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HomeMy WebLinkAbout065822 - Construction-Related - Contract - Boykin Land Company, LLCCSC No. 65822 CONTRACT OF SALE AND PURCHASE THIS CONTRACT OF SALE AND PURCHASE ("Contract") is made and entered into by and between the CITY OF FORT WORTH, TEXAS ("Purchaser"), a home -rule municipal corporation of the State of Texas, acting by and through its duly authorized Assistant City Manager, and BOYKIN LAND COMPANY, LLC ("Seller"), a domestic limited liability company, as of the date on which this Contract is executed by the last to sign of Purchaser and Seller ("Effective Date"). AGREEMENT In consideration of the mutual covenants in this Contract, Seller and Purchaser agree as follows: Section 1. Sale and Purchase. (a) Seller currently leases a portion of the Property (as described below) to Purchaser in accordance with that certain Lease Agreement by and between Seller, as landlord, and Purchaser, as tenant, dated May 29, 2025 (the "Lease"). In accordance with Section 8 of the Lease, Purchaser has exercised its option to Purchase the Property and Seller agrees to sell and convey to Purchaser, on and subject to the terms and conditions set forth in this Contract, all Seller's interest in approximately 1.407 acres of land situated in the J. Childress Survey, Abstract No. 250, City of Fort Worth, Tarrant County, Texas and being Lots 1-6 and Lots 7A -12A of Block 6 and Lots 1, 2, 13A and 14A of Block 9 of the Daggett 2"d Addition (unrecorded), an addition to the City of Fort Worth, Tarrant County, Texas (TAD Account No. 4662938) (the "Land"), as more particularly described in Exhibit "A," attached hereto and incorporated herein for all purposes, together with (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys, rights -of -way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or adjoining the Land, to the centerline of such street, road or access way; (v) all of Seller's rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Land; and (vi) all licenses, interests, and rights appurtenant to the Land. The Land and Items (i)-(vi) are collectively referred to as the "Property." (b) Seller shall convey the Property to Purchaser free and clear of all liens, claims, easements, rights -of -way, reservations, restrictions, encroachments, tenancies, and any other encumbrances (collectively, the "Encumbrances") except the Encumbrances appearing in the Title Commitment and the Survey (hereinafter defined) that are not cured and that are subsequently waived pursuant to Section 3 ("Permitted Encumbrances") and the Deed Restrictions contained herein. (c) Notwithstanding anything to the contrary, Seller hereby retains and reserves from this conveyance (and the Property does not include) for itself, and its successors and assigns, any and all interest in any and all oil, gas and other minerals in, on, or under the Land; provided, however, Seller hereby waives and relinquishes access to any use of the surface oftheProperty. Section 2. Earnest Money and Purchase Price. (a) Within ten (10) calendar days after the Effective Date, Purchaser must deliver to the Title Company's escrow agent an earnest money deposit of Ninety -Three Thousand Seven Hundred Sixty Dollars and 00/100 ($93,760.00) in cash funds (the "New Earnest Money"). The Parties acknowledge that Seller already maintains $26,240.00 as a security deposit under the Lease (the "Security Deposit"). The New Earnest Money and existing Security Deposit shall be deemed "Earnest Money" for purposes of this Contract. Upon Closing (as hereinafter defined), the Earnest Contract of Sale and Purchase Page -1 - of 21. Boykin Land Company, LLC OFFICIAL RECORD 400 E. Vickery Boulevard CITY SECRETARY FT. WORTH. TX Money shall be applied as a credit toward the Purchase Price (as hereinafter defined). The Earnest Money will be: (i) refunded to Purchaser, less the Security Deposit if Purchaser terminates the Contract prior to expiration of the Contract's Option Period; or (ii) forfeited to Seller if Purchaser does not terminate but defaults in its obligation to close. (b) The purchase price ("Purchase Price") for the Property, payable by Purchaser to Seller at Closing, is Six Million and 00/100 Dollars ($6,000,000.00). Section 3. Title Commitment and Survey. (a) Within ten (10) calendar days after the Effective Date, Seller shall obtain, at Seller's sole cost and expense, a Commitment for Title Insurance ("Title Commitment") from Fidelity National Title Insurance Company, 4541 Bellaire Drive, Ste. 101, Fort Worth, Texas 76109, Attn: Tim Watts; Phone: 817-377-4100; E -Mail: tbwatts@fidelity-usa.com (the "Title Company"). The Title Commitment shall be effective as of a date which is on or after the Effective Date, showing Seller as the record title owner of the Land, and shall show all Encumbrances and other matters, if any, relating to the Property. The Title Company shall also deliver to Purchaser, contemporaneously with the Title Commitment, legible copies of all documents referred to in the Title Commitment, including but not limited to, plats, reservations, restrictions, and easements. (b) Purchaser may obtain an updated survey of the Property ("Survey") at Purchaser's sole cost and expense. The Survey shall consist of a plat and field notes describing the Property, prepared pursuant to a current on -the -ground staked survey performed by a registered public surveyor or engineer satisfactory to Purchaser and Title Company. The Survey shall: (i) be certified to Purchaser, its successors and assigns, and Title Company; (ii) reflect the actual dimensions of and the total number of square feet within the Property net of any portion thereof lying within a publicly dedicated roadway; (iii) identify any rights -of -way, easements, or other Encumbrances by reference to applicable recording data; (iv) include the Surveyor's registered number and seal and the date of the Survey; and (vi) adhere to standards developed by the American Land Title Association (ALTA). The description of the Property prepared as a part of the Survey will be used in all of the documents set forth in this Contract that require a legal description of the Property. (c) Purchaser shall have a period of time ("Title Review Period") commencing on the Effective Date and ending five (5) days prior to the expiration of the Option Period (defined below), in which to notify Seller in writing of any objections ("Objections") Purchaser has to any matters shown on the Title Commitment or the Survey. Purchaser will provide written notice of its Objections to Seller with a copy to the Title Company on or before the expiration of the current Title Review Period. (d) Seller shall have the option, but not the obligation, to remedy or remove all Objections (or agree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) during the period of time (the "Cure Period") ending on the expiration of the Option Period. Except to the extent that Seller cures, or agrees in writing to cure, such Objections during the Cure Period, Seller shall be deemed to have elected not to cure such matters. If Seller is, or is deemed to be, unable or unwilling to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within the Cure Period, then either (i) this Agreement may be terminated in its entirety by Purchaser by giving Seller written notice to such effect prior to the expiration of the Option Period, and the parties shall be released of further obligations under this Agreement; or (ii) any such Objections may be waived by or on behalf of Purchaser, with Purchaser to be deemed to have waived such Objections if notice of termination is not given within the Option Period. Any title encumbrances or exceptions which are set forth in the Title Commitment or the Survey and to which Purchaser does not object within Title Review Period (or which are thereafter waived or deemed to be waived by Purchaser) Contract of Sale and Purchase Page - 2 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard shall be deemed to be permitted exceptions (the "Permitted Exceptions") to the status of Seller's title to the Property. (e) Notwithstanding any other provision herein to the contrary: (i) all exceptions disclosed in the Title Commitment (or any subsequent commitment) which arise on or after the Effective Date of this Agreement and are not attributable to actions by Purchaser, and which may be cured by the payment of money; and (ii) all Objections that Seller agrees in writing to cure at or prior to Closing (collectively, the "Mandatory Cure Items") shall be satisfied, cured or removed by Seller, at Seller's sole cost and expense, at or prior to Closing. Section 4. Due Diligence Documents. Within five (5) calendar days after the Effective Date, Seller shall deliver to Purchaser for Purchaser's review: (i) any and all tests, studies, surveys, and investigations relating to the Property, including, without limitation, any soil tests, engineering reports or studies, and any Phase I or other environmental audits, reports or studies of the Property; (ii) any and all information regarding condemnation notice(s), proceedings and awards affecting the Property; and (iii) any existing surveys of the Property (the "Due Diligence Material"). IT IS ACKNOWLEDGED THAT THE DUE DILIGENCE MATERIALS INCLUDE REPORTS, INVESTIGATIONS, FINDINGS, ANALYSES, CONCLUSIONS, DATA AND OTHER INFORMATION WHICH MAY BE OR HAVE BEEN PREPARED BY THIRD PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, PURCHASER AGREES THAT: (A) SELLER HAS NOT MADE, AND SHALL NOT BE DEEMED TO HAVE MADE, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF THE INFORMATION CONSTITUTING THE DUE DILIGENCE MATERIALS OR THE CONCLUSIONS CONTAINED THEREIN OR THE QUALIFICATIONS OF THE PERSONS WHO HAVE PREPARED THE DUE DILIGENCE MATERIALS, OR ANY PART THEREOF, AND (B) PURCHASER'S RELIANCE ON THE DUE DILIGENCE MATERIALS IN DETERMINING WHETHER TO PURCHASE THE PROPERTY SHALL BE AT PURCHASER'S OWN RISK AND SELLER SHALL HAVE NO LIABILITY THEREFOR. THE DUE DILIGENCE MATERIALS ARE DELIVERED OR MADE AVAILABLE WITHOUT REPRESENTATION OR WARRANTY BY SELLER (EXPRESS OR IMPLIED). Section 5. Tests. Purchaser, at Purchaser's sole cost and risk, shall have the right to go on to the Property to make inspections, surveys, test borings, soil analysis, and other tests, studies and surveys, including without limitation, environmental and engineering tests, borings, analysis, and studies ("Tests"); provided, however, that Purchaser must notify Seller by electronic mail before entering the Property. Any testing that requires a material invasion of the Land or Improvements, including a Phase II environmental site assessment, shall require Seller's written consent, which consent may be withheld in Seller's sole discretion. Any Tests shall be conducted at Purchaser's sole expense. At the conclusion of the Tests, Purchaser shall repair any damage caused to the Property by Purchaser or its agents, employees, representatives, consultants or contractors in connection with Purchaser's Tests and the Property will be restored by Purchaser, at Purchaser's sole expense, to at least a similar condition as before the Tests were conducted. Purchaser shall keep the Property free and clear of any liens for any such Tests. In the event this transaction does not close for any reason whatsoever, the Purchaser shall release to Seller any and all independent studies or results of Tests obtained during the Option Period (as defined below). Purchaser shall restore any portion of the Land or Improvements disturbed by any such inspections, studies and tests to the condition existing immediately prior to such operation. The foregoing obligation of Purchaser shall survive Closing or any termination of this Contract. Section 6. Option Period. Contract of Sale and Purchase Page -3 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard (a) Notwithstanding anything to the contrary contained in this Contract, until 30 (thirty) days after the Effective Date ("Option Period"), the following is a condition precedent to Purchaser's obligations under this Contract: Purchaser being satisfied in Purchaser's sole and absolute discretion that the Property is suitable for Purchaser's intended uses, including, without limitation, Purchaser being satisfied with the results of the Tests (defined in Section 5 above). (b) If Purchaser is not satisfied in Purchaser's sole and absolute discretion as to the condition precedent described in Section 6(a) above, Purchaser may give written notice thereof to Seller on or before the end of the Option Period, whereupon this Contract shall terminate. Upon such termination, the Contract will terminate, and neither party shall have any further rights or obligations under this Contract. (c) The provisions of this Section 6 control all other provisions of this Contract. Section 7. Closing Deadline. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur through the office of the Title Company on or before thirty (3) calendar days after the expiration of the Option Period. In no event shall this Contract be extended to provide for Closing to occur after December 1, 2026, without an increase in purchase price as provided in the Lease. Section 8. Closing. (a) At the Closing, all of the following shall occur, all of which are deemed concurrent conditions: (1) Seller shall deliver or cause to be delivered to Purchaser the following: (i) A Special Warranty Deed ("Deed"), in substantially the same form attached hereto as Exhibit "B", fully executed and acknowledged by Seller, conveying to Purchaser good and indefeasible fee simple title to the Property subject only to the Permitted Encumbrances, but containing a reservation of the mineral rights; (ii) A Non -Foreign Person Affidavit, in form and substance reasonably satisfactory to Purchaser, fully executed and acknowledged by Seller, confirming that Seller is not a foreign person or entity within the meaning of Section 1445 of the Internal Revenue Code of 1986, as amended; (iii) Evidence of authority to consummate the sale of the Property as is contemplated in this Agreement or as Purchaser may reasonably request; and (iv) Any other instrument or document necessary for Title Company to issue the Owner Policy in accordance with Section 8(a)(3) below. (v) Seller shall deliver, as a credit on the settlement statement, the security deposit under the Lease. (2) Purchaser, at Purchaser's sole cost and expense, shall deliver or cause to be delivered to Seller through the Title Company federally wired funds or a certified or cashier's check or such other means of funding acceptable to Seller, in an amount equal to the Purchase Price, adjusted for closing costs and prorations. Contract of Sale and Purchase Page - 4- of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard (3) Title Company shall issue to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") issued by Title Company in the amount of the Purchase Price insuring that, after the completion of the Closing, Purchaser is the owner of indefeasible fee simple title to the Property, subject only to the Permitted Encumbrances, and the standard printed exceptions included in a Texas Standard Form Owner Policy of Title Insurance; provided, however, the printed form survey exception shall be limited to "shortages in area," the printed form exception for restrictive covenants shall be deleted except for those restrictive covenants that are Permitted Encumbrances, there shall be no exception for rights of parties in possession, and the standard exception for taxes shall read: "Standby Fees and Taxes for the year of Closing and subsequent years, and subsequent assessments for prior years due to change in land usage or ownership"; (4) Seller and Purchaser shall each pay their respective attorneys' fees. (5) Seller and Purchaser shall each pay one-half of all recording fees and one-half of any other closing costs as set forth by the Title Company. (b) Purchaser will qualify for exemption from ad valorem taxation for the Property, and no ad valorem taxation shall accrue after the date of Closing. Therefore, any ad valorem taxes assessed against the Property for the current year shall only be for the period of time the Property was owned by Seller. As soon as the amount of taxes and assessments on the Property for the current year is known, Seller shall pay any and all taxes and assessments applicable to the Property up to and including the date of Closing. The provisions of this Section 8(b) survive the Closing. (c) Upon completion of the Closing, Seller shall deliver possession of the Property to Purchaser, free and clear of all tenancies of every kind except the Lease and those disclosed in the Permitted Encumbrances and Deed Restrictions listed below. (1) Use of the Property must, at all times, comply with the City of Fort Worth's Gas Well Ordinance set back and building requirements found with Chapter 15 of the City of Fort Worth Code of Ordinances ("Deed Restrictions"). (2) The Deed Restrictions shall apply perpetually starting from the date of Closing. Section 9. Seller's Representations. Seller hereby represents and warrants to Purchaser, as of the Effective Date and as of the Closing Date, except as otherwise disclosed in written notice from Seller to Purchaser at or prior to Closing, that: (a) Seller's Authority. This Contract has been duly authorized by requisite action and is enforceable against Seller in accordance with its terms; neither the execution and delivery of this Agreement nor the consummation of the sale provided for herein will constitute a violation or breach by Seller of any provision of any agreement or other instrument to which Seller is a party or to which Seller may be subject although not a party, or will result in or constitute a violation or breach of any judgment, order, writ, junction or decree issued against or binding upon Seller or the Property; (b) No Pending Proceedings. There is no action, suit, proceeding or, to the best of Seller's knowledge, any claim affecting the Property or any portion thereof, or affecting Seller and relating to the ownership, operation, use or occupancy of the Property, pending or being prosecuted in any court or by or before any federal, state, county or municipal department, commission, board, bureau, or agency or other governmental entity and no such action, suit, proceeding or claim is threatened or asserted; Contract of Sale and Purchase Page - 5 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard (c) Seller is Not a Foreign Person. Seller is not a foreign person or entity as'defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and Purchaser is not obligated to withhold any portion of the Sales Price for the benefit of the Internal Revenue Service; (d) No Insolvency Proceedings. No attachment, execution, assignment for the benefit of creditors, receivership, conservatorship or voluntary or involuntary proceedings in bankruptcy or pursuant to any other debtor relief laws is contemplated or has been filed by or against Seller or the Property, nor is any such action pending by or against Seller or the Property; (e) Contract Obligations. Except for the Lease and as otherwise disclosed in the Title Commitment, no lease, contract or agreement exists relating to the Property or any portion thereof which is not, terminable at will or upon not more than 30 days' prior notice except tenant leases; (f) No Competing Rights. No person, firm or entity, other than Purchaser, has any right to purchase, lease or otherwise acquire or possess the Property or any partthereof; (g) No Regulatory Violations. Seller has not received written notice that the Property is in breach of any law, ordinance or regulation, or any order of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality wherever located, including, without limitation, those relating to environmental matters and hazardous waste, and no claim, action, suit or proceeding is pending, nor has Seller received written notice of any additional inquiry or investigation, threatened against or affecting Seller or affecting the Property, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or entity wherever located, with respect to the Property or the Seller's present use and operation of the Property; and (h) No Hazardous Materials. To Seller's actual knowledge, without inquiry or investigation: (i) all required federal, state and local permits concerning or related to environmental protection and regulation for the Property have been secured and are current; (ii) Seller is and has been in full compliance with such environmental permits and other requirements regarding environmental protection under applicable federal, state or local laws, regulations or ordinances; (iii) there is no pending action against Seller under any environmental law, regulation or ordinance and Seller has not received written notice of any such action or possible action; (iv) there is not now, nor has there been in the past, any release of hazardous substances on, over, at, from, into or onto any facility at the Property, as such terms are understood under the Comprehensive Environmental Response, Compensation and Liability Act; and (v) Seller does not have actual knowledge of any environmental condition, situation or incident on, at or concerning the Property that could reasonably be expected to give rise to an action or to liability under any law, rule, ordinance or common law theory governing environmental protection. Seller acknowledges that Purchaser has relied and will rely on the representations and warranties of Seller in executing this Agreement and in closing the purchase and sale of the Property pursuant to this Agreement, and Seller, during the term of this Agreement, agrees to notify Purchaser promptly in the event that Seller obtains knowledge of any change affecting any of such representations and warranties, in which event Purchaser shall be entitled to exercise the remedies set forth in Section 14 hereof. Until and unless Seller's warranties and representations shall have been qualified and modified as appropriate by any such additional information provided by Seller to Purchaser, Purchaser shall continue to be entitled to rely on Seller's representations and warranties set forth in this Agreement, notwithstanding any contrary information resulting from any inspection or investigation made by or on behalf of Purchaser. All of Seller's representations and warranties, as so qualified and modified, Contract of Sale and Purchase Page - 6 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard shall survive Closing. Seller shall never be liable to the Purchaser under this Contract for lost profits or other special, incidental or consequential damages or for punitive or exemplary damages. EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 8.2 OF THIS CONTRACT, PURCHASER ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER BY SELLER OR ANY AGENT OR EMPLOYEE THEREOF REGARDING THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS PHYSICAL CONDITION, ITS SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS COMPLIANCE WITH LAWS, INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL LAWS, OR THE PRESENCE OR ABSENCE OF CHEMICALS, TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES THEREUPON, AND SELLER EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR ANY LIMITED WARRANTIES CONTAINED HEREIN AND THE SPECIAL WARRANTY OF TITLE TO BE CONTAINED IN THE DEED TO BE DELIVERED AT THE CLOSING. PURCHASER SHALL ACCEPT THE PROPERTY IN ITS "AS IS", "WHERE IS", "WITH ALL FAULTS" CONDITION, AND SELLER HEREBY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESS OR IMPLIED. AFTER CLOSING, SELLER SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS CONTRACT OR ANY CLOSING DOCUMENTS, SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF ANY MATERIALS, DATA OR OTHER INFORMATION DELIVERED BY SELLER TO PURCHASER IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY. PURCHASER ACKNOWLEDGES THAT IT IS A SOPHISTICATED REAL ESTATE INVESTOR WHO SHALL HAVE HAD, AS OF THE CLOSING DATE, OPEN ACCESS TO, AND SUFFICIENT TIME TO REVIEW, ALL INFORMATION, DOCUMENTS, AGREEMENTS, STUDIES AND TESTS RELATING TO THE PROPERTY THAT PURCHASER ELECTS TO CONDUCT, AND CONDUCT A COMPLETE AND THOROUGH INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY, INCLUDING BUT NOT LIMITED TO ENVIRONMENTAL ISSUES, IF ANY, AND SHALL CONDUCT SUCH TESTS, PRIOR TO THE CLOSING DATE, AND RECEIVE AND REVIEW SUCH INFORMATION AS PURCHASER SHALL REQUIRE IN THE COURSE OF ITS INVESTIGATION. PURCHASER SHALL UNDERTAKE SUCH INVESTIGATION AS SHALL BE REQUIRED TO MAKE PURCHASER FULLY AWARE OF THE CONDITION OF THE PROPERTY, INCLUDING THE ENVIRONMENTAL CONDITION OF THE LAND, AS WELL AS ALL FACTS, CIRCUMSTANCES AND INFORMATION WHICH MAY AFFECT THE USE AND OPERATION OF THE PROPERTY, AND PURCHASER COVENANTS AND WARRANTS TO SELLER THAT PURCHASER SHALL RELY, EXCEPT TO THE EXTENT OF SELLER'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREUNDER, OR IN ANY CLOSING DOCUMENTS, SOLELY ON PURCHASER'S OWN DUE DILIGENCE INVESTIGATION IN DETERMINING TO PURCHASE THE PROPERTY. THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS CONTRACT WHETHER OR NOT INCORPORATED INTO THE DEED TO BE DELIVERED AT CLOSING. Contract of Sale and Purchase Page - 7 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Section 11, Seller's Covenants. (a) Updating of Information. Seller agrees that, if Seller discovers that the information contained in any of the materials delivered to Purchaser hereunder is inaccurate or misleading in any respect, then Seller shall promptly notify Purchaser of such changes and supplement such materials. (b) Prohibited Activities. During the term of this Agreement, Seller shall not, without the prior written consent of Purchaser, which consent Purchaser shall have no obligation to grant and which consent, if granted, may be conditioned in such manner as Purchaser shall deem appropriate in the sole discretion of Purchaser: (i) grant any licenses, easements or other uses affecting any portions of the Property; (ii) permit any mechanic's or materialman's lien to attach to any portion of the Property; (iii) place or permit to be placed on, or remove or permit to be removed from, the Property any trees, buildings, structures or other improvements of any kind; or (iv) excavate or permit the excavation of the Property or any portion thereof. (c) Cooperation in Permitting Activities. During the term of this Agreement, Seller will cooperate with Purchaser in such manner and at such times as Purchaser may request in obtaining subdivision, zoning or rezoning, site plan development, building permit and other approvals required for Purchaser's proposed use, including without limitation, signing such applications for such approvals and other instruments as may be required or authorizing Purchaser to sign such applications or instruments as Seller's agent or both. Purchaser shall bear the costs and expenses of obtaining all such approvals, including reasonable attorneys' fees that Seller may incur in connection with reviewing such applications and instruments. Section 11. Agents. Purchaser represents and warrants to Seller that it has not engaged the services of any agent, broker, or other similar party in connection with this transaction. Transwestern is the broker representing Seller and will be compensated solely by Seller per the terms of a separate agreement between Seller and Transwestern. Section 12. Closing Documents. No later three (3) business days prior to the Closing, Seller shall deliver to Purchaser copies of the closing documents (including but not limited to the Deed) for Purchaser's reasonable right of approval. Section 13. Notices. (a) Any notice under this Contract shall be in writing and shall be deemed to have been served if (i) delivered in person to the address set forth below for the party to whom the notice is given, (ii) delivered in person at the Closing (if that party is present at the Closing), (iii) placed in the United States mail, return receipt requested, addressed to such party at the address specified below, or (iv) deposited into the custody of Federal Express Corporation to be sent by Fed Ex Overnight Delivery or other reputable overnight carrier for next day delivery, addressed to the party at the address specified below. The address of Purchaser under this Contract is: City of Fort Worth Property Management Department 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Steve Chilton Email: steve.chilton �r fortworthtexas.gov Contract of Sale and Purchase Page - 8 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard With a copy to: City of Fort Worth City Attorney's Office 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: Michael Doss Email: michael.doss (cifortworthtexas.gov The address of Seller under this Contract is: Boykin Land Company, LLC 209 W. 2nd Street, Suite 150 Fort Worth, Texas 76102 Attn: Seth Crawford Email: seth e,crawfordc i.com With a copy to: Baker Monroe Huston, PLLC 1612 Summit Avenue, Suite 100 Fort Worth, Texas 76102 Attn: Justin Huston Tel: 817.632.6301 Fax: 817.900.8585 Email:jhuston@bamolaw.com (d) From time to time either party may designate another address or fax number under this Contract by giving the other party advance written notice of the change. Section 14. Termination, Default, and Remedies. (a) If Purchaser fails or refuses to consummate the purchase of the Property pursuant to this Contract at the Closing for any reason other than termination of this Contract by Purchaser pursuant to a right so to terminate expressly set forth in this Contract or Seller's failure to perform Seller's obligations under this Contract, then Seller, as Seller's sole and exclusive remedy, shall have the right to terminate this Contract by giving written notice thereof to Purchaser prior to or at the Closing, and receive the Earnest Money as full liquidated damages (and not as a penalty) for Purchaser's failure to consummate the purchase, whereupon neither party hereto shall have any further rights or obligations hereunder. (b) If (1) Seller fails or refuses to timely consummate the sale of the Property pursuant to this Contract at Closing, (2) at the Closing any of Seller's representations, warranties or covenants contained herein is not true or has been breached or modified, or (3) Seller fails to perform any of Seller' s other obligations hereunder either prior to or at the Closing for any reason other than the termination of this Contract by Seller pursuant to a right so to terminate expressly set forth in this Contract or Purchaser' s failure to perform Purchaser's obligations under this Contract, then Purchaser shall have the right to, as its sole and exclusive remedies: (i) terminate this Contract by giving written notice thereof to Seller prior to or at the Contract of Sale and Purchase Page -9 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Closing, in which event the New Earnest Money will be returned to Purchaser, and neither party hereto shall have any further rights or obligations hereunder; (ii) waive, prior to or at the Closing, the applicable objection or condition and proceed to close the transaction contemplated hereby in accordance with the remaining terms hereof, (iii) enforce specific performance of Seller's obligations under this Agreement. Section 15. Survival of Obligations. To the extent necessary to carry out the terms and provisions hereof, the terms, conditions, warranties, representations, obligations and rights set forth herein shall not be deemed terminated at the time of the Closing, nor shall they merge into the various documents executed and delivered at the time of the Closing. All representations and warranties by Seller in this Agreement shall survive Closing for a period of twelve (12) months after Closing (the "Survival Period"). Unless Purchaser discovers the breach of any such representation or warranty on a date (the "Discovery Date") prior to the end of the Survival Period and gives Seller written notice (the "Breach Notice") of the breach within thirty (30) days after the Discovery Date, no alleged breach of any such representation or warranty may form the basis of an action by Purchaser against Seller for breach of any such representation or warranty. Any such action must be brought within three (3) months after the Discovery Date, provided that a Breach Notice has been timely given in accordance with the immediately preceding sentence. Purchaser shall have no claim for any breach of a representation or warranty by Seller as to which Purchaser has actual knowledge of the untruth or inaccuracy thereof prior to Closing unless Purchaser asserts such claim prior to Closing. Section 16. Entire Contract. This Contract (including the attached Exhibits) contains the entire contract between Seller and Purchaser, and no oral statements or prior written matter not specifically incorporated herein is of any force and effect. No modifications are binding on either party unless set forth in a document executed by that party. Section 17. Assigns. This Contract inures to the benefit of and is binding on the parties and their respective legal representatives, successors, and assigns. Neither party may assign its interest under this Contract without the prior written consent of the other party. Section 18. Taking Prior to Closing. If, prior to Closing, the Property or any portion thereof becomes subject to a taking by virtue of eminent domain, Purchaser may, in Purchaser's sole discretion, either (i) terminate this Contract and neither party shall have any further rights or obligations hereunder, or (ii) proceed with the Closing of the transaction with an adjustment in the Purchase Price to reflect the net square footage of the Property after the taking. Section 19. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Texas. Section 20. Performance of Contract. The obligations under the terms of the Contract are performable in Tarrant County, Texas, and any and all payments under the terms of the Contract are to be made in Tarrant County, Texas. Section 21. Venue. Venue of any action brought under this Contract shall be in Tarrant County, Texas if venue is legally proper in that County. Contract of Sale and Purchase Page - 10 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Section 22. Severability; Execution. If any provision of this Contract is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this Contract will be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. A signature sent on this Contract by facsimile or PDF/e- mail shall constitute an original signature for all purposes. Section 23. Business Days/Effective Date. If the Closing or the day for performance of any act required under this Contract falls on a Saturday, Sunday, or legal holiday, then the Closing or the day f or such performance, as the case may be, shall be the next following regular business day. Section 24. Counterparts. This Contract may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. Section 25. Terminology. The captions beside the section numbers of this Contract are for reference only and do not modify or affect this Contract in any manner. Wherever required by the context, any gender includes any other gender, the singular includes the plural, and the plural includes the singular. Section 26. Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Contract and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party is not to be employed in the interpretation of this Contract or any amendments or exhibits to it. Section 27. Attorney's Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, the prevailing party or parties are entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party or parties may be entitled. Section 28. City Council Approval. Notwithstanding anything herein to the contrary, Seller hereby acknowledges and agrees that the Purchaser's execution of this Contract, its representations and warranties under this Contract, Purchaser's willingness and agreement to purchase the Property, and to consummate the transactions contemplated under this Contract are expressly subject to and contingent upon the approval of the Fort Worth City Council in a public meeting ("City Council Approval"). Purchaser expects that City Council Approval shall occur within the Option Period. This Contract is EXECUTED as of the Effective Date. [signature page follows] Contract of Sale and Purchase Page - 11 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard PURCHASER: CITY OF FORT WORTH, TEXAS Valerie Washington (Sep 15, 2026 11:52:36 CDT) Valerie Washington Assistant City Manager Date: September 15, 2026 Approved by: Marilyn Marvin, Director Property Management Department APPROVED AS TO LEGALITY AND FORM: -bL Michael Doss (Sep 15, 2026 09:56:21 CDT) Michael Doss Assistant City Attorney SELLER: BOYKIN LAN OMPANY, LLC Seth Cr w ord Manager Date: 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. Chb ilton (Sep 10, 2026 13:38:22 CDT) Steve Chilton, Lease Manager Property Management Department ATTEST: p �p C A .�L7 :' ddCR nEXo 4oa Jannette S. Goodall City Secretary Contract Authorization: Form 1295: 2026-101555066 M&C: 26-0592 Contract of Sale and Purchase Boykin Land Company, LLC 400 E. Vickery Boulevard OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page - 12 - of 21 By its execution below, Title Company agrees to perform its other duties pursuant to the provisions of this Contract. TITLE COMPANY: Silver Star Title, LLC dba Sendera Title Susie Rodriguez Escrow Officer Date: Contract of Sale and Purchase Page - 13 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Exhibit A The Land BEING 1.407 acres of land, situated in the J. Childress Survey, Abstract No. 250, City of Fort Worth, Tarrant County, Texas, and being a portion of Blocks 6 and 9 of Dagget's Second Addition (unrecorded) and also being all of a called 0.98 acre Tract One and a called Tract Two described in a deed to First National Bank of Texas Fort Worth as recorded in Volume 12657, Page 509, Deed Records, Tarrant County, Texas, (D.R.T.C.T.), said 1.407 acre tract being more fully described by Metes and Bounds as follows; BEGINNING at an x -cut in concrete set at the northwest corner of said 0.98 acre Tract One, at the intersection of the southerly right-of-way line of East Vickery Boulevard (variable width) with the east right-of-way line of South Jones Street, from which an x -cut in concrete found bears N 87°4839" W, a distance of 721.69 feet for reference; THENCE S 87°48'39" E, along the north line of said 0.98 acre Tract One and said south right of way line a distance of 112.13 feet to a an x -cut in concrete set at the northeast corner of said 0.98 acre Tract One and at the northwest corner of Lots I IB & 128, Block 6 of the Daggett 2nd Addition, from which a mag nail found bears S 87°48'39" E a distance of 460.84 feet for reference; THENCE S 00036115t1 W, along the east line of said 0.98 acre Tract One and said Tract Two, and along the west line of said Lots I1B & 12B a distance of 544.46 feet to a 1/2" yellow capped iron rod stamped (DATAPOINT #10194585) set at the southeast corner of said Tract Two and at the southwest corner of said Lots 11B & 12B, and in the north right of way line of East Broadway Avenue (50.00 feet wide); THENCE S 89°26'23" W, along a south line of said Tract Two and said north right of way line a distance of 112.00 feet to an x -cut in concrete set at the southwest corner of said Tract Two, for the intersection with the easterly right-of-way line of South Jones Street; THENCE N 00°36' 15" W, along the west line of said Tract Two and said 0.98 acre Tract One, and along said east right of way line a distance of 549.83 feet to the POINT OF BEGINNING, containing 61,280 Square Feet and/or 1.407 acres of land, more or less. Contract of Sale and Purchase Page - 14 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Exhibit B Form of Special Warranty Deed NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED Date: Grantor: BOYKIN LAND COMPANY, LLC Grantor's Mailing Address (including County): 209 W. 2nd STREET, SUITE 150 FORT WORTH, TARRANT COUNTY, TEXAS 76102 Grantee: THE CITY OF FORT WORTH, TEXAS A MUNICIPAL CORPORATION Grantee's Mailing Address (including County): Contract of Sale and Purchase Page - 15 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard 100 FORT WORTH TRAIL FORT WORTH, TARRANT COUNTY, TEXAS 76102 Consideration: TEN AND NO/100---($10.00)---DOLLARS and other good and valuable consideration, the receipt of which is hereby acknowledged and confessed Property (including any improvements): BEING A TRACT OF LAND SITUATED IN TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED ON EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR ALL PURPOSES. Reservations from Conveyance: A. THIS CONVEYANCE IS MADE SUBJECT TO AND THERE IS EXCEPTED HEREFROM, ALL OIL, GAS AND OTHER MINERALS AND ROYALTIES HERETOFORE RESERVED OR CONVEYED TO OTHERS AND GRANTOR HEREBY EXCEPTS AND RESERVES UNTO GRANTOR, GRANTOR'S HEIRS SUCCESSORS AND ASSIGNS FOREVER, ALL REMAINING OIL, GAS AND OTHER MINERALS IN AND UNDER AND THAT MAY BE PRODUCED FROM THE PROPERTY DESCRIBED HEREIN. IF THE MINERAL ESTATE IS SUBJECT TO EXISTING PRODUCTION OR AN EXISTING LEASE, THIS RESERVATION INCLUDES THE PRODUCTION, THE LEASE AND ALL BENEFITS FROM IT. GRANTOR DOES HEREBY EXPRESSLY RELEASE AND WAIVE, ON BEHALF OF THE GRANTOR AND THE GRANTOR'S HEIRS, SUCCESSORS, AND ASSIGNS, ALL RIGHTS OF INGRESS AND EGRESS, AND ANY AND ALL OTHER RIGHTS OF EVERY KIND AND CHARACTER WHATSOEVER, TO ENTER UPON AND USE ANY PART OF THE SURFACE OF THE PROPERTY FOR ANY PURPOSE INCIDENT TO EXPLORING FOR, DEVELOPING, DRILLING FOR, PRODUCING, TRANSPORTING, MINING, TREATING, OR STORING THE OIL, GAS AND OTHER MINERALS IN, ON, AND UNDER THE SUBJECT PROPERTY. B. NOTHING HEREIN CONTAINED SHALL EVER BE CONSTRUED TO PREVENT THE GRANTOR, OR THE GRANTOR'S HEIRS, SUCCESSORS, OR ASSIGNS, FROM DEVELOPING OR PRODUCING THE OIL, GAS AND OTHER MINERALS IN AND UNDER THE PROPERTY BY POOLING OR BY DIRECTIONAL DRILLING UNDER THE PROPERTY FROM WELL SITES LOCATED ON TRACTS OUTSIDE THE PROPERTY. Exceptions to Conveyance and Warranty: This conveyance is expressly made by Grantor and accepted by Grantee subject to the permitted encumbrances on the attached Exhibit "B," attached hereto and incorporated herein for all purposes. Grantor, for the consideration expressed herein and subject only to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together all and singular the rights and appurtenances thereto in any way belonging, including (i) all buildings, fixtures, structures and improvements thereon; (ii) any strips or gores between the Land and all abutting properties; (iii) all roads, alleys, rights -of -way, easements, streets and ways adjacent to or serving the Land and rights of ingress and egress thereto, whether surface, subsurface or otherwise; (iv) any land lying in the bed of any street, road or access way, opened or proposed, in front of, at a side of or Contract of Sale and Purchase Page - 16 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard adjoining the Land, to the centerline of such street, road or access way; (v) all of rights, titles and interest, if any, in and to all water rights or any kind or character pertaining to the Property; and (vi) all licenses, interests, and rights appurtenant to the Property, to have and to hold it to Grantee and Grantee's successors, and assigns forever. Grantor binds Grantor and Grantor's successors and assigns to warrant and forever defend all and singular the Property to 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, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. This document may be executed in multiple counterparts, each of which will be deemed an original, but which together will constitute one instrument. When the context requires, singular nouns and pronouns include the plural. [signature pages follow] GRANTOR: BOYKIN LAND COMPANY, LLC Seth Crawford, Manager Date: NOTICE. This document affects your legal rights. Read it carefully before signing. (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared Seth Crawford, for Boykin Land Company, LLC, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same as the act and deed and on behalf of Boykin Land Company, LLC, a domestic limited liability company, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2026. Contract of Sale and Purchase Page - 17 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard Notary Public [SEAL] Contract of Sale and Purchase Page - 18 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard ACCEPTED AND AGREED TO: CITY OF FORT WORTH Valerie Washington, Assistant City Manager APPROVED AS TO FORM AND LEGALITY: Thomas Royce Hansen Assistant City Attorney M&C: 26-0592 (Acknowledgment) THE STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, on this day personally appeared Valerie Washington, Assistant City Manager for the City of Fort Worth, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that she executed the same as the act and deed and on behalf of the City of Fort Worth, a municipal corporation of Tarrant County, Texas, for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2026. Notary Public [SEAL] AFTER RECORDING RETURN TO: CITY OF FORT WORTH, A MUNICIPAL CORPORATION c/o PROPERTY MANAGEMENT DEPARTMENT 100 FORT WORTH TRAIL FORT WORTH, TEXAS 76102 Contract of Sale and Purchase Page - 19 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard EXHIBIT "A" THE PROPERTY BEING 1.407 acres of land, situated in the J. Childress Survey, Abstract No. 250, City of Fort Worth, Tarrant County, Texas, and being a portion of Blocks 6 and 9 of Dagget's Second Addition (unrecorded) and also being all of a called 0.98 acre Tract One and a called Tract Two described in a deed to First National Bank of Texas Fort Worth as recorded in Volume 12657, Page 509, Deed Records, Tarrant County, Texas, (D.R.T.C.T.), said 1.407 acre tract being more fully described by Metes and Bounds as follows; BEGINNING at an x -cut in concrete set at the northwest corner of said 0.98 acre Tract One, at the intersection of the southerly right-of-way line of East Vickery Boulevard (variable width) with the east right-of-way line of South Jones Street, from which an x -cut in concrete found bears N 87°48'39" W, a distance of 721.69 feet for reference; THENCE S 87°48'39" E, along the north line of said 0.98 acre Tract One and said south right of way line a distance of 112.13 feet to a an x -cut in concrete set at the northeast corner of said 0.98 acre Tract One and at the northwest corner of Lots 1 iB & 128, Block 6 of the Daggett 2nd Addition, from which a mag nail found bears S 87°48'39" E a distance of 460.84 feet for reference; THENCE S 00°36' 15" W, along the east line of said 0.98 acre Tract One and said Tract Two, and along the west line of said Lots I IB & 12B a distance of 544.46 feet to a 1/2" yellow capped iron rod stamped (DATAPOINT #10194585) set at the southeast corner of said Tract Two and at the southwest corner of said Lots 11B & 12B, and in the north right of way line of East Broadway Avenue (50.00 feet wide); THENCE S 89°26'23" W, along a south line of said Tract Two and said north right of way line a distance of 112.00 feet to an x -cut in concrete set at the southwest corner of said Tract Two, for the intersection with the easterly right-of-way line of South Jones Street; THENCE N 000361151? W, along the west line of said Tract Two and said 0.98 acre Tract One, and along said east right of way line a distance of 549.83 feet to the POINT OF BEGINNING, containing 61,280 Square Feet and/or 1.407 acres of land, more or less. Contract of Sale and Purchase Page - 20 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard EXHIBIT "B" PERMITTED ENCUMBRANCES Contract of Sale and Purchase Page - 21 - of 21 Boykin Land Company, LLC 400 E. Vickery Boulevard FORT WORTH, MAYOR AND COUNCIL COMMUNICATION 7.1.10 FWCC ADV CAPITAL VICKERY PURCHASE AND STEEL RELEASE PH2 DATE: 08/25/26 M&C FILE NUMBER: M&C 26-0592 DEPARTMENT: PUBLIC EVPITS SUBJECT (ALL) Authorize the Fee Simple Acquisition of Approximately 1.407 Acres of Property Located at 400 East Vickery Boulevard, Fort Worth, Texas 76104 from Boykin Land Company, LLC in the Amount of $6,000,000.00 for Storage Purposes, Authorize the Payment of Closing Costs in an Amount Up to $3,000.00, and the Purchase of Steel for the Phase 2 Convention Center Expansion with an Advance of $16,003,000.00 from Culture and Tourism Fund Balance to be Reimbursed from Future Bond Proceeds; and Adopt Appropriation Ordinances and Amend the Fiscal Year 2026 Adopted Budget and Fiscal Years 2026-2030 Capital Improvement Program RECOMMENDATION It is recommended that the City Council: 1. Authorize the fee simple acquisition of approximately 1.407 acres of property known as Lots 1-6 and Lots 7A -12A of Block 6 and Lots 1, 2, 13A and 14A of Block 9, of the Daggett 2nd Addition (unrecorded), an addition to the City of Fort Worth, Tarrant County, Texas and located at 400 East Vickery Boulevard, Fort Worth, Texas 76104 from Boykin Land Company, LLC for storage purposes in the amount of $6,000,000.00; 2. Authorize the payment of estimated closing costs related to the property acquisition in an amount up to $3,000.00; 3. Authorize the City Manager or his designee to accept the conveyance and execute and record the appropriate instruments; 4. Authorize the purchase of steel for the Phase 2 Fort Worth Convention Center Expansion; 5. Adopt the attached appropriation ordinance increasing receipts and appropriations in the Culture and Tourism Fund in the amount of $16,003,000.00 for the purpose of transferring to the Culture and Tourism Capital Projects Fund by increasing appropriations in the use of fund balance in the amount of $10,179,180.00, and by decreasing appropriations in the contribution to fund balance in the amount $ 5,823,820.00; 6. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Culture and Tourism Capital Projects Fund, in the amount of $16,003,000.00, transferred from the Culture and Tourism Fund, for the purpose of funding the FWCC Expansion & Project Management project (City Project No. 102582); and 1 of 3 FORT WORTH, 7. Amend the Fiscal Year 2026 Adopted Budget and Fiscal Years 2026-2030 Capital Improvement Program. DISCUSSION The purpose of this Mayor and City Council Communication (M&C) is to recommend that the City Council authorize the fee simple acquisition of property located at 400 East Vickery Boulevard, Fort Worth, Texas 76104 (the Property) from Boykin Land Company, LLC (Seller) for the purpose of the Phase II Expansion of the Convention Center for storage. Seller and City have agreed to a purchase price of $6,000,000.00. The mineral estate will not be acquired and the deed will contain a surface use waiver for the exploration of the mineral estate. The real estate taxes will be pro -rated with Seller being responsible for taxes up to the closing date and the City will pay closing costs in an amount up to $3,000.00. The building is currently being leased by the City from the Seller. The Convention Center expansion project is being accomplished in two phases. Phase 1 has been completed. Phase 2 is coming in September 2026. The purpose of the $16,003,000.00 advance before bond proceeds is to purchase steel for $10 million and to purchase Vickery Warehouse for $6 million. All of the funds will be returned to Culture and Tourism Fund after the bond sale. The advance is required in order to keep the project moving and on schedule while awaiting bond proceeds. Funding - The project was initially funded through a $52,000,000.00 ARPA Grant funds (M&C 21-0934) and $43,000,000.00 in 2023 Combination Tax and Revenue Certificates of Obligation bonds (M&C 23-0250). The Public Events Department recommends using existing Culture & Tourism (C&T) fund balance as the interim capital advance appropriation and as the source to make progress payments until the sale of the 2025 Certificates of Obligation, at which time such funding will replace the advanced capital funding and the C&T fund balance will be restored in its full amount. As designs and plans are completed, the construction contractor will provide estimates and the construction cost will increase, there will be future M&Cs before Council. It is anticipated that a final project budget will be in the range of $600,000,000.00 and $700,000,000.00. Additional funding will be appropriated in the project on a future M&C to cover all estimated project costs. The Fort Worth Convention Center is located in COUNCIL DISTRICT 9 but will benefit all council districts. The actions in this M&C will amend the Fiscal Year 2026 Adopted Budget as approved in connection with the Ordinance 27979-09-2025 effecting the budget of the municipal government of the City of Fort Worth for the ensuing Fiscal Year beginning October 1, 2025, and ending September 30, 2026, Section 2. Special Revenue Funds and Section 7. Capital Improvements. 2 of 3 FORT WORTH, Funding for this project was included in the FY2026-2030 Capital Improvement Program in the amount of $9,000,000.00. Additional funding in the amount of $16,003,000.00 is needed to purchase steel and to acquire property to keep the project on schedule. The action in this M&C will amend the FY2026-2030 Capital Improvement Program as approved in connection with Ordinance 27979-09-2025. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that funds are currently available in the Culture and Tourism Fund and upon approval of the above recommendations and adoption of the attached appropriation ordinances, funds will be available in the Culture and Tourism Capital Projects Fund for the ARPA FWCC Expansion & Prj Mgmt project to support the execution of the fee simple acquisition and purchase of steel. Prior to an expenditure being incurred, the Public Events Department has the responsibility of verifying the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: Giordano, Dianna, # 7783 ORIGINATING BUSINESS UNIT HEAD: Cynthia Sanchez Serrano, #2598 ADDITIONAL INFORMATION CONTACT: Keith A. Chisolm, #2525 ATTACHMENTS 1. 400 E VICKERY Purchase M& C Map [7.1.10.1 - 1 page] 2. FWCC ADV Capital Vickery Purchase and Steel Release AO R5 [7.1.10.2 - 2 pages] 3. FWCC ADV Capital Vickery Purchase and Steel Release AO R6 [7.1.10.4 - 2 pages] 4. CONFIDENTIAL - Form 1295 Certificate 101555066 - Executed [7.1.10.6 - 1 page] 5. CONFIDENTIAL - FID Table FWCC VICKERY PURCHASE AND ADV STEEL PACK 2 07 22 26 [7.1.10.7 - 1 page] 6. CONFIDENTIAL - FWCC ADV Capital Vickery Purchase and Steel Release P H 2 funds availability [7.1.10.8 - 1 page] 3 of 3 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: N/A Subject of the Agreement: CONTRACT OF SALE AND PURCHASE M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: upon ACM signature If different from the approval date. Expiration Date: upon acquisition of property If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 102582 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No O 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.