party described as Seller in the initial paragraph of this Agreement.
State: Texas, the state in which the Property is located.
Surviving Obligations: 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 Company: Rattikin Title Company, 201 Main Street, Suite 800, Fort Worth, Texas
76102, Attn: Megan Newburn, Telephone: (817) 334-1322, Email: mnewburn@RattikinTitle.com.
Title Policy: 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
4.1 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 Monet/"). 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 Agent. 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 MA
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 Party 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) Survey. A copy of Seller's existing survey (if any) of the Property (the "Survey').
(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 Documents. Any other documents in the possession of Seller related to the
Property that are reasonably requested by the Purchaser.
5.2 Updated Survey. 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 "Updated Survey"). 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 ("Objections") 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 five (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 i 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 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 new Objections that affect Purchaser's ability to develop the Property in
accordance with Purchaser's intended use, then within five (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 Policy. 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 fall 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 — INSPECTION 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 -
parry site plans, studies or tests, including, without limitation, soils tests, topographical information,
structural tests and engineering studies (collectively, the "Studies"), obtained by 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 thereof. 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
REPRESENTATIVES 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 S
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 INSPECTION 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 "Inspection 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 Rights. 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 Confidentiality. 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
7.1 Disclaimers by 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
WARRANTIES, 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, (f) 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, 0) 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, (q) 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, or (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
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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 Liability. 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 WANED) 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
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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 THIS AGREEMENT OR THE
TRANSACTION CONTEMPLATED HEREBY. THIS OBLIGATION WILL SURVIVE THE
CLOSING OR ANY EARLIER TERMINATION OF THIS AGREEMENT.
SECTION 9 — CONDEMNATION
9.1 Taking. 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
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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 Seller Representations. As it pertains to the subj ect Property, Seller makes the following
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) Authori1y. 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) Foreign 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 ag tion. 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.
(f) 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) Zoning. 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.
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0) 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 defined in Section 101(14) of CERCLA, or petroleum (including crude oil or any fraction
thereof) 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 Representations. Purchaser makes the following representations, as of the
Effective Date and as of the Closing Date:
(a) Authori1y. 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 parry 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 I I — 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 Agreements. 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.
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(d) Exclusivity. 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
12.1 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 Closing. Seller's obligation to close the transaction contemplated by this
Agreement is conditioned upon satisfaction of the following condition (the "Closing Condition): None
If the Closing Condition has not been satisfied 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 Delivery. 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 FfRPTA 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.
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12.4 Purchaser Delivery. 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 Adjustments and Proration. 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 accordingly 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 "Closing
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 Reporting 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.
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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
13.1 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 thereof. 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.
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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, 1 Oth Floor
Fort Worth, Texas 76102
Attn: Andrea McIntosh
Email: Andrea.McIntosh@fortworthtexas.govThe proper address for Purchaser is as follows:
With a copy to:
Alliance Industrial Partners, LLC
Attn: Chad Parrish and Levi Hermes
820 Gessner Road, Suite 1000
Houston, Texas 77024
E-mail: chad.Darrishnallindustrialco.com
Levi.hermeskallindustrialco. com
Wilson, Cribbs & Goren, P.C.
Attn: Travis Huehlefeld
1233 West Loop South, Suite 800
Houston, Texas 77027
Email: thuehlefeld@wcglaw.com
14.2 Confidentiality. Except as otherwise provided herein, 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
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will survive any termination or cancellation of this Agreement.
14.3 Successors and Assignment. This Agreement is binding upon and will inure to the benefit
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 Governing 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 Implied Waiver. The parties may waive any of the rights or conditions
contained herein or any of the obligations of the other parry 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 Headings. 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 Agreement. 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.
14.11 Severability. 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 pd£ 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
14.13 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 first 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 (10') business day after execution by Purchaser
unless it is signed by Seller and received by Purchaser within such period.
SECTION 15 — SPECIAL PROVISIONS
15.1 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.]
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
By: Valerie Washington (Dec 24, 202511:54:06 CST)
Name: Valerie Washington
Title:
Assistant city manager
Date: 12/24/2025
PURCHASER:
ALLIANCE INDUSTRIAL PARTNERS, LLC,
a Delaware Limited Liability Company
., -f
By: Chad Parrish (Dec 23, 2025 20:35:36 CST)
Name: Chad Parrish
Title: Vice President
Date: 12/23/2025
ATTEST:
Jannette S. Goodall
City Secretary
M&C #25-1165
M&C Date: December 9, 2025
APPROVED AS TO LEGALITY AND FORM:
Thomas Hansen
Assistant City Attorney
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the
monitoring and administration of this contract, including ensuring all
performance and reporting requirements.
Andrea McIntosh, Land Agent
Property Management Department — Real Estate Division
PURCHASE AND SALE AGREEMENT 1304 WESTPORT PARKWAY, HASLET, TX 76177 Page 18
ALLIANCE INDUSTRIAL PARTNERS, LLC
JOINDER AND RECEIPT BY ESCROW AGENT
The Agreement has been received by Escrow Agent on December 29 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
By: S
Name: Stephen Lindsey
Title: Vice President
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
IWAMMIM
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
I:K48611:1118
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
I:i`I;rf]i.`/:��ifu D ► . Df.`7 ' : y�1►111[.`ii
COUNTY OF TARRANT
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
"Pro e ").
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 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 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 "Avigation 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 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 Exceptions").
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, (f) 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,
0) 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 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, (q) the merchantability of the Property or fitness of the
Property for any particular purpose, (r) the truth, accuracy or completeness of any diligence items provided
by Grantor, (s) tax consequences, or (t) any other matter or thing with respect to the Property. GRANTOR
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO GRANTEE,
INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY,
OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY,
AND GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN
DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS PARAGRAPH
ARE A MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS
SPECIAL WARRANTY DEED AND SHALL SURVIVE CLOSING.
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 52025.
GRANTOR:
The City of Fort Worth,
a Texas home rule municipal corporation
By:
Name:
Title:
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was ACKNOWLEDGED before me on
Worth, a Texas home rule municipal corporation, on behalf of said corporation.
Notary Public - State of Texas
EXHIBIT B, Form of Special Warranty Deed — Page 4
, 2025 by
of the City of Fort
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 M&C Review
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORA
Create New From This M&C
DATE: 12/9/2025 REFERENCE **M&C 25- LOG NAME: 21CFO SALE OF 1304
NO.: 1165 WESTPORT PKWY
CODE: L TYPE: CONSENT PUBLIC NO
HEARING:
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/counciI_packet/mc_review.asp? I D=34026&cou nciIdate=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 (1). 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 # I Amount y
ID ID I Year I (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget I Reference # Amount
ID I ID Year Chartfield 2
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
1304 WestportPkwypdf (Public)
Dana Burghdoff (8018)
Valerie Washington (6192)
Marilyn Marvin (7708)
Roger Venables (5402)
Andrea McIntosh (6253)
Barbara Goodwin (5415)
apps.cfwnet.org/counciI_packet/mc_review.asp?ID=34026&counciIdate=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 Westport Pkwy-3.4M.Revd.pdf (CFW Internal)
apps.cfwnet.org/councii_packet/mc_review.asp?ID=34026&councildate=12/9/2025 3/3
Home Legislation Calendar City Council
Departments
Details
Meeting Name:
CITY COUNCIL
Agenda status:
Final
Meeting date/time:
12/9/2025 6:00 PM
Minutes status:
Preliminary Final
Meeting location:
City Council Chamber
Published agenda:
IL -Agenda
Published minutes:
Not available
Agenda packet:
Not available
Meeting video:
► Video
Attachments:
Meeting Items (134)
134 records Group
Fxport Show: Legislation only
File # Ver.
Agenda # Name
Type
Title
Action
25-5653 1
1.
Special
Presentation of Salvation Army's Red
Presentations,
Kettle Campaign Kick -Off
Introductions
25-5657 1
2.
Special
Presentation of a Recognition Honoring
Presentations,
TCU Chancellor Daniel W. Pullin
Introductions
25-5654 1
3.
Special
Presentation of a Recognition Celebrating
Presentations,
the 75th Anniversary of Riverside Middle
Introductions
School
25-5655 1
4.
Special
Presentation of a Recognition Celebrating
Presentations,
the 30th Anniversary of the Woman's
Introductions
Business Council Southwest
M&C 25-1097 1
1.
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 $270,061.36 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
M&C 25-1103 1
2.
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
M&C 25-1110 1
3.
General
(ALL) Ratify the Application for, and
Approved
Consent
Authorize Acceptance of, If Awarded, the
Crime Laboratory Portal Records Grant
Program from the Office 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 Office
of the Texas Governor, Public Safety
Office, Adopt Resolution Accepting Grant
Funds and Making Assurances, and Adopt
Appropriation Ordinance
M&C 25-1111 1
4.
General
(ALL) Adopt Appropriation Ordinance to
Approved
Consent
Increase Estimated Receipts and
Appropriations in Fiscal Year 2025 in the
General Capital Projects Fund by
$6,500,000.00, 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
�D RSS t Alerts
Result Action Details Video
Action details ►' Video
Action details .w Video
Action details ' Video
Action details ►' Video
Action details Not available
Action details Not available
Action details Not available
Action details Not available
File # Ver. Agenda # Name
Type
Title
Action Result Action Details Video
M&C 25-1165 1 3.
Land Consent
(CD 10) Authorize the Direct Sale of
Approved Action details Not available
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
M&C 25-1167 1 4.
Land Consent
(CD 7) Authorize the Direct Sale of City
Approved Action details Not available
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
M&C 25-1175 1 5.
Land Consent
(CD 2, CD 7 and CD 8) Authorize the
Approved Action details Not available
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 Fort 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
M&C 25-1090 1 1.
Award of
(CD 3) Adopt Appropriation Ordinance in
Approved Action details Not available
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
M&C 25-1091 1 2.
Award of
(ALL) Authorize Execution of Amendment
Approved Action details Not available
Contract
No. 4 to an Engineering Agreement with
Consent
Brown and Caldwell in the Amount of
$515,450.00 for a Revised Contract
Amount of $9,863,517.00 for the Emerging
Contaminants Per- and Polyfluoroalkyl
Substances Treatment Study Project and
Adapt Appropriation Ordinance to Effect a
Portion of Water's Contribution to the
Fiscal Years 2026-2030 Capital
Improvement Program
M&C 25-1092 1 3.
Award of
(CD 8) Authorize Execution of a Contract
Approved Action details Not available
Contract
with Stabile & Winn, Inc., in the Amount
Consent
of $8,428,697.50, for Combined Street
Paving Improvements, Stormwater
Improvements, and Water and Sanitary
Sewer Main Replacements for the 2022
Year 3 — Contract 17 Project, Adopt
Appropriation Ordinances to Effect a
Portion of Water Department's
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)
M&C 25-1093 1 4.
Award of
(CD 7) Authorize Execution of Amendment
Approved Action details Not available
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)
M&C 25-1094 1 5.
Award of
(CD 2, CD 3, CD 7, CD 9 and CD 11)
Approved Action details Not available
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
Butler Place Access and Development Plan
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entity filing form, and the city, state and country of the business entity's place
of business.
2025-1389067
Alliance Industrial Partners, LLC
Houston, TX United States
Date Filed:
11/13/2025
2
Name of governmental entity or state agency that is a parry to the contract for which the form is
being filed.
City of Fort Worth
Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
see instructions in email
Land transaction
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling I
Intermediary
5
Check only if there is NO Interested Party. ❑
X
6
UNSWORN DECLARATION
My name is Levi Hermes and my date of birth is
My address is 820 Gessner Rd. Ste 1000 Houston TX , 77024 USA .
(city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Dallas County, State of Texas , on thel3thday ofNovember2o-25L.
(month) (year)
nature of authorized agent of contracting business entity
(Declarant)
Forms nrovided by Texas Ethics Cnmmissinn www_ethics_state_tx_us Version V4.1.0.f10dOM8
FORT WORTH.
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Alliance Industrial Partners, LLC
Subject of the Agreement:
Amendment to Contract of Sale and Purchase
M&C Approved by the Council? * Yes 8 No 8
If so, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes 8 No ❑ 1 st Amendment to #64504
If so, provide the original contract number and the amendment number.
Is the Contract "Permanent"? *Yes 8 No ❑
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is
Confidential, please list what information is Confidential and the page it is located.
Effective Date: 12/24/2025
If different from the approval date.
Expiration Date:
If applicable.
Is a 1295 Form required? * Yes 8 No ❑
*If so, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: If applicable.
N/A
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 8 No ❑
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Jannette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is not provided, the contract will be
returned to the department.