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HomeMy WebLinkAbout066046 - Construction-Related - Contract - JUN Crown Properies, LLCDocusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D CSC No. 66046 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 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 JUN CROWN PROPERTIES, LLC, a Texas limited liability company ("Purchaser"). SECTION 1- DEFINITIONS Definitions. The following terms have the meanings given to them below: Broker: On behalf of Seller: JLL, Attn: Todd Burnette, Telephone: 817-313.7045, Email: Todd.Bumette@jll.com ("Seller's Broker"). On behalf of Purchaser: LanCarte Commercial Real Estate Attn: Sarah LanCarte, Telephone: 817-228-4247, Email: sarah e,lancarte.com ("Purchaser's Broker"). Closing: The exchange of legal documents and funds to consummate the conveyance of the Property (defined below) from Seller to Purchaser subject to the terms of this Agreement. Closing Date: The date of Closing, which will be on or before November 5, 2026. Code: The Internal Revenue Code of 1986, as amended, and the regulations from time to time promulgated thereunder. County: Tarrant County, the county in which the Property is located. Deed: A special warranty deed, in the form attached to this Agreement as Exhibit B, conveying the Property 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 (as defined below in Section 4.2), 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 latest date on which this Agreement is fully executed by Purchaser and Seller, as indicated on the signature page of this Agreement. Escrow Agent: The Baker Firm — Fidelity National Title, Nikki Jackson, 4541 Bellaire Drive S #101, Fort Worth, TX 76109. Nikki Jackson: 817-366-9375; NJackson@fldelity-usa.com 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 5:00 p.m. Fort Worth, Texas, time on the date that is thirty (30) days thereafter or after any subsequent Inspection Period Extension permitted under this Agreement. Land: Approximately 0.8414acres located at 900, 908, 910 Monroe Street and 917 Taylor Street (Tarrant Appraisal District Account No. 1312596, 1312626, 1312618, and 1312642), being a part of the Hirschfield Addition, Block 2, Lots 1, 2, 3 and 6Band being a portion of the property conveyed to the PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street. Fort Worth. TX 761021 Page 1 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D City of Fort Worth by instrument numbers D195217219 and D214159880 of the Official Real Property Records of Tarrant County, Texas, being more particularly described in the attached Exhibit A, 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. Parking Agreement(s): The parking agreement(s) described in Section 12.10, to be executed and delivered by Seller and Purchaser at Purchaser's election, if any, pursuant to Section 12.10. 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, including the Sign (as defined in Section 11.1(d)). Purchase Price: The Purchase Price in the amount and manner required by Section 3. Surviving Obligations: Liabilities and obligations which, by their express terms, survive the Closing, the termination of this Agreement, and/or merger by Deed. 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: Fidelity National Title The Baker Firm, Fort Worth, Texas 76109, Attn: Nikki Jackson, Telephone: 817-366-9375, Email: njackson@fidelity-usa.com. Title Policy: An Owner Policy of Title Insurance in the standard form promulgated for use in the State of Texas 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 contained in this Agreement, 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. SECTION 3— PURCHASE PRICE The Purchase Price for the Property shall be FOUR MILLION THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($4,300,000.00) 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"). PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth, TX 761021 Page 2 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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) in Cash Funds (the "Initial Earnest Money Deposit"). Separately, if Purchaser elects to use any Inspection Period Extension as permitted under this Agreement, Purchaser shall deposit a separate "Inspection Period Extension Fee: in an amount of Zero and 00/100 Dollars ($0.00) deposited within ten (10) days prior to the Inspection Period's termination date. Upon the Closing, the Initial Earnest Money Deposit, and any Inspection Period Extension Fee (collectively 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 pursuant to this Agreement. 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 and subject to Surviving Obligations, neither party will have any further rights, obligations, or remedies under this Agreement. 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 MATTERS 5.1 Submission Items. Within five (5) days after the Effective Date, Seller must furnish to Purchaser the following due diligence information concerning the Property, to the extent such items are in Seller's possession or reasonable control (collectively, the "Submission Items"): (a) Third Party Reports. Copies of any third -party reports for the Property prepared for Seller (including, without limitation, soil reports, environmental reports and engineering reports); (b) Tax Statements. Copies of tax statements for the current year and the last two (2) years; (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; 5.2 Updated Survey. Within fifteen (15) days after the Effective Date, Purchaser, at Seller's sole cost and expense, may obtain a new survey or revise, modify or re -certify the existing Survey as PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth. TX 761021 Page 3 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 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 five (5) 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. 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 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) days to review and deliver to Seller in writing its objections to such title matters, and (ii) Seller will have five (5) days after receipt of Purchaser's objections within which Seller may (but will not be obligated to) attempt to cure such objections. 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. 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, during the Inspection Period. 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 (deemed 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. Seller acknowledges that Purchaser may have to perform intrusive geotechnical activities to confirm the suitability of the soils PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth, TX 761021 Page 4 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D for its intended construction. Purchaser shall provide 48 hours written notice to Seller prior to any geotechnical activities and immediately must restore the Property to its original pre -inspection condition, if changed due to the tests and inspection performed by Purchaser. Purchaser must promptly deliver to Seller copies of any and all 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. 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 Studies to Seller at the expiration of the Inspection Period. If Purchaser fails to deliver the Studies in accordance with this Section, Seller shall have the right to terminate this Agreement upon written notice to Purchaser, in which event Escrow Agent will return the Earnest Money to Purchaser, and neither Purchaser nor Seller will have any further rights or obligations hereunder except for Surviving Obligations. 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, AND (II) ANY MECHANICS' OR MATERIALMEN'S LIENS IMPOSED AGAINST ALL OR ANY PORTION OF THE PROPERTY BY A PARTY CLAIMING TO BE PERFORMING AN 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. 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. 6.3 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 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 6.3, the Earnest Money shall be non - PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street. Fort Worth, TX 761021 Page 5 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D refundable to Purchaser in all instances except for a Seller default under Section 13.1, and Purchaser and Seller will proceed with the Closing. 6.4 Confidentiality. Purchaser acknowledges that 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, 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 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, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition or use of the Property or compliance of the Property with any or all past, present or future federal, state or local ordinances, rules, regulations or laws, building, fire or zoning ordinances, codes or other similar laws, (n) the existence or non-existence of underground storage tanks, surface impoundments, or landfills, (o) any other matter affecting the stability and integrity of the Property, (p) the potential for further development of the Property, (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 PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth, TX 761021 Page 6 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 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 WAIVED) any and all objections and complaints (including, but not limited to, federal, state and PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth, TX 761021 Page 7 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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. 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 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 agrees to pay a brokerage fee of four percent (4%) of the gross purchase price at Closing, to be split evenly between Seller's Broker and Purchaser's Broker. If the Closing does not occur for any reason, no commission is payable to either 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 commissions payable m the Seller's Broker and Purchaser's Broker, and (ii) such party has not authorized any broker or finder (other than the Seller's PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth, TX 761021 Page 8 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D Broker and Purchaser's 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 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. SECTION 10 - REPRESENTATIONS 10.1 Seller Representations. 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 Marilyn Marvin, Seller's Property Management Department Director, without investigation or inquiry. (a) Authority. Seller is a Texas 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) Litigation. 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. PURCHASE AND SALE AGREEMENT —900.908.910 Monroe Street, Fort Worth. TX 761021 Page 9 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D (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. Current zoning of the Property allows truck terminals as a permitted use. (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. (j) CERCLA. Seller has received no notification that it is a potentially responsible party under section 107 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"). Seller has not received notification from any state or local government under any similar provisions of state or local law. (k) Hazardous Substances No toxic, explosive or otherwise "hazardous substance," as that term is 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) Authority. Purchaser is a duly organized and validly existing Texas limited liability company, 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 three (3) months (the "Survival Period"), it being hereby acknowledged that such representations will not merge with the Deed to be delivered at Closing. Each party shall have the right to bring an action against the other on the breach of a representation or warranty hereunder, but only on the following conditions: (a) the party bringing the action for breach first learns of the breach after Closing and gives written notice of such breach to the other party before the end of the Survival Period and files such action on or before the first day following the second anniversary of the Closing Date, and (b) neither party shall have the right to bring a cause of action for a breach of a representation or warranty unless the damage to such party on account of such breach (individually or when combined with damages from other breaches) equals or exceeds $10,000.00. Neither party shall have any liability after Closing for the breach of a representation or warranty hereunder of which the other party hereto had 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 PURCHASE AND SALE AGREEMENT -900, 908, 910 Monroe Street, Fort Worth, TX 761021 Page 10 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D or some other claim, Purchaser agrees that any liability of Seller to Purchaser will be limited to $40,000.00. The provisions of this Section 10.3 shall survive the Closing. Any breach of a representation or warranty that occurs prior to Closing shall be governed by Section 13. SECTION 11- COVENANTS AND CONDITIONS 11.1 Seller's Covenants. Seller hereby covenants and agrees with Purchaser as follows during the term of this Agreement: (a) Further Encumbrances. Seller will not grant or purport to create to any third party any interest in the Property or any part thereof or further encumber the Property without the prior written approval of Purchaser. (b) Other 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. (d) Sign Restoration. Prior to the Closing Date, Seller agrees to repair the neon blue flame sign ("Sinn") to fully operational status and reinstall the Sign on the rooftop of the 908 Monroe Street Building. Purchaser agrees and acknowledges that all rights, title, and interest to the Sign will be conveyed to Buyer at Closing as part of the Property conveyance and such conveyance is subject to the same terms and conditions of this Agreement including but not limited to Section 7. Purchaser further agrees and acknowledges that Purchaser, at Purchaser's sole cost and expense and upon Closing, will be solely responsible and liable for the operation, maintenance, repair, and upkeep of the Sign. The parties acknowledge and agree that sufficient consideration for the conveyance of the Sign from Seller to Buyer is included in the Purchase Price as part of the conveyance of the Property. 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 1:00 p.m. Fort Worth, Texas, time 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 [intentionally deleted] 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 FIRPTA Certificate, duly executed and acknowledged by Seller; PURCHASE AND SALE AGREEMENT —900, 908.910 Monroe Street, Fort Worth, TX 761021 Page 11 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D (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; and (e) Written documentation reasonably acceptable to both Seller and Purchaser confirming, at the time of Closing, completion of the repair, functionality, and reinstallation of the Sign as required under Section 11.1(d). 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 Prorations. Seller and Purchaser agree to prorate all utilities, real estate taxes, maintenance charges and other income and operating expenses of the Property, if any, in accordance with the provisions set forth in this Section 12.5. The date used for prorations and adjustments hereunder (the "Proration Date") is end of the day immediately preceding the Closing Date, and 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. 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. PURCHASE AND SALE AGREEMENT —900, 908.910 Monroe Street, Fort Worth, TX 761021 Page 12 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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. 12.8 Costs and Expenses. Seller will pay the cost of the Owner's Policy of Title Insurance, one- half of the escrow fees, the cost of recording the Deed, all transfer and conveyance taxes and/or documentary stamps and fees, Updated Survey and all of Seller's attorney's fees incurred in connection with the negotiation of this transaction. Purchaser will pay one- half of the escrow fees and all of Purchaser's attorney's fees incurred in connection with the negotiation of this transaction. 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. 12.10 Parking. Purchaser shall have the option, exercisable by written notice to Seller at any time within six (6) months after the Closing Date, to require Seller to execute and deliver the Parking Agreement(s) which, among other obligations, conditions, and terms as negotiated and authorized by Seller and Purchaser, will provide Purchaser with revocable and limited parking rights in the following manner: (a) Commencing the date after such election and terminating (6) six months thereafter, Purchaser may use twenty-five (25) parking spaces in Pinnacle Garage (252 W 15`" Street, Fort Worth, Texas 76102) at a cost of $120 per month per parking space. At the end of the six-month term, Purchaser, with 30 days' advanced written notice to Seller, may exercise one six (6) month renewal option at the same rate; and (b) Commencing the date after such election and terminating (6) six months thereafter, Purchaser may use twenty (20) parking spaces in Burnett Lofts Garage (1012 Burnett Street, Fort Worth, Texas 76102) at a cost of $120 per month per parking space. At the end of the six-month teen, Purchaser, with 30 days' advanced written notice to Seller, may exercise one six (6) month renewal option at the same rate. (c) If Purchaser does not exercise the option described in this Section 12.10 within such six (6) -month period, such option and Purchaser's rights under this Section 12.10 will automatically terminate and be of no further force or effect. (d) Purchaser's option pursuant this Section 12.10 will not merge with the Deed but will survive the Closing. 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 terminate this Agreement and obtain the return of the Earnest Money and pursue the PURCHASE AND SALE AGREEMENT —900, 908, 910 Monroe Street, Fort Worth, TX 761021 Page 13 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 for Purchaser's default. Such amount is agreed upon by and between Seller and Purchaser as reasonable damages. 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. 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 so long as the email is acknowledged by a read receipt from the recipient. 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 100 Fort Worth Trail, 10' Floor Fort Worth, Texas 76102 Attn: Stuart E. Young Email: Stuart.Young@fortworthtexas.gov with a copy to: Fort Worth City Attorney's Office 100 Fort Worth Trail, 19th Floor Fort Worth, Texas 76102 Attn: Michael Doss Email: Michael.Doss@fortworthtexas.gov The proper address for Purchaser is as follows: Jun Crown Properties, LLC 405 S Jim Wright Freeway Ste 101 Fort Worth, Texas 76108 Attn: Corrie Watson Email: corrie@kcocap.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 will survive any termination or cancellation of this Agreement. PURCHASE AND SALE AGREEMENT —900, 908, 910 Monroe Street, Fort Worth, TX 761021 Page 14 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 ten (10) 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 party hereunder, but unless this Agreement expressly provides that a condition, right, or obligation is deemed waived, any such waiver will be effective only if in writing and signed by the party waiving such condition, right, or obligation. The failure of either party to insist at any time upon the strict performance of any covenant or agreement in this Agreement or to exercise any right, power, or remedy contained in this Agreement will not be construed as a waiver or a relinquishment thereof for the future. 14.8 Time of Essence. Time is of the essence in the performance of the covenants contained in this Agreement. 14.9 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 —900, 908,910 Monroe Street, Fort Worth, TX 761021 Page 15 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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, 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 (10th) 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 —900, 908.910 Monroe Street, Fort Worth, TX 761021 Page 16 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D SELLER: CITY OF FORT WORTH, TEXAS, a Texas home -rule municipality By: Valerie eWWashington (O0(15,2026 15.3402 CDT) Name: Valerie Washington Title: Assistant City Manager Date: 10/15/2026 By: Name: Marilyn Marvin Title: Director of Property Management Date: 10/15/2026 ATTEST: F FORT�p A .,l�ac.OsY P O]�//�\ 7�09�0 Jannette S. Goodall City Secretary M&C # 26-1023 M&C Date: 10/13/2026 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. 44 Stuart E. Young, Assistant Director Property Management Department — Real Estate Division APPROVED AS TO LEGALITY AND FORM: Michael Doss (OW 14,20W 16122:34 CDT) Michael Doss Senior Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX PURCHASE AND SALE AGREEMENT —900, 908, 910 Monroe Street, Fort Worth, TX 761021 Page 17 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D PURCHASER: Jun Crown Properties, LLC, a Texas limited liability company Sign d by: By: EBE5B3DA23734E9... Name: Corrie Watson Title: Vice President Date: 9/28/2026 JOINDER AND RECEIPT BY ESCROW AGENT The Agreement has been received by Escrow Agent on , 2026 and Escrow Agent agrees to be bound by the terms and provisions of this Agreement, including those described in Section 4 hereof. ESCROW AGENT: Name: Title: ATTACHMENTS: Exhibit A - Land Description Exhibit B - Form of Special Warranty Deed PURCHASE AND SALE AGREEMENT —900, 908.910 Monroe Street, Fort Worth, TX 761021 Page 18 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D EXHIBIT A LAND DESCRIPTION EXHIBIT A, Legal Description of the Property — Page 1 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D EXHIBIT B FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: 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 (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 "Property"). From the date hereof, the Property shall be subject to the following restrictions: 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 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. 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 EXHIBIT B, Form of Special Warranty Deed — Page 1 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 entitlements to which the Property or any portion thereof may be subject, (i) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric, (j) usages of adjoining property, (k) access to the Property or any portion thereof, (1) the value, compliance with the plans and specifications, size, location, age, use, design, quality, description, suitability, structural integrity, operation, title to, or physical or financial condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances, rights or claims on or affecting or pertaining to the Property or any part thereof, (m) the condition or use of the Property or compliance of the Property with any or all 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. Grantee's address is: EXHIBIT B, Form of Special Warranty Deed — Page 2 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D EXECUTED to be effective this day of , 2026. 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 , 2026 by of the City of Fort Worth, a Texas home rule municipal corporation, on behalf of said corporation. Notary Public - State of Texas After Recording Return To: Attn: EXHIBIT B, Form of Special Warranty Deed — Page 3 Docusign Envelope ID: 031 D4069-75C3-8D7A-8087-C3625516296D 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 4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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. 2026-1505568 Jun Crown Properties, LLC Fort Worth, TX United States Date Filed: 08120/2026 2 Name of governmental entity or state agency that is a party 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. PSA 900, 908, 910 Monroe St an PSA 900. 908, 910 Monroe St and 917 Taylor Street. We are looking to purchase these properties from the City of Fort Worth. 4 Name of Interested Party City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary Jun Crown Properties, LLC Fort Worth, TX United States X 5 Check only it there is NO Interested Party. ❑ 6 UNSWORN DECLARATION r��, + (]-�} My name is aWAEi\tsJP-i JIV . and my date of birth is ^ My address isWcmv. LM , ft tDQT4 T. �fi Iai0 t ,USA. (city) (state) (zlp code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in •1lPPct4T County. State of on the 2w` day of PcU6.T, (rnonlhl (year) Signature of o ized agent of contracting business entity (Declarant) t-orms provltted oy texas ttnres Commission www.ethres.state.tx.us Version V4.1.0.4a4bf2cb Item Detail <- Document City Council Meeting - October 13 2026 Section Land - Consent Items Item No. 7.3.3 Report No. M&C 26-1023 Item Title Monroe Building Sale Access Level Item Assignee Complete Department Property Management Item Content Monroe Building Sale Item Draft [qoF Draft Completed Checked By Admin Hide Item in Docs Overview & Reporting Inactive G Minutes Motion: Approved. 0 Custom Fields 3 0 Assignments 3 0 Attachments 5 0 Copy Item 0 In Next Steps FORT WORTH, MAYOR AND COUNCIL COMMUNICATION 7.3.3 MONROE BUILDING SALE DATE: 10/13/26 M&C FILE NUMBER: M&C 26-1023 DEPARTMENT: PROPERTY MANAGEMENT SUBJECT (CD 9) Authorize the Sale of City Fee -Owned Properties, Located at 900, 908, 910 Monroe Street and the Property Known as the "Motor Pool Lot", Which is Directly South of the Taylor Street Parking Garage Also Described as Lot 6B, Block 2 of the Hirschfield Addition, an Addition to the City of Fort Worth, Tarrant County, Texas, to JUN Crown Properties, LLC, for a Sales Price of $4,300,000.00, Adopt Appropriation Ordinances, and Amend the Fiscal Year 2027 Adopted Budget and Fiscal Years 2027-2031 Capital Improvement Program RECOMMENDATION It is recommended that the City Council: 1. Authorize the sale of City fee -owned properties, located at 900, 908, 910 Monroe Street and the property known as the "Motor Pool Lot", which is directly south of the Taylor Street Parking Garage, also described as Lot 6B, Block 2 of the Hirschfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas to JUN Crown Properties, LLC, for a sales price of $4,300,000.00; 2. Authorize the City Manager or designee to execute the purchase and sale agreement and to execute and record the appropriate instruments conveying the property to complete the sale; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the General Fund in the amount of $4,100,000.00, which is the estimated net proceeds from the sale of the properties, less commissions, survey costs and closing costs; 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the General Capital Projects Fund, in the amount of $4,100,000.00, transferred from the General Fund, for the purpose of funding the Minor Repair & Renovate Citywide programmable project (City Project No. P00083) in the amount of $450,000.00, the Recurring Facility Maintenance and Repair programmable project (City Project No. P00049) in the amount of $2,150,000.00 and the 22 Stop Six Hub Community Center project (City Project No. 103855) in the amount of $1,500,000.00; and 5. Amend the Fiscal Year 2027 Adopted Budget and the Fiscal Years 2027-2031 Capital Improvement Program. 1 of 5 FORT WORTH, DISCUSSION The purpose of this Mayor and Council Communication (M&C) is to authorize the conveyance of land and improvements located at 900, 908, 910 Monroe Street and the property known as the "Motor Pool Lot", which is directly south of the Taylor Street Parking Garage, also described as Lot 6B, Block 2 of the Hirschfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas to JUN Crown Properties, LLC (JUN). On October 3rd, 1995 (M&C L-11628), the Fort Worth City Council (Council) authorized the purchase of the properties located at 908 and 910 Monroe Street, as well as the property known as the "Motor Pool Lot", which is directly south of the Taylor Street Parking Garage, also described as Lot 6B, Block 2 of the Hirschfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas for $800,000.00 using the Specially Funded Capital Projects Fund. The acquisition of the three properties was for additional City employee office space and parking. On July 15, 2014 (M&C L-17502), Council authorized the purchase of the property located at 900 Monroe Street for $3,000,000.00 using the Specially Funded Capital Projects Fund to establish a more centralized location for City operations and to enhance the effectiveness of services provided for both internal and external customers. On December 15th, 2020 (M&C 20-0910), Council authorized the purchase of approximately 11.9 acres of land and improvements located at what is now 100 Fort Worth Trail, Fort Worth, Texas, formerly known as the Pier 1 Building and now commonly referred to as New City Hall. This acquisition was part of a broader effort to consolidate City operations, reduce long-term operating expenses, and eliminate annual payments with leased facilities. With the purchase of New City Hall, the four properties located on Monroe and Taylor Street have been vacated and are no longer needed for the purpose they were originally acquired. 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 through 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 Jones Lang Lasalle Brokerage and the properties were listed for 725 days. The City also published notice of its intention to sell the Properties in the Fort Worth Star -Telegram for one week and for at least four weeks on the City's Property management Real Property Sales webpage. JUN has offered to purchase the properties for $4,300,000.00 and has agreed to pay one-half of closing costs associated with the sale of the properties. At closing, the City will pay an amount not to exceed $200,000.00 for survey costs and its share of the escrow fees, recording fees, and brokerage fees. The net proceeds will be approximately $4,100,000.00. Additionally, JUN requested that the City repair and reinstall the iconic "blue flame" sign that previously appeared on the rooftop, and will have an option at any time during the six 2 of 5 FORT WORTH, months after closing on the sale of the properties to use up to twenty-five (25) parking spaces in the Pinnacle Garage located at 252 W 15th Street, Fort Worth, Texas and up to twenty (20) parking spaces in the Burnett Lofts Garage located at 1012 Burnett Street, Fort Worth, Texas. The license for these parking spaces will be for a six-month term at a rate of $120.00 per space per month with an option to renew for an additional six months at the same rate. The Property Management Department is proposing to use the proceeds from the sale of these properties to fund the following projects: Fire Station #2 Refresh: Property management estimates a total of $450,000.00 is needed for the refresh, which Includes the creation of six living quarters, refresh of kitchen counters and cabinets, repairing of walls and paint, ceiling, lights and flooring replacement. 2. Stop Six Hub Community Center and Aquatics Facility: currently there is a funding gap of $1,500,000.00 resulting from the need to add a pump for the sewer lines and to move water and stormwater pipes. 3. Building Purchase and Demolition: $200,000.00 for demolition and removal of blighted structures in the downtown area. 4. Facility American with Disabilities Act (ADA) Upgrades: $1,950,000.00 would be used to complete accessibility improvements to comply with current ADA standards for City facilities built prior to 1990. The action in this M&C will amend the Fiscal Year (FY) 2027 Adopted Budget as approved in connection with Ordinance 26-28782, Section 1. General Fund, as listed on page 2. Fund / Department / Budget Category FY2027 Adopted Budget Authority Budget Adjustment FY2027 Revised Budget General Fund Revenues Charges for Service $241,388.00 $241,388.00 Use of Money/Prop $198,166.00 $198,166.00 Other $39,477.00 $39,477.00 Transfer In $726,192.00 $726,192.00 Total Revenues $1,205,223.00 $1,205,223.00 3 of 5 FORT WORTH, Expenditures Salary & Benefits $10,539,340.00 $10,539,340.00 General Oper & Maint $14,159,839.00 $14,159,839.00 Transfers & Other $5,308,000.00 This M&C Rec 3 $4,100,000.00 $9,408,000.00 Total Expenditures $30,007,179.00 $4,100,000.00 $34,107,179.00 The $4,100,000.00 in additional funding was not included in the FY2027-2031 Capital Improvement Program (CIP) as the offer for the properties and the conditions of the sale were unknown at the time. The action in this M&C will amend the FY2027-2031 Capital Improvement Program as approved in connection with Ordinance 26-28782 as follows: Capital Project Name FY2027 CIP Authority Additional Project Total Fund Name Appropriations Appropriations 30100 - P00049 - $2,151,906.00 This M&C $2,150,000.00 $4,301,906.00 General Recurring Rec 4 Capital Facility Projects Maintenance Fund & Repair 30100 - P00083 - $1,027,265.00 This M&C $450,000.00 $1,477,265.00 General Minor Repair Rec 4 Capital & Renovate Projects Citywide Fund 30100 - 103855 - 22 $0.00 This M&C $1,500,000.00 $1,500,000.00 General Stop Six Hub Rec 4 Capital Community Projects Center Fund This property is located in COUNCIL DISTRICT 9. This contract requires a Form 1295. FISCAL INFORMATION/CERTIFICATION The Director of Finance certifies that upon approval of the above recommendations and sale of the property, and adoption of the attached appropriation ordinances, funds will be deposited into the General Fund and transferred to the General Capital Projects Fund for the 4 of 5 FORT WORTH, Recurring Facility Mtn & Rpr, Minor Repair & Renovate City and 22 Stop Six Hub CC projects. The Property Management Department (and Financial Management Services) is responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, the Property Management Department has the responsibility of verifying the availability of funds. SUBMITTED FOR CITY MANAGER'S OFFICE BY: ORIGINATING BUSINESS UNIT HEAD: ADDITIONAL INFORMATION CONTACT: Valerie R. Washington, # 6192 Marilyn Marvin, # 7708 Stuart Young, # 8379 Lisa Alexander, # 2361 Michael Blasko, # 2570 ATTACHMENTS 1. ORD.APP 21 Monroe Building Sale_AO27(r3) [7.3.3.1 - 1 page] 2. ORD.APP 21 Monroe Building Sale_AO27(r4) [7.3.3.2 - 2 pages] 3. Updated M&C Map - Monroe Sale [7.3.3.3 - 1 page] 4. CONFIDENTIAL - 1295 Form - Jun Crown Properties LLC [7.3.3.4 - 1 page] 5. CONFIDENTIAL - M&C FID Table - Sale of Downtown Buildings [7.3.3.5 - 1 page] 5 of 5 FORT WORTH® City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Jun Crown Properties, LLC Subject of the Agreement: Contract of Sale and Purchase of Monroe Building Sale M&C Approved by the Council? * Yes © No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No IZI If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes © No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No © If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes © No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes © 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. Permanent Contracts Advanced Funding Agreements Architect Service Community Facilities Completion Agreement Construction Agreement Credit Agreement/ Impact Fees Crossing Agreement Design Procurement Development Agreement Drainage Improvements Economic Development Engineering Services Escrow Agreement Interlocal Agreements Lake Worth Sale Maintenance Agreement/Storm Water Parks/Improvement Parks/Other Amenities Parks/Play Equipment Project Development Property/Purchase (Property owned by the City) Property/Sales (Property owned by the City) Property/Transfers (Property owned by the City) Public Art Sanitary Sewer Main Replacements Sanitary Sewer Rehabilitations Settlements (Employees Only) Streets/Maintenance Streets/Redevelopment Streets/Repairs Streets/Traffic Signals Structural Demolition (City owned properties) Utility Relocation Water Reclamation Facility Water/Emergency Repair Water/Interceptor Water/Main Repairs Water/Main Replacement Water/Sanitary Sewer Rehabilitation Water/Sewer Service Water/Storage Tank COMMITMENT FOR TITLE INSURANCE (T-7) Issued By: Commitment Number: Fidelity National Title Insurance 9001222601793 tiCompany THE FOLLOWING COMMITMENT FOR TITLE INSURANCE IS NOT VALID UNLESS YOUR NAME AND THE POLICY AMOUNT ARE SHOWN IN SCHEDULE A, AND OUR AUTHORIZED REPRESENTATIVE HAS COUNTERSIGNED BELOW. We (Fidelity National Title Insurance Company, a Florida corporation) will issue our title insurance policy or policies (the Policy) to You (the proposed insured) upon payment of the premium and other charges due, and compliance with the requirements in Schedule C. Our Policy will be in the form approved by the Texas Department of Insurance at the date of issuance, and will insure your interest in the land described in Schedule A. The estimated premium for our Policy and applicable endorsements is shown on Schedule D. There may be additional charges such as recording fees, and expedited delivery expenses. This Commitment ends ninety (90) days from the effective date, unless the Policy is issued sooner, or failure to issue the Policy is our fault. Our liability and obligations to you are under the express terms of this Commitment and end when this Commitment expires. Fidelity National Title Insurance Company By: Issued By: Fidelity National Title Agency, Inc. Lorie Ellis Attest: CONDITIONS AND STIPULATIONS Michael J. Nolan, President 7r - Marjorie Nemzura, Secretary 1. If you have actual knowledge of any matter which may affect the title or mortgage covered by this Commitment that is not shown in Schedule B you must notify us in writing. If you do not notify us in writing, our liability to you is ended or reduced to the extent that your failure to notify us affects our liability. If you do notify us, or we learn of such matter, we may amend Schedule B, but we will not be relieved of liability already incurred. 2. Our liability is only to you, and others who are included in the definition of Insured in the Policy to be issued. Our liability is only for actual loss incurred in your reliance on this Commitment to comply with its requirements, or to acquire the interest in the land. Our liability is limited to the amount shown in Schedule A of this Commitment and will be subject to the following terms of the Policy: Insuring Provisions, Conditions and Stipulations, and Exclusions. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 401RESAFE., Inquire before you wire! WIRE FRAUD ALERT This Notice is not intended to provide legal or professional advice. If you have any questions, please consult with a lawyer. All parties to a real estate transaction are targets for wire fraud and many have lost hundreds of thousands of dollars because they simply relied on the wire instructions received via email, without further verification. If funds are to be wired in conjunction with this real estate transaction, we strongly recommend verbal verification of wire instructions through a known, trusted phone number prior to sending funds. In addition, the following non-exclusive self-protection strategies are recommended to minimize exposure to possible wire fraud. • NEVER RELY on emails purporting to change wire instructions. Parties to a transaction rarely change wire instructions in the course of a transaction. • ALWAYS VERIFY wire instructions, specifically the ABA routing number and account number, by calling the party who sent the instructions to you. DO NOT use the phone number provided in the email containing the instructions, use phone numbers you have called before or can otherwise verify. Obtain the number of relevant parties to the transaction as soon as an escrow account is opened. DO NOT send an email to verify as the email address may be incorrect or the email may be intercepted by the fraudster. • USE COMPLEX EMAIL PASSWORDS that employ a combination of mixed case, numbers, and symbols. Make your passwords greater than eight (8) characters. Also, change your password often and do NOT reuse the same password for other online accounts. • USE MULTI -FACTOR AUTHENTICATION for email accounts. Your email provider or IT staff may have specific instructions on how to implement this feature. For more information on wire -fraud scams or to report an incident, please refer to the following links: Federal Bureau of Investigation: http://www. fbi.go v Wire Fraud Alert Original Effective Date: 5/11/2017 Current Version Date: 5/11/2017 Internet Crime Complaint Center: http://www.ic3.gov TM and © Fidelity National Financial, Inc. and/or an affiliate. All rights resented Page 1 9001222601793 -NJ FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 L SCHEDU EA Effective Date: September 2, 2026 at 8:00 AM Commitment No.: 9001222601793 1. The policy or policies to be issued are: a. OWNER'S POLICY OF TITLE INSURANCE (Form T-1) (Not applicable for improved one -to -four family residential real estate) Policy Amount: $4,300,000.00 PROPOSED INSURED: Jun Crown Properties, LLC b. TEXAS RESIDENTIAL OWNER'S POLICY OF TITLE INSURANCE ONE -TO -FOUR FAMILY RESIDENCES (Form T -1R) Policy Amount: PROPOSED INSURED: c. LOAN POLICY OF TITLE INSURANCE (Form T-2) Policy Amount: PROPOSED INSURED: Proposed Borrower: GF No.: FT -44122 -9001222601793 -NJ Issued: September 10, 2026 at 8:00 AM d. TEXAS SHORT FORM RESIDENTIAL LOAN POLICY OF TITLE INSURANCE (Form T -2R) Policy Amount: PROPOSED INSURED: Proposed Borrower: e. LOAN TITLE POLICY BINDER ON INTERIM CONSTRUCTION LOAN (Form T-13) Policy Amount: PROPOSED INSURED: Proposed Borrower: f. OTHER Policy Amount: PROPOSED INSURED: 2. The interest in the land covered by this Commitment is: Fee Simple 3. Record title to the land on the Effective Date appears to be vested in: City of Fort Worth, a municipal corporation Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMMITMENT NO.: 9001222601793 COMPANY SCHEDULE A (continued) 4. Legal description of land: Tract 1 Lot 1, Block 2, Hirshfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas: Being a 0.230 acre tract of land in the S.G. Jennings Survey, Abstract Number 844, situated in the City of Fort Worth, Tarrant County, Texas, and being all of that certain tract of land described in deed to Monroe Street Professional Building, Ltd, recorded in Volume 14586, Page 436, Deed Records, Tarrant County, Texas. The bearings for this description are based on the bearings as they appear in Cabinet B, Slide 244, Plat Records, Tarrant County, Texas. Said 0.230 acre tract being described my metes and bounds as follows: Beginning at the intersection of the west right of way line of Monroe Streets a 60' wide public right of way with the south right of way line of 10th Street, a 60' wide public right of way, at the northeast corner of said Lot 1, from which an "X" cut found bears North 01 degrees 48 minutes 43 seconds West, a distance of 3.46 feet and an "X" cut found bears North 54 degrees 29 minutes 43 seconds East, a distance of 5.99 feet; Thence South 00 degrees 00 minutes 00 seconds East, with the common line of said Lot 1 and said Monroe Street, a distance of 100.00 feet to the southeast corner of said Lot 1 and the northeast corner of a certain tract of land described in deed to The City of Fort Worth, recorded in Volume 12182, page 1508, Deed Records, Tarrant County, Texas, from which a PK nail found bears North 90 degrees 00 minutes 00 seconds East, a distance of 5.00 feet; Thence South 90 degrees 00 minutes 00 seconds West, along the south line of said Lot 1, a distance of 100.00 feet to the southwest corner of said Lot 1, in the east line of 18' wide alley, from which a "Y" cut found bears North 89 degrees 57 minutes 54 seconds West, a distance of 7.89 feet; Thence North 00 degrees 00 minutes 00 seconds West, along the west line of said Lot 1, a distance of 100.00 feet to the northwest corner of said Lot 1 and the said south right of way line of 10th Street, from which an "X" cut found bears North 68 degrees 50 minutes 17 seconds West, a distance of 9.55 feet and an "X" cut found bears North 00 degrees 21 minutes 39 seconds East, a distance of 3.54 feet; Thence North 90 degrees 00 minutes 00 seconds East, along the north line of said Lot 1 and the said south right of way line of 10th Street, a distance of 100.00 feet to the Point of Beginning and containing a computed area of 0.230 acres, more or less. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Tract 2 Being Lots 2 and 3, Block 2, Hirshfield Addition, an unrecorded addition to the City of Fort Worth, Tarrant County, Texas, and said Lots 2 and 3 being the same tracts of land conveyed to Lone Star Gas Company, by deeds recorded in Volume 1138, Page 38; Volume 2660, Page 284; and Volume 3997, Page 262, of the Deed Records of Tarrant County, Texas. Said Lots 2 and 3 being more particularly described by metes and bounds as follows: Beginning at an "X" cut in concrete set at the southeast corner of said Lot 3, being the intersection of the west right of way line of Monroe Street (a 60 foot wide right of way) with the north right of way line of Texas Street (a variable width right of way); Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMMITMENT NO.: 9001222601793 COMPANY SCHEDULE A (continued) Thence West 100.00 feet along the south boundary line of said Lot 3 to a 1/2 inch iron rod set at the southwest corner of said Lot 3, lying in the east boundary line of an 18 foot wide alley; Thence North 216.50 feet along the east boundary line of said alley and the west boundary line of said Lots 2 and 3 to a point at a building corner at the northwest corner of said Lot 2, being the southwest corner of Lot 1 of said Hirshfield Addition, being the same tract of land conveyed to Monroe Street Venture, by the deed recorded in Volume 8933, Page 1860 of the Deed Records of Tarrant County, Texas; Thence East 100.00 feet along the common boundary line between said Monroe Street Venture (Lot 1) and the north boundary line of said Lone Star Gas Company Tract (Lot 2) to a point at the northeast corner of said Lot 2, lying in the west right of way line of aforesaid Monroe Street, from which a PK nail set in an "X" found in concrete lies East 5.02 feet; Thence South 216.50 feet along the east boundary line of said Lots 2 and 3 and the west right of way line of said Monroe Street to the Place of Beginning, containing 21,650 square feet of land. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT. Tract 3 Being the North 50 feet of the south 106.50 feet of Lot 6, Block 2, Hirshfield Addition, an unrecorded addition to the City of Fort Worth, Tarrant County, Texas, being the same tract of land conveyed to Lone Star Gas Company, by the deed recorded in Volume 1986, Page 441 of the Deed Records of Tarrant County, Texas, and being more particularly described as follows: Beginning at a PK nail set at the southwest corner of said Lone Star Gas Company tract, lying in the east right of way line of Taylor Street (a 60 foot wide right of way) at a point lying North 56.50 feet from the southwest corner of said Lot 6. Said point of beginning also being the northwest corner of the tract of land conveyed to Star Telegram Operating, Ltd., by the deed recorded in Volume 10484, Page 1422 of the Deed Records of Tarrant County, Texas; Thence North 50.00 feet along the west boundary line of said Lot 6 and the east right of way line of aforesaid Taylor Street to a 1/2 inch iron rod set at the northwest corner of said Lone Star Gas Company tract, lying 0.10 feet south of a building corner. Said northwest corner of said Lone Star Gas Company tract being the southwest corner of Lot 4-R, Block 2, Hirshfield Addition, an addition to the City of Fort Worth, Tarrant County, Texas, according to the plat recorded in Cabinet B, Slide 244 of the Plat Records of Tarrant County, Texas; Thence East 100.00 feet departing said right of way line and running along the north boundary line of said Lone Star Gas Company tract and the south boundary line of said Lot 4-R to an "X" cut in concrete set at the southeast corner of said Lot 4-R and the northeast corner of said Lone Star Gas Company Tract, lying in the west boundary line of an 18 foot wide alley and also lying 0.20 feet south of a building corner; Thence South 50.00 feet along the west boundary line of said alley and the east boundary line of said Lone Star Gas Company tract to a 1/2 inch iron rod set at the southeast corner of said Lone Star Gas Company tract, being the northeast corner of aforesaid Star Telegram Operating, Ltd. tract; Thence West 100.00 feet along the common boundary line between said Lone Star Gas Company tract and Star Telegram Operating Ltd. tract to the place of beginning containing 5,000 square feet of land. NOTE: COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE AND/OR SQUARE Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMMITMENT NO.: 9001222601793 COMPANY SCHEDULE A (continued) FOOTAGE CALCULATIONS ARE CORRECT. END OF SCHEDULE A Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 Commitment No.: 9001222601793 SCHEDULE B EXCEPTIONS FROM COVERAGE GF No.: FT -44122 -9001222601793 -NJ In addition to the Exclusions and Conditions and Stipulations, your Policy will not cover loss, costs, attorney's fees, and expenses resulting from: 1. The following restrictive covenants of record itemized below (We must either insert specific recording data or delete this exception): Item 1, Schedule B is hereby deleted. 2. Any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements. 3. Homestead or community property or survivorship rights, if any of any spouse of any insured. (Applies to the Owner Policy only.) 4. Any title or rights asserted by anyone, including, but not limited to, persons, the public, corporations, governments or other entities, a. to tidelands, or lands comprising the shores or beds of navigable or perennial rivers and streams, lakes, bays, gulfs or oceans, or b. to lands beyond the line of the harbor or bulkhead lines as established or changed by any government, or to filled -in lands, or artificial islands, or to statutory water rights, including riparian rights, or e. to the area extending from the line of mean low tide to the line of vegetation, or the rights of access to that area or easement along and across that area. (Applies to the Owner Policy only.) Standby fees, taxes and assessments by any taxing authority for the year 2026 and subsequent years; and subsequent taxes and assessments by any taxing authority for prior years due to change in land usage or ownership; but not those taxes or assessments for prior years because of an exemption granted to a previous owner of the property under Section 11.13, Texas Tax Code, or because of improvements not assessed for a previous tax year. (If Texas Short Form Residential Mortgagee Policy of Title Insurance (T -2R) is issued, that policy will substitute "which become due and payable subsequent to Date of Policy" in lieu of "for the year 2026 and subsequent year.") The terms and conditions of the documents creating your interest in the land. Materials furnished or labor performed in connection with planned construction before signing and delivering the lien document described in Schedule A, if the land is part of the homestead of the owner. (Applies to the Mortgagee Title Policy Binder on Interim Construction Loan only, and may be deleted if satisfactory evidence is furnished to us before a binder is issued.) Liens and leases that affect the title to the land, but that are subordinate to the lien of the insured mortgage. (Applies to Mortgagee Policy (T-2) only.) Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 10 SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) The Exceptions from Coverage and Express Insurance in Schedule B of the Texas Short Form Residential Mortgagee Policy of Title Insurance (T -2R). (Applies to Texas Short Form Residential Mortgagee Policy of Title Insurance (T -2R) only. Separate exceptions 1 through 8 of this Schedule B do not apply to the Texas Short Form Residential Mortgagee Policy of Title Insurance (T -2R). The following matters and all terms of the documents creating or offering evidence of the matters (We must insert matters or delete this exception): a. Rights of parties in possession. b. Rights of tenants in possession, as tenants only, under unrecorded lease agreements. If any portion of the proposed loan and/or the Owner's Title Policy coverage amount includes funds for immediately contemplated improvements, the following exceptions will appear in Schedule B of any policy issued as indicated: Owner and Loan Policy(ies): Any and all liens arising by reason of unpaid bills or claims for work performed or materials furnished in connection with improvements placed, or to be placed, upon the subject land. However, the Company does insure the insured against loss, if any, sustained by the Insured under this policy if such liens have been filed with the County Clerk of County, Texas, prior to the date hereof. Owner Policy(ies) Only: Liability hereunder at the date hereof is limited to $ 0.00. Liability shall increase as contemplated improvements are made, so that any loss payable hereunder shall be limited to said sum plus the amount actually expended by the insured in improvements at the time the loss occurs. Any expenditures made for improvements, subsequent to the date of this policy, will be deemed made as of the date of this policy. In no event shall the liability of the Company hereunder exceed the face amount of this policy. Nothing contained in this paragraph shall be construed as limiting any exception or any printed provision of this policy. Loan Policy(ies) Only: Pending disbursement of the full proceeds of the loan secured by the lien instrument set forth under Schedule A hereof, this policy insures only to the extent of the amount actually disbursed, but increase as each disbursement is made in good faith and without knowledge of any defect in, or objections to, the title up to the face amount of the policy. Nothing contained in this paragraph shall be construed as limiting any exception under Schedule B, or any printed provision of this policy. All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of mineral interest that are not listed. e. All leases, grants, exceptions or reservations of the geothermal energy and associated resources below the surface of the Land, together with all rights, privileges, and immunities relating thereto, appearing in the Public Records whether listed in Schedule B or not. There may be leases, grants, exceptions or reservations of the geothermal energy and associated resources below the surface of the Land that are not listed. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 9. SCHEDULE B EXCEPTIONS FROM COVERAGE (continued) Matters contained in that certain document Entitled: Verification Dated: September 28, 2004 Executed by: Julie Lawless, Historic Preservation Senior Plannor for the City of Fort Worth Recording Date: September 29, 2004 Recording No: under Clerk's File No. D204305287, Deed Records, Tarrant County, Texas Which provides for, among other things: This property has been designated as Historic Cultural Landmark Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Verification Dated: September 28, 2004 Executed by: Julie Lawless, Historic Preservation Senior Plannor for the City of Fort Worth Recording Date: September 29, 2004 Recording No: under Clerk's File No. D204305288, Deed Records, Tarrant County, Texas Which provides for, among other things: This property has been designated as Historic Cultural Landmark Reference is hereby made to said document for full particulars. Matters contained in that certain document Entitled: Historic Structures and Properties Designated "Demolition Delay" Highly Significant Endangered Dated: March 24, 1997 Executed by: City of Fort Worth Recording Date: May 28, 1997 Recording No: in Volume 12779, Page 577, Deed Records, Tarrant County, Texas Reference is hereby made to said document for full particulars. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 SCHEDULE C Commitment No.: 9001222601793 GF No.: FT -44122 -9001222601793 -NJ Your Policy will not cover loss, costs, attorneys' fees, and expenses resulting from the following requirements that will appear as Exceptions in Schedule B of the Policy, unless you dispose of these matters to our satisfaction, before the date the Policy is issued: Documents creating your title or interest must be approved by us and must be signed, notarized and filed for record. 2. Satisfactory evidence must be provided that: a. no person occupying the land claims any interest in that land against the persons named in paragraph 3 of Schedule A, b. all standby fees, taxes, assessments and charges against the property have been paid, c. all improvements or repairs to the property are completed and accepted by the owner, and that all contractors, sub -contractors, laborers and suppliers have been fully paid, and that no mechanic's, laborer's or materialmen's liens have attached to the property, d. there is legal right of access to and from the land, e. (on a Mortgagee Policy only) restrictions have not been and will not be violated that affect the validity and priority of the insured mortgage. 3. You must pay the seller or borrower the agreed amount for your property or interest. 4. Any defect, lien or other matter that may affect title to the land or interest insured, that arises or is filed after the effective date of this Commitment. 5. Prior approval from Regional Underwriting must be obtained if the subject transaction involves the proposed issuance of (i) an Owner's Policy to a person or entity who purchased the subject property at a foreclosure sale, or (ii) a Loan Policy insuring a lien granted by such person or entity on the subject property. 6. The search did not disclose any open mortgages or deeds of trust of record, therefore the Company reserves the right to require further evidence to confirm that the property is unencumbered, and further reserves the right to make additional requirements or add additional items or exceptions upon receipt of the requested evidence. 7. The Company must be furnished evidence of the authority and/or capacity of the party executing the conveying document. (City of Fort Worth) 8. Note: The name(s) of the proposed insured(s) furnished with this application for title insurance is/are: No names were furnished with the application. Please provide the name(s) of the buyers as soon as possible. For each policy to be issued as identified in Schedule A, Item 2; the Company shall not be liable under this commitment until it receives a designation for a Proposed Insured, acceptable to the Company. The Company may amend this commitment to add, among other things, additional exceptions or requirements after the designation of the Proposed Insured. 10. The following note is for informational purposes only: The following deed(s) affecting said land were recorded within twenty-four (24) months of the date of this report: None found of record. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 SCHEDULE C (continued) The last Deed found of record affecting the Land was recorded July 25, 2014 at in Document D214159880, Deed Records, Tarrant County, Texas, wherein the grantee acquired the subject property. The last Deed found of record affecting the Land was recorded November 30, 1995 at in Volume 12182, Page 1508, Deed Records, Tarrant County, Texas, wherein the grantee acquired the subject property. 11. Note —Important Notice You have the right to have your funds deposited in an interest -bearing account. If you choose to establish an interest -bearing account for your deposit, notify your escrow officer immediately. Thereafter you will be provided with a Notice of Election form which you should complete in writing by completing and returning the form, along with your taxpayer identification information, not later than five (5) days before the scheduled closing. If you choose to establish an interest -bearing account for your deposit, an additional charge of $50.00 will be required. This charge may exceed the amount of interest to be earned on the deposit, depending on the amount, applicable interest rate, and the duration of the deposit. As an example, the amount of interest you can earn on a deposit of $1000.00 for a thirty -day period at an interest rate of 4% is $3.33. Interest earned is dependent on the amount of deposit, time of deposit and the applicable interest rate. If you do not choose to establish an interest -bearing account for your deposit, your funds will be deposited with other escrow funds in your escrow agent's general escrow account with an authorized financial institution and may be transferred to another general escrow account or accounts. By reason of the banking relationship between our Company and the financial institution, the Company may receive an array of bank services, accommodations or other benefits. The escrow funds will not be affected by such services, accommodations or other benefits. Failure to notify your escrow officer and complete the additional required investment authorization form shall constitute waiver of any intention of establishing an interest -bearing account for your deposit(s). 12. Except in an exempt transaction, the Company must be furnished with seller's social security number or tax identification number and all other information necessary to complete IRS Form 1099S. 13. The Company and its policy issuing agents are required by Federal law to collect additional information about certain transactions in specified geographic areas in accordance with the Bank Secrecy Act. If this transaction is required to be reported under a Geographic Targeting Order issued by FinCEN, the Company or its policy issuing agent must be supplied with a completed ALTA Information Collection Form ("ICF") prior to closing the transaction contemplated herein. 14. As to any document creating your title or interest that will be executed or recorded electronically, or notarized pursuant to an online notarization, the following requirements apply: • Confirmation prior to closing that the County Clerk of Tarrant County, Texas has approved and authorized electronic recording of electronically signed and notarized instruments in the form and format that is being used. • Electronic recordation of the instruments to be insured in the Official Public Records of Tarrant County, Texas. • Execution of the instruments to be insured pursuant to the requirements of the Texas Uniform Electronic Transactions Act, Chapter 322 of the Business and Commerce Code. • Acknowledgement of the instruments to be insured by a notary properly commissioned as an online notary public by the Texas Secretary of State with the ability to perform electronic and online notarial acts under 1 TAC Chapter 87. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 FIDELITY NATIONAL TITLE INSURANCE COMPANY COMMITMENT NO.: 9001222601793 SCHEDULE D Commitment No.: 9001222601793 GF No.: FT -44122 -9001222601793 -NJ Pursuant to the requirements of Procedural Rule P-21 in the Basic Manual of Rules, Rates and Forms for the Writing of Title Insurance in the State of Texas, the following disclosures are made: 1. The issuing Title Insurance Company, Fidelity National Title Insurance Company, is a corporation whose shareholders owning or controlling, directly or indirectly, 10% or more of said corporation, directors, and officers are listed below: Shareholders: Fidelity National Title Group, Inc., which is owned 100% by FNTG Holdings, LLC, which is owned 100% by Fidelity National Financial, Inc., a publicly held company. Directors: Joseph W. Grealish, Roger S. Jewkes, Marjorie Nemzura, Michael J. Nolan, Anthony J. Park Officers: Michael J. Nolan (President, Chief Executive Officer, and Chairman of the Board), Anthony J. Park (Treasurer, Chief Financial Officer, and Executive Vice President), Marjorie Nemzura (Corporate Secretary and Vice President) 2. The following disclosures are made by the Title Insurance Agent issuing this Commitment: Fidelity National Title Agency, Inc. (a) A listing of each shareholder, owner, partner, or other person having, owning or controlling one percent (1%) or more of the Title Insurance Agent that will receive a portion of the premium: Owners: FNTS Holdings, LLC (b) A listing of each shareholder, owner, partner, or other person having, owning or controlling 10 percent (10%) or more of an entity that has, owns or controls one percent (1%) or more of the Title Insurance Agent that will receive a portion of the premium: Owners: FNTG Holdings, LLC (c) If the Agent is a corporation: (i) the name of each director of the Title Insurance Agent, and (ii) the names of the President, the Executive or Senior Vice -President, the Secretary and the Treasurer of the Title Insurance Agent: Directors: Michael J. Nolan, Anthony John Park Officers: Laurie H. Ford (President), Paula D. Hester (President), Edward Hall (President), Todd B. Rasco (President), Anthony John Park (Chief Financial Officer and Executive Vice President), Marjorie Nemzura (Secretary), Joseph William Grealish (Executive Vice President), John Ernst (Executive Vice President) (d) The name of any person who is not a full-time employee of the Title Insurance Agent and who receives any portion of the title insurance premium for services performed on behalf of the Title Insurance Agent in connection with the issuance of a title insurance form; and, the amount of premium that any such person shall receive: None For purposes of this paragraph 2, "having, owning or controlling" includes the right to receipt of a percentage of net income, gross income, or cash flow of the Agent or entity in the percentage stated in subparagraphs (a) or (b). You are entitled to receive advance disclosure of settlement charges in connection with the proposed transaction to which this Commitment relates. Upon your request, such disclosure will be made to you. Additionally, the name of any person, firm or corporation receiving a portion of the premium from the settlement of this transaction will be disclosed on the closing or settlement statement. You are further advised that the estimated title premium* is: Owner's Policy $ 18,624.00 Total $ 18,624.00 Of this total amount: 15% will be paid to the policy issuing Title Insurance Company; 15% will be retained by the issuing Title Insurance Agent; and the remainder of the estimated premium will be paid to other parties as follows: Percent/Amount To Whom For Services 70% Baker Firm, PLLC Closing Services *The estimated premium is based upon information furnished to us as of the date of this Commitment for Title Insurance. Final determination of the amount of the premium will be made at closing in accordance with the Rules and Regulations adopted by the Commissioner of Insurance. Form T-7: Commitment for Title Insurance (01/03/14) TX----SPS-1-26-9001222601793 Schedule D - Texas Form (Effective 1/1/2026) DELETION OF ARBITRATION PROVISION (Not applicable to the Texas Residential Owner's Policy) ARBITRATION is a common form of alternative dispute resolution. It can be a quicker and cheaper means to settle a dispute with your Title Insurance Company. However, if you agree to arbitrate, you give up your right to take the Title Insurance Company to court and your rights to discovery of evidence may be limited in the arbitration process. In addition, you cannot usually appeal an arbitrator's award. Your policy contains an arbitration provision (shown below). It allows you or the Company to require arbitration if the amount of insurance is $2,000,000 or less. If you want to retain your right to sue the Company in case of a dispute over a claim, you must request deletion of the arbitration provision before the policy is issued. You can do this by signing this form and returning it to the Company at or before the closing of your real estate transaction or by writing to the Company. The arbitration provision in the Policy is as follows: "Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ("Rules"). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured, unless the Insured is an individual person (as distinguished from an Entity). All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction." Signature Date FORM T-7: Commitment for Title Insurance (Deletion of Arbitration Provision) (01/03/14) TEXAS TITLE INSURANCE INFORMATION Title insurance insures you against loss resulting from certain risks to your title. The commitment for Title Insurance is the title insurance company's promise to issue the title insurance policy. The commitment is a legal document. You should review it carefully to completely understand it before your closing date. El seguro de titulo le asegura en relacibn a perdidas resultantes de ciertos riesgos que pueden afectar el titulo de su propriedad. El Compromiso para Seguro de Titulo es la promesa de la compania aseguradora de titulos de emitir la pbliza de seguro de titulo. El Compromiso es un documento legal. Usted debe leerlo cuidadosamente y endenterlo complemente antes de la fecha para finalizar su transaccion. Your Commitment for Title insurance is a legal contract between you and us. The Commitment is not an opinion or report of your title. It is a contract to issue you a policy subject to the Commitment's terms and requirements. Before issuing a Commitment for Title Insurance (the Commitment) or a Title Insurance Policy (the Policy), the Title Insurance Company (the Company) determines whether the title is insurable. This determination has already been made. Part of that determination involves the Company's decision to insure the title except for certain risks that will not be covered by the Policy. Some of these risks are listed in Schedule B of the attached Commitment as Exceptions. Other risks are stated in the Policy as Exclusions. These risks will not be covered by the Policy. The Policy is not an abstract of title nor does a Company have an obligation to determine the ownership of any mineral interest. --MINERALS AND MINERAL RIGHTS may not be covered by the Policy. The Company may be unwilling to insure title unless there is an exclusion or an exception as to Minerals and Mineral Rights in the Policy. Optional endorsements insuring certain risks involving minerals, and the use of improvements (excluding lawns, shrubbery and trees) and permanent buildings may be available for purchase. If the title insurer issues the title policy with an exclusion or exception to the minerals and mineral rights, neither this Policy, nor the optional endorsements, insure that the purchaser has title to the mineral rights related to the surface estate. Another part of the determination involves whether the promise to insure is conditioned upon certain requirements being met. Schedule C of the Commitment lists these requirements that must be satisfied or the Company will refuse to cover them. You may want to discuss any matters shown in Schedules B and C of the Commitment with an attorney. These matters will affect your title and your use of the land. When your Policy is issued, the coverage will be limited by the Policy's Exceptions, Exclusions and Conditions, defined below. ---EXCEPTIONS are title risks that a Policy generally covers but does not cover in a particular instance. Exceptions are shown on Schedule B or discussed in Schedule C of the Commitment. They can also be added if you do not comply with the Conditions section of the Commitment. When the Policy is issued, all Exceptions will be on Schedule B of the Policy. ---EXCLUSIONS are title risks that a Policy generally does not cover. Exclusions are contained in the Policy but not shown or discussed in the Commitment. ---CONDITIONS are additional provisions that qualify or limit your coverage. Conditions include your responsibilities and those of the Company. They are contained in the Policy but not shown or discussed in the Commitment. The Policy Conditions are not the same as the Commitment Conditions. FORM T-7: Commitment for Title Insurance (Title Insurance Information) (01/03/14) Commitment Number: 9001222601793 GF#: FT -44122 -9001222601793 -NJ TEXAS TITLE INSURANCE INFORMATION (Continued) You can get a copy of the policy form approved by the Texas Department of Insurance by calling the Title Insurance Company at 1-800-442-7067 or by calling the title insurance agent that issued the Commitment. The Texas Department of Insurance may revise the policy form from time to time. You can also get a brochure that explains the policy from the Texas Department of Insurance by calling 1-800-252-3439. Before the Policy is issued, you may request changes in the policy. Some of the changes to consider are: ---Request amendment of the "area and boundary" exception (Schedule B, paragraph 2). To get this amendment, you must furnish a survey and comply with other requirements of the Company. On the Owner's Policy, you must pay an additional premium for the amendment. If the survey is acceptable to the Company and if the Company's other requirements are met, your Policy will insure you against loss because of discrepancies or conflicts in boundary lines, encroachments or protrusions, or overlapping of improvements. The Company may then decide not to insure against specific boundary or survey problems by making special exceptions in the Policy. Whether or not you request amendment of the "area and boundary" exception, you should determine whether you want to purchase and review a survey if a survey is not being provided to you. ---Allow the Company to add an exception to "rights of parties in possession." If you refuse this exception, the Company or the title insurance agent may inspect the property. The Company may except to and not insure you against the rights of specific persons, such as renters, adverse owners or easement holders who occupy the land. The Company may charge you for the inspection. If you want to make your own inspection, you must sign a Waiver of Inspection form and allow the Company to add this exception to your Policy. The entire premium for a Policy must be paid when the Policy is issued. You will not owe any additional premiums unless you want to increase your coverage at a later date and the Company agrees to add an Increased Value Endorsement. FORM T-7: Commitment for Title Insurance (Title Insurance Information) (01/03/14) FIDELITY NATIONAL FINANCIAL PRIVACY NOTICE Effective January 1, 2026 Fidelity National Financial, Inc. and its majority -owned subsidiary companies (collectively, "FNF," "our," or "we") respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and protect personal information, when and to whom we disclose such information, and the choices you have about the use and disclosure of that information. A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice, the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply. Collection of Personal Information FNF may collect the following categories of Personal Information: • contact information (e.g., name, address, phone number, email address); • demographic information (e.g., date of birth, gender, marital status); • identity information (e.g., Social Security Number, driver's license, passport, or other government ID number); • financial account information (e.g., loan or bank account information); • biometric data (e.g., fingerprints, retina or iris scans, voiceprints, or other unique biological characteristics; and • other personal information necessary to provide products or services to you. We may collect Personal Information about you from: • information we receive from you or your agent; • information about your transactions with FNF, our affiliates, or others; and • information we receive from consumer reporting agencies and/or governmental entities, either directly from these entities or through others. Collection of Device and Browsing Information FNF automatically collects the following categories of Browsing Information when you access an FNF website, online service, or application (each an "FNF Website") from your Internet browser, computer, and/or device: • Internet Protocol (IP) address and operating system; • browser information, such as version, language, and type; • device type and operating system; • domain name system requests; and • browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to the pages within the FNF Website. Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing Information described above. We use Browsing Information for system administration, troubleshooting, fraud investigation, and to improve our websites. Browsing Information generally does not reveal anything personal about you, though if you have created a user account for an FNF Website and are logged into that account, the FNF Website may be able to link certain browsing activity to your user account. Other Online Specifics Website Analytics. We use Google Analytics to understand how visitors interact with FNF Websites. Google Analytics may collect information such as your IP address, device type, and pages visited to help us analyze site traffic and to personalize your browsing experience on our site. If you don't want Google Analytics to be used in your browser, you can install the Google Analytics browser add-on, which Google makes available online. Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece of data that is sent to your Internet browser from a web server and stored on your computer's hard drive. Information gathered using cookies helps us improve your user experience. For example, a cookie can help the website load properly or can customize the display page based on your browser type and user preferences. You can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so may impair or limit some functionality of the FNF Website. PRIVACY STATEMENT TXFN FTI F_PrivacyStatement.doc Effective Date: 5/1/2018 Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This information is used to improve our websites. Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your browser. Links to Other Sites. FNF Websites may contain links to unaffiliated third -party websites. FNF is not responsible for the privacy practices or content of those websites. We recommend that you read the privacy policy of every website you visit. Use of Personal Information FNF uses Personal Information for these main purposes: • To provide products and services to you or in connection with a transaction involving you. • To improve our products and services. • To prevent and detect fraud; • To maintain the security of our systems, tools, accounts, and applications; • To verify and authenticate identities and credentials; • To communicate with you about our, and our affiliates' services, jointly or independently; • To provide reviews and testimonials about our services, with your consent. When Information Is Disclosed We may disclose the categories of Personal Information and Browsing Information listed above for the following purposes: • to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure; • to affiliated or nonaffiliated service providers who provide or perform services or functions on our behalf and who agree to use the information only to provide such services or functions; • to affiliated or nonaffiliated third parties with whom we perform joint marketing, pursuant to an agreement with them to jointly market financial products or services to you; • to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order; or • in the good -faith belief that such disclosure is necessary to comply with legal process or applicable laws, or to protect the rights, property, or safety of FNF, its customers, or the public. The law does not require your prior authorization and does not allow you to restrict the disclosures described above. Additionally, we may disclose your information to third parties for whom you have given us authorization or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing Information with nonaffiliated third parties, except as required or permitted by law. We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or transfer of the foregoing information in connection with any of the above described proceedings. Security of Your Information We maintain physical, electronic, and procedural safeguards to protect your Personal Information. Choices With Your Information Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or products to you. State -Specific Consumer Privacy Information: For additional information about your state -specific consumer privacy rights, to make a consumer privacy request, or to appeal a previous privacy request, please follow the link Privacy Request, or email privacy(�fnf.com, or call (888) 714-2710. PRIVACY STATEMENT TXFN FTI F_PrivacyStatement.doc Effective Date: 5/1/2018 Certain state privacy laws require that FNF disclose the categories of third parties to which FNF may disclose the Personal Information and Browsing Information listed above. Those categories are: • FNF affiliates and subsidiaries; • Non-affiliated third parties, with your consent; • Businesses in connection with the sale or other disposition of all or part of the FNF business and/or assets; • Service providers; • Law enforcement or authorities in connection with an investigation, or in response to a subpoena or court order. For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties, except as permitted by California law. For additional information about your California privacy rights, please visit the "California Privacy" link on our website (fnf.com/california-privacy) or call (888) 413-1748. For Nevada Residents: We are providing this notice pursuant to state law. You may be placed on our internal Do Not Call List by calling FNF Privacy at (888) 714-2710 or by contacting us via the information set forth at the end of this Privacy Notice. For further information concerning Nevada's telephone solicitation law, you may contact: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite 3900, Las Vegas, NV 89101; Phone number: (702) 486-3132; email: aginguiries(c�ag.state.nv.us. For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated third parties for marketing purposes, except after you have been informed by us of such sharing and had an opportunity to indicate that you do not want a disclosure made for marketing purposes. For additional information about your Oregon consumer privacy rights, or to make a consumer privacy request, or appeal a previous privacy request, please email privacy(�fnf.com or call (888) 714-2710 FNF is the controller of the following businesses registered with the Secretary of State in Oregon: Chicago Title Company of Oregon, Fidelity National Title Company of Oregon, Lawyers Title of Oregon, LoanCare, Ticor, Title Company of Oregon, Western Title & Escrow Company, Chicago Title Company, Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, Fidelity National Title Insurance Company, Liberty Title & Escrow, Novare National Settlement Service, Ticor Title Company of California, Exos Valuations, Fidelity & Guaranty Life, Insurance Agency, Fidelity National Home Warranty Company, Fidelity National Management Services, Fidelity Residential Solutions, FNF Insurance Services, FNTG National Record Centers, IPEX, Mission Servicing Residential, National Residential Nominee Services, National Safe Harbor Exchanges, National Title Insurance of New York, NationalLink Valuations, NexAce Corp., ServiceLink Auction, ServiceLink Management Company, ServiceLink Services, ServiceLink Title Company of Oregon, ServiceLink Valuation Solutions, Western Title & Escrow Company For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not disclose your personal information, financial information, credit report, or health information to nonaffiliated third parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those disclosures. Information From Children The FNF Websites are not intended or designed to attract persons under the age of eighteen (18). We do not collect Personal Information from any person that we know to be under the age of thirteen (13) without permission from a parent or guardian. International Users FNF's headquarters is located within the United States. If you reside outside the United States and choose to provide Personal Information or Browsing Information to us, please note that we may transfer that information outside of your country of residence. By providing FNF with your Personal Information and/or Browsing Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy Notice. FNF Website Services for Mortgage Loans Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections of PRIVACY STATEMENT TXFNFTIF_PrivacyStatement.doc +� Effective Date: 5/1/2018 this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal Information collected through the Service Websites, except as required or authorized by contract with the mortgage loan servicer or lender, or as required by law or in the good -faith belief that such disclosure is necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the rights, property, or safety of FNF or the public. Your Consent to this Privacy Notice; Notice Changes By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The Privacy Notice's effective date will show the last date changes were made. If you provide information to us following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the Privacy Notice. Accessing and Correcting Information; Contact Us If you have questions or would like to correct your Personal Information, visit FNF's Privacy Request website or contact us by phone at (888) 714-2710, by email at privacy(o)fnf.com, or by mail to: Fidelity National Financial, Inc. 601 Riverside Avenue, Jacksonville, Florida 32204 Attn: Chief Privacy Officer PRIVACY STATEMENT TXFN FTI F_PrivacyStatement.doc TEXAS SECRETARY of STATE ROBERT S. HOWDEN BUSINESS ORGANIZATIONS INQUIRY - VIEW ENTITY Filing Number: 802075006 Entity Type: Domestic Limited Liability Company (LLC) Original Date of Filing: October 1, 2014 Entity Status: In existence Formation Date: N/A Tax ID: 32055305877 FEIN: Duration: Perpetual Name: Jun Crown Properties, LLC Address: 405 S JIM WRIGHT FWY STE 101 WHITE SETTLEMENT, TX 76108-2699 USA ASSOCIATED REGISTERED AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES INITIAL ADDRESS Last Update Name Title Address January 24, 2025 CORRIE WATSON VICE-PRESIDENT 405 S JIM WRIGHT FWY 101 FORT WORTH, TX 76108 USA January 24, 2025 WILLIAM CHURCHILL PRESIDENT 405 S JIM WRIGHT FWY 101 FORT WORTH, TX 76108 USA Order Return to Search Instructions: 0 To place an order for additional information about a filing press the 'Order' button.