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Item 4K - Memo CITY OF SOUTHLAKE Agenda Item No. 4K MEMORANDUM June 16, 2026 To: Mayor & City Council From: Alison Ortowski, City Manager Subject: Item K: Approve a purchase and sale agreement with the Carroll Independent School District for the purchase of real property located at 2400 N. Carroll Avenue Action Requested: Approve purchase and sale agreement to acquire 14.78 acres from Carroll Independent School District (the District) for the property known as the "Old Dragon Stadium" site. Background Information: In early 2025, the City of Southlake and the Carroll Independent School District began discussions regarding potential City park and recreation uses for the Old Dragon Stadium site. June 26, 2025: The City Council directed the City Manager to negotiate and execute a letter of intent and other related contract documents to acquire real property for future parks and recreation facilities in the City of Southlake and to coordinate with the Southlake Parks Development Corporation concerning funding of the land acquisition and development of the facilities. August 5, 2025: The first step in the funding process for this project was completed in August 2025 with the Southlake Parks Development Corporation's (SPDC) recommendation to approve the funding in the FY 2026 SPDC budget as a cash transfer for a capital budget project. September 2 and 16, 2025: City Council's adoption of the FY 2026 Annual Operating Budget in September 2025 finalized the operating budget funding for the project. November 10, 2025: The letter of intent and right of first refusal was executed in November 2025. January 20, 2026: The Southlake Parks Development Corporation held a public hearing and recommended approval of the proposed FY 2026 — 2030 Capital Improvement Program Priorities which included Project No. 2025-05c Land Acquisition — CISD Old Dragon Stadium Property whose purpose was noted to provided funding for Agenda Item 4K: PSA with CISD for property acquisition Meeting Date: June 16, 2026 the acquisition of approximately 14.78 acres at 2400 N. Carroll Avenue, commonly referred to as the CISD Old Dragon Stadium Property. February 17, 2026: The final step in the funding process occurred in February 2026 with the City Council's adoption of the FY 2026 — FY 2030 Capital Improvements program which designated $8,750,000 in total funding for the purchase of the property ($3,000,000 General Fund and $5,750,000 SPDC). March 3, 2026: City Council approved Case No. ZA26-0007, a Plat Revision to subdivide the existing 28.40 acre property into two lots, with the northern lot at 14.78 acres and containing the Old Dragon Stadium, practice fields, and tennis courts. The City Council also approved Resolution No. 26-006, ZA26-0006, Specific Use Permit and Concept Plan to relocate an existing telecommunications tower. Both of these were necessary steps to facilitate the finalization of the purchase and sale agreement offered for consideration with this item. Following the required funding authorization steps completed with the operating and capital budget adoption as well as the necessary plat revision and SUP / Concept Plan approval, the District was provided the proposed Purchase and Sale agreement on March 6, 2026, for their consideration and review. Since that time, the District has worked with their cell tower partner to amend the existing land lease agreement to provide for the relocation of tower facilities and also begun removal of the bleachers from the property. Some of the key terms and conditions of the proposed agreement include: • Purchase Price. $8,750,000, payable in cash at closing, representing the fair market value of the property. Because both parties are governmental entities with eminent domain authority, no earnest money is required. • Due Diligence. The City has an inspection period to conduct site inspections and title review and may terminate during that window if the property is unsuitable. • Closing. Closing occurs 30 days after the inspection period expires, at the title company. • Cellular Tower. The agreement notes that before closing, the Seller must amend the lease to require relocation of the tower and equipment onto CISD property (consistent with SUP case ZA26-0006). This amendment has already been executed by CISD. At closing, CISD will assign the lease as amended and the City will assume the lease and the right to enforce relocation. The Agenda Item 4K: PSA with CISD for property acquisition Meeting Date: June 16, 2026 amendment provides the cell tower owner up to 24 months from execution of the amendment to complete relocation of the tower facilities. The amendment was executed on April 30, 2026; therefore, the relocation must occur by April 30, 2028. If relocation does not occur by that time, the City will have the right to deem the tower facilities abandoned. • Bleachers. The agreement notes that the Seller may remove the bleachers at its own cost before closing. This work has already been initiated by CISD. Any bleachers left in place at closing become City property. • District Branding. CISD retains ownership of its marks, including the "Protect the Tradition" slogan. The City receives a license to use existing marks on the property during its ownership, with marks to be removed if the City later conveys the property to a third party. Financial Considerations: Cash funding for the full purchase price, $8,750,000, was approved as follows: • August 5, 2025: The Southlake Parks Development Corporation held a public hearing and recommended approval of the proposed FY 2026 SPDC Operating Budget which included a proposed cash allocation of $5,750,000 for the property purchase. • September 2, 2025: The City Council held a public hearing and approved on 1st reading the FY 2026 Operating Budget designating cash funding from the Southlake Parks Development Corporation in the amount of$5,750,000. • September 16, 2025: The City Council held a public hearing and approved on 2nd reading the FY 2026 Operating Budget which included cash allocations from the General Fund in the amount of $3,000,000 and from the Southlake Parks Development Corporation in the amount of$5,750,000. • January 20, 2026: The Southlake Parks Development Corporation held a public hearing and recommended approval of the proposed FY 2026 — 2030 Capital Improvement Program Priorities which included Project No. 2025-05c Land Acquisition — CISD Old Dragon Stadium Property whose purpose was noted to provided funding for the acquisition of approximately 14.78 acres at 2400 N. Carroll Avenue, commonly referred to as the CISD Old Dragon Stadium Property. • February 17, 2026: The City Council approved the FY 2026 — FY 2023 Capital Improvements Program, completing the final step to allocate the full $8,750,000 funding from the General Fund ($3,000,000) and SPDC ($5,750,000). Agenda Item 4K: PSA with CISD for property acquisition Meeting Date: June 16, 2026 Citizen Input/ Board Review: The Southlake Parks Development Corporation held two public hearings and considered and approved the operating budget as well as the capital improvements program (as described in the Financial Considerations portion of this memo). Public hearings were also held as part of the City's annual operating budget adoption process in September 2025. Legal Review: The City Attorney has reviewed and approved the purchase and sale agreement as proposed. Alternatives: The City Council could choose to deny or amend the agreement. Supporting Documents: Purchase and Sale Agreement Staff Recommendation: Approve purchase and sale agreement as proposed. STATE OF TEXAS § COUNTY OF TARRANT § PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT ("Agreement") is made and entered into as of the Effective Date (hereinafter defined) by and between the City of Southlake, a Texas home- rule municipality (the "Purchaser") and Carroll Independent School District, a Texas political subdivision (the "Seller") (hereinafter the Seller and Purchaser are from time to time referred to individually as a"Party" and collectively as the "Parties"). For and in consideration of the mutual terms, provisions, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and legal sufficiency of which is hereby acknowledged, the Seller and Purchaser agree as follows: 1. PURCHASE AND SALE. Upon and subject to the terms of this Agreement, the Seller agrees to sell, transfer, and convey in fee simple to Purchaser, and Purchaser hereby agrees to purchase from Seller all of Seller's right, title, and interest in and to the following (collectively, the "Property"): A. the land, which consists of the northerly 14.78 acres of 2400 N. Carroll Avenue, which is located on the west side of N.Carroll Avenue,north of E.Dove Road,in Southlake,Tarrant County,Texas;and more particularly described as being part of Lot 1,Old Dragon Stadium Addition,formerly a part of Lot 1,Block 1, Carroll ISD Addition No. 3, Southlake,Tarrant County, Texas, as more fully described and depicted in Exhibit "A", which is attached hereto and incorporated herein for all purposes, together with all and singular the rights and appurtenances pertaining thereto including any right,title, and interest of Seller in and to adjacent roads, alleys or rights of way, strips or gores of land adjoining the land and abutting properties and rights of ingress or egress to the land, but excluding and reserving unto Seller, and only to the extent Seller has any rights in any oil, gas,hydrocarbons, other minerals, and geothermal resources, including without limitation brine (including all dissolved constituent elements, whether separately or mixed or combined with any other substance, and whether in solution, dissolved or in suspension), together with all other products or materials produced therefrom or in association therewith, only when extracted under the Property from other properties at depths of and below five hundred feet (500'), or that may be produced from under the land by access from other properties at depths of and below five hundred feet (500'), together with all rights, royalties, bonuses, and revenues related thereto (collectively, the "Reserved Mineral and Geothermal Rights"); provided, however, that Seller, on behalf of itself and its heirs, successors and assigns, hereby unconditionally and permanently waives and releases in perpetuity all rights of ingress, egress, and surface use of the land in connection with the exploration, development, production, study, testing, exploitation of, mining, processing, transporting or marketing of the Reserved Mineral and Geothermal Rights, and any future lease of the Reserved Mineral and Geothermal Rights executed by Seller or its heirs, successors or assigns shall expressly exclude all rights of ingress and egress to, and prohibit the lessee Page 1 of 28 from conducting any exploration, development,production, study,testing, exploitation of, mining, processing, transporting, marketing, or operations on, or constructing any improvements upon, the surface of the land; provided further, that nothing herein shall prevent Seller or its heirs, successors or assigns from exploring for, developing, or producing the Reserved Mineral and Geothermal Rights by pooling or by directional drilling under the land from well sites located on other lands,but only to the extent (1)the surface of the land is not disturbed, and(2)the exploration, development, or production of Reserved Mineral and Geothermal Rights by pooling or directional drilling enters or bottoms under the Land at depths of and below five hundred feet (500') (the foregoing reservation and waiver, collectively, the "Mineral Reservation and Surface Waiver") (the land, subject to the foregoing, collectively, the "Real Property"); and B. all buildings, stadiums, structures,permanent fixtures, and other improvements situated on the Real Property (collectively, the "Improvements"); and C. all equipment, non-permanent fixtures, machinery, building materials, and other personal property situated on or attached to the Real Property and Improvements and owned by Seller and used in connection with the operation, management, and maintenance of the Real Property and the Improvements, including without limitation, all keys, licenses, permits,books, records, plans, and specifications, architectural and engineering drawings, trademarks, contract rights, licenses, permits, consents, and other intangible property pertaining to the Real Property and Improvements (collectively, the "Personal Property"); and D. all (i) contracts, leases, subleases, mineral leases, licenses, and any other agreements (collectively, the "Operating Agreements"), relating to the upkeep, repair, maintenance, leasehold,tenancy,or operation of the Real Property,Improvements,and Personal Property which will extend beyond the Closing Date (as defined below), including specifically, without limitation, all assignable equipment leases, if any, and(ii) all lease deposits in the Seller's possession, assignable existing warrantees, and other written guarantees, if any, issued to Seller in connection with the Improvements or the Personal Property(collectively, the "Intangibles"). E. The Intangibles specifically do not include the cellular tower and related equipment currently under lease with the Seller pursuant to that Land Lease Agreement dated October 31,2016,as amended(the"Land Lease Agreement"). The Parties hereby acknowledge that the Land Lease Agreement has been amended at Seller's sole cost and expense, to provide that (1) the cellular tower and all related equipment and utility connections shall be relocated to Carroll Independent School District("CISD")property in accordance with the specific use permit approved by City of Southlake Zoning Case: ZA26-0006, such that following such relocation the cellular tower and related equipment and utility connections shall no longer encumber the Real Property in any manner; and (2) all memorandums of lease, easements, and other recorded instruments related thereto shall be released of record in the Official Public Deed Records of Tarrant County, Texas. The Parties further acknowledge and agree that the physical relocation of the cellular tower and related Page 2 of 28 equipment is anticipated to take approximately two (2) years following the execution of the amendment to the Land Lease Agreement. On or before closing, Seller shall use commercially reasonable efforts to provide Purchaser with an estoppel certificate certified to the Purchaser showing that the Seller and lessee are currently in good standing under the Land Lease Agreement, there are no uncured claims or defaults under the Land Lease Agreement, and there is no dispute or litigation between the Seller and lessee with respect to the Land Lease Agreement. At Closing Seller shall assign in accordance with the terms of the Land Lease Agreement, as amended, and subject to any subordination, non- disturbance, attornment or recognition document required by the lessee thereunder, and Purchaser shall assume, all of Seller's right, title, and interest, including rental payments, in and to the Land Lease Agreement(as so amended), so that Purchaser shall have the full right and authority to enforce the relocation of the cellular tower and related equipment and the other obligations of the counterparty thereunder. Following completion of such relocation and the release of record of all related instruments in accordance with the amendment to the Land Lease Agreement, the Land Lease Agreement shall terminate in accordance with its terms. F. Notwithstanding anything to the contrary in this Agreement, at any time prior to Closing, Seller shall have the right,at Seller's sole cost and expense,to enter upon the Real Property and remove all or any portion of the bleachers located on the Real Property (the "Bleachers"). The Bleachers shall not constitute part of the Improvements, the Personal Property, or the Property conveyed to Purchaser under this Agreement, and no portion of the Purchase Price shall be allocated to the Bleachers. Seller shall complete any such removal on or before the Closing Date and shall, at Seller's sole cost and expense, repair any material damage to the Real Property caused by such removal. Any portion of the Bleachers not so removed by Seller as of Closing shall, upon Closing, automatically become the sole property of Purchaser, free and clear of any claim by Seller. G. Seller Marks. Seller represents that it has full ownership of, or otherwise has the authority to license and use, the CISD logo and CISD slogan "Protect the Tradition" and the style, font, and colors related thereto. The CISD corporate names or trade names, trademarks, service marks,logos, slogans,or other proprietary symbols, styles,fonts,and colors owned and used by Seller(collectively,the"Seller Marks")on the Real Property and any Personal Property shall be and remain, the sole and exclusive property of the Seller. However, the Special Warranty Deed shall include a provision whereby Seller grants to Purchaser, but not its successor or assigns, a license to use the Seller Marks on the Real Property or the Personal Property without any additional compensation to Seller for Purchaser's municipal purposes during Purchaser's ownership of the Real Property only, but not the right to use the Seller Marks in any manner unrelated to Purchaser's municipal purposes, to the Real Property, or the Personal Property, as reasonably determined by Seller. Purchaser shall have the right to use the Seller Marks without any additional compensation to Seller in any way and to reproduce the same for any municipal purposes related to the Real Property and the Personal Property, and in accordance with CISD's current guidelines for use and after notice to Seller). Purchaser and Seller hereby acknowledge and agree that license provided for in this paragraph is not a covenant running with the Real Property and is personal to Page 3 of 28 the City of Southlake during its ownership of the Real Property only. Any and all Seller Marks located on the Real Property or the Personal Property located thereon shall be removed therefrom in the event Purchaser conveys the Real Property to a third party,unless otherwise agree to in writing by Seller. 2. EFFECTIVE DATE. The "Effective Date" means the date that this Agreement has been fully executed by the Seller and Purchaser, as indicated by their respective signatures below and delivered to and acknowledged by the Title Company. The "Title Company" shall be First American Title, 601 E. Southlake Blvd., Southlake, Texas 76092, Attention: Angela Waldrop, Escrow Officer. 3. PURCHASE PRICE. The consideration for the sale and conveyance of the Property is EIGHT MILLION SEVEN HUNDRED AND FIFTY THOUSAND DOLLARS AND NO/100 CENTS ($8,750,000) (the "Purchase Price"), which Purchase Price is subject to the closing costs, credits, prorations, and escrow provisions hereinafter set forth, and is payable by Purchaser(or a governmental nonprofit corporation created by Purchaser pursuant to Texas Local Gov't Code Ch. 501, Ch. 505, and Sec. 505.152) in cash, cashier's check, or wire transfer of immediately available funds in such amount in accordance with the written instructions delivered by Seller to Purchaser at or prior to Closing(as defined below). The Purchase Price represents the fair market value of the Property and the full cash payment for the Property. The funds must be delivered to the Title Company (as defined below) at Closing for immediate disbursement by the Title Company to the Seller at Closing. 4. EARNEST MONEY. The Parties are governmental entities with the power of eminent domain and there is no earnest money required in this transaction. 5. INDEPENDENT CONTRACT CONSIDERATION. Purchaser will pay to Seller one- thousand dollars ($1,000) ("Independent Contract Consideration"), which amount the Parties bargained for and agreed to as consideration for Purchaser's exclusive right to inspect and purchase the Property pursuant to this Agreement and for Seller's execution, delivery and performance of this Agreement. The Independent Contract Consideration is independent of any other consideration or payment provided in this Agreement and it is fully earned and shall be retained by Seller if this Agreement is terminated by Purchaser before Closing, except as otherwise provided in this Agreement. The Independent Contract Consideration shall be applied as a credit to the Purchase Price at Closing. 6. TITLE AND SURVEY. A. Survey. As of the Effective Date of this Agreement, Seller has delivered to Purchaser and the Title Company a true and correct copy of the most recent existing survey of the Property (the"Survey") for approval by the Title Company. If the existing Survey is not acceptable to the Title Company or Purchaser, then Purchaser, at Purchaser's expense will obtain a new or updated Survey(the"Updated Survey") acceptable to the Title Company and shall deliver the Updated Survey to Seller and the Title Company. Page 4 of 28 The legal description and depiction of the Property set forth in the Survey,if different from the description and depiction contained in Exhibit "A", shall be automatically substituted for the description and depiction of the Property contained in Exhibit "A", and this Agreement shall be deemed amended by the automatic substitution of the legal description of the Property contained in the Survey for the description and depiction of the Property contained in Exhibit "A". Such amended legal description and depiction will be used in the special warranty deed for the sale of the Property from Seller to Purchaser,the form of which is attached to this Agreement as Exhibit"B", and in any other documents requiring a legal description of the Property. B. Title Commitment and Title Documents. Within ten (10) business days after the Effective Date, Seller will deliver or cause to be delivered to Purchaser a commitment for title insurance issued by the Title Company (the "Title Commitment") including legible copies of recorded documents evidencing title exceptions. Seller authorizes the Title Company to deliver the Title Commitment and related documents to Purchaser at Purchaser's address. C. Purchaser's Objections to the Title Commitment and Survey: 1. Purchaser shall have fifteen(15)business days after the date of receipt of the last of the Title Commitment, copies of all instruments shown as exceptions in the Title Commitment, and the Survey (the "Title Review Period") in which to notify Seller in writing of any objections ("Title Objections") Purchaser has to any matters shown or referred to in the Title Commitment or the Survey. If the Purchaser does not serve its Title Objections within the Title Review Period, then all matters contained in the Title Commitment and Survey will be deemed to be permitted exceptions to the status of Seller's title and any objections by Purchaser will be deemed waived. For purposes of this Agreement the term"Permitted Exceptions"means all matters set forth in the Title Commitment and Survey to which Purchaser does not object, and any objections made by Purchaser that Seller does not elect or is unable to cure. 2. Seller shall cure Purchaser's timely Title Objections within ten (10) days ("Cure Period")after Seller receives the Title Objections,which may include,but is not limited to any surface waivers requested by the Purchaser. The Closing Date may be extended as necessary to provide such time to cure the Title Objections. If the Seller is unable or unwilling to cure the Title Objections within the Cure Period, Purchaser may terminate this Agreement by providing written notice to Seller within five (5)business days after the expiration of the Cure Period. If Purchaser terminates the Agreement under this Section, the Independent Contract Consideration, will be refunded to the Purchaser and thereafter all Parties hereto shall be released and relieved of further obligations, liabilities, or claims hereunder except for any obligations that expressly survive termination. If the Purchaser does not properly and timely terminate this Agreement, then Purchaser will be deemed to have waived any uncured Title Objections and agrees to accept title at Closing subject to the uncured objections and other Permitted Exceptions. Seller's failure to cure Purchaser's Title Objections under Page 5 of 28 this section does not constitute a default by Seller. D. Title Policy: Purchaser, at Purchaser's expense, will obtain an Owner's Policy of Title Insurance (the"Title Policy")issued by Title Company in the amount of the Purchase Price,dated the date of Closing, insuring good and indefeasible title to the Property to be in Purchaser in fee simple subject to no exceptions other than the Permitted Exceptions. The Title Policy must be on the standard form in use in the State of Texas; provided, however, that (i) at Purchaser's option and expense, the standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements will be amended to read "shortages in areas"; (ii) the exception relating to restrictive covenants will be deleted except for those included within the Permitted Exceptions; (iii) the exception relating to standby fees and taxes will except only standby fees and taxes for the year of Closing and subsequent years and assessments for prior years due to changes in land usage or ownership; and (iv) there will be no exception for "rights of parties in possession" or "visible and apparent easements." The Title Policy may be delivered after the Closing if at or prior to the Closing the Title Company issues a currently effective, duly-executed "marked-up" Title Commitment and irrevocably commits in writing to issue the Title Policy in the form of the "marked-up" Title Commitment promptly after the Closing Date. 7. DUE DILIGENCE AND INSPECTION. a. Inspection Period. Seller agrees that Purchaser shall have thirty (30) days after the Effective Date of this Agreement (the "Inspection Period") in which to review and inspect the condition of the Property, conduct an examination of the Property (including without limitation, physical inspection, sampling, testing, appraisal, environmental and engineering inspections of the Property) and to review such other matters,and perform other acts of due diligence as Purchaser deems necessary in order to determine the suitability of the Property for the Purchaser's needs. b. If the Property is not suitable to Purchaser, then Purchaser may exercise its right to terminate this Agreement prior to the expiration of the Inspection Period by providing written notice to Seller. If Purchaser does not provide written notice to Seller terminating this Agreement on or before the expiration of the Inspection Period then Purchaser shall have no further right to terminate this Agreement except as set forth in Section 8, and shall be deemed to have accepted the Property in its current AS IS WHERE IS CONDITION and waived any and all objections to the condition of the Property. C. Inspections, Studies, Testing, or other Assessments: (1) During the Inspection Period, Purchaser at Purchaser's expense, may Page 6 of 28 complete or cause to be completed any and all inspections, studies, testing, or other assessments of the Property (including all improvements and fixtures) desired by Purchaser. (2) Seller, at Seller's expense will turn on all utilities necessary for Purchaser to make inspections, studies, or assessments. (3) Purchaser must: (a) employ only trained and qualified inspectors and assessors; (b) notify the Seller, in advance of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (c) restore the Property to its condition prior to Purchaser's inspection if altered due to inspections, studies,tests, or other assessments that Purchaser completes or causes to be completed, and repair any damages to the Property caused by any such inspections, studies, tests, or other assessments, or Purchaser shall reimburse Seller for all reasonable expenses incurred by Seller in repairing such damages if Purchaser does not promptly repair such damages after written notice of such damages has been delivered by Seller to Purchaser. Purchaser's obligation to restore the Property will survive termination of this Agreement. (4) Without waiving any governmental immunity of Purchaser, Purchaser is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Purchaser's inspections, studies, tests, or other assessments of the Property, including any property damage or personal injury. Based on Purchaser's review and approval of the Title Commitment, the Survey, Purchaser's inspections, studies, and assessments of the Property, and such other inspections, reports, and studies as Purchaser has deemed necessary or appropriate, Purchaser acknowledges that it has had a full and fair opportunity to investigate the Property and agrees to acquire the Property in its AS IS WHERE IS CONDITION,WITH ALL FAULTS. 8. SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Seller represents and warrants all of the following as of the date of this Agreement and as of the Closing Date that: (a) Seller has good and indefeasible fee simple title to the Property, and Seller shall at the Closing hereunder convey to Purchaser by special warranty deed, good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. (b) Seller has, without notice to or consent or joinder of any other person or entity, the full right, power and authority to enter into and perform this Page 7 of 28 Agreement, including full right,power and authority to sell and convey the Property to Purchaser. This Agreement constitutes the legal, valid and binding obligation of Seller enforceable in accordance with its terms. (c) There are no adverse or unknown parties in possession of the Property. (d) Seller has not received or given any written notice of any pending condemnation or similar proceeding affecting the Property. (e) Except for debts, liabilities, and obligations for which provisions are made in this Agreement for proration or other adjustments at the Closing, as of the Closing, all debts, liabilities, and obligations of Seller arising from the ownership and operation of the Property will have been paid. (f) During the pendency of this Agreement, Seller will not enter into any contract or instrument that will affect title to the Property or create an obligation affecting Purchaser or the Property subsequent to the Closing; (The warranties,representations and covenants contained in this Agreement shall survive the Closing and shall inure to the benefit of and be binding upon the heirs, legal representatives, successors and assigns of the parties hereto). (g) Each of said warranties and representations is true and correct as of the date hereof and shall be true and correct as of the date of Closing. Seller's representations and warranties set forth in this Section will survive the Closing for a period of one (1)year. As a condition precedent to Purchaser's obligation to close the purchase and sale transaction contemplated in this Agreement, Seller's representations and warranties contained herein must be and remain true and correct as of the date hereof and as of the Closing Date. If Seller's representations and warranties contained herein are not true as of the Closing Date, Purchaser may elect to terminate this Agreement. Prior to the Closing Date, Seller shall notify Purchaser in writing of any fact, conditions or circumstances which render any of the representations and warranties set forth in this Section in any material way inaccurate, incomplete, incorrect or misleading. 9. PURCHASER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Purchaser hereby represents and warrants all of the following as of the date hereof and as of the Closing Date that: (a) Purchaser is a home-rule municipal corporation,duly organized and in good standing under the laws of the State of Texas and has the power to enter into this Agreement and to execute and deliver this Agreement and to perform all duties and obligations imposed upon it hereunder and Purchaser has obtained all necessary corporate authorizations required in connection with the execution and delivery and performance of this Agreement and the transactions contemplated herein and has obtained the consent of all entities and parties (whether private or governmental)necessary to bind the parties to this Agreement. This Agreement will, when executed and delivered by Purchaser, constitute the valid and binding obligation of Purchaser enforceable in accordance with its terms. Page 8 of 28 (b) Purchaser agrees that it is purchasing and accepting the Property in its "AS IS, WHERE IS CONDITION and subject to ALL FAULTS", whether latent or patent, known or unknown, foreseen or unforeseen, and now or hereafter existing, and except for Seller's representations and warranties expressly set forth in this Agreement, Purchaser has based its purchase decision upon Purchaser's inspection of the Property. Purchaser shall acquire the Property subject to any and all laws, ordinances, requirements, limitations,restrictions,regulations and codes which are or may be imposed on the Property by any governmental or quasi-governmental authority having any jurisdiction thereof. Purchaser's representations and warranties set forth in this section will survive the Closing or termination of this Agreement for a period of one (1) year. As a condition precedent to Seller's obligation to close the purchase and sale transaction contemplated in this Agreement, Purchaser's representations and warranties contained herein must be and remain true and correct as of the date hereof and as of the Closing Date. Prior to the Closing Date, Purchaser shall notify Seller in writing of any facts, conditions or circumstances which render any of the representations and warranties set forth in this section in any material way inaccurate, incomplete, incorrect, or misleading. 10. CLOSING. A. The closing of the sale will take place at the office of the Title Company thirty (30) days after the expiration of the Inspection Period,or such earlier date as may be mutually agreed upon by the Parties (the "Closing Date"). B. Seller's Closing Obligations and Documents. At the Closing, Seller shall at Seller's sole cost and expense, deliver, or cause to be delivered, in escrow to the Title Company the following: (1) A duly executed special warranty deed in a recordable form substantially similar to Exhibit `B" conveying to Purchaser good and indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. (2) A duly executed bill of sale conveying to Purchaser the Personal Property described in this Agreement free and clear of liens, security deposits, and encumbrances, and subject only to the Permitted Exceptions to the extent applicable, if any. (3) A duly executed assignment of the Operating Agreements affecting the Property. (4) Evidence of Seller's authority and capacity to close this transaction. (5) Any assignments to Purchaser of Seller's entire interest in any certificates, permits and other documents to be delivered to Purchaser at Closing that are then in effect, assignable by Seller and being assumed by Purchaser. Page 9 of 28 (6) A closing certificate issued by Seller to Purchaser reflecting that Seller is not, as of the Closing Date, a party to any litigation in which any adverse parry seeks an interest in the Property. (7) Any and all other documents reasonably required by the Title Company to close this transaction. (8) At the Closing,the Seller shall cause the Title Company to deliver to Purchaser the Title Policy. Purchaser is responsible for the cost of the Title Policy. (9) Seller shall deliver possession of the Property to Purchaser upon closing and funding of this sale. C. Purchaser's Closing Obligations and Documents. At the Closing, Purchaser shall, at Purchaser's sole cost and expense, deliver, or cause to be delivered in escrow to the Title Company the following: (1) The Purchase Price, less the Independent Contract Consideration that is applied to the Purchase Price, plus or minus applicable prorations, in immediate, same-day funds wired for credit into the Title Company's escrow account. (2) Evidence of Purchaser's authority and capacity to close this transaction. (3) Any other documents that Seller or the Title Company reasonably require in the consummation of this transaction. D. Closing Statements. On the Closing Date, Seller and Purchaser will deposit with the Title Company executed closing statements consistent with this Agreement in the form required by the Title Company. E. Taxes. The Parties agree that neither rollback taxes nor proration of taxes are applicable to this transaction. The Parties agree and acknowledge that the Parties are exempted from the payment of Texas state and local sales, excise, and use taxes pursuant to Texas Tax Code Ch. 151,and shall therefore not be liable or responsible for the payment of such taxes under this Agreement from and after the Closing Date. F. Upon satisfaction or completion of the conditions and deliveries under this Agreement,and in accordance with written instructions to the Title Company by the Parties (not inconsistent with this Agreement)the Title Company shall immediately record and deliver the documents in this section to the appropriate parties and make disbursements according to the closing statement executed by Seller and Purchaser. 11. CLOSING COSTS AND CREDITS, AND PRORATIONS. Seller, at Closing, shall pay, or cause to be paid, one-half(1/2) of any escrow fees charged by the Title Company, if any, and all Page 10 of 28 of Seller's attorneys' fees incurred in connection with the preparation and negotiation of this Agreement. Purchaser, at Closing, shall pay, or cause to be paid, the cost of the Title Policy, together with any premium charged by the Title Company for the amendment of the standard printed exceptions relating to boundaries to read "any shortages in area," one-half(1/2) of the escrow fees charged by the Title Company, the cost of recording the special warranty deed from Seller to Purchaser, documentary stamps and fees. The Parties agree that all other costs (other than costs specifically provided for in this Agreement to be paid for by either Purchaser or Seller, as applicable) that are related to the transaction, negotiation, sale, transfer and conveyance contemplated by this Agreement shall be paid, or caused to be paid,by the Party incurring the same. All rents, lease commissions, interest, insurance premiums for insurance policies assumed by Purchaser, maintenance expenses, operating expenses, for all Operating Agreements, for the year of Closing will be prorated at the Closing effective as of the Closing Date. Any security deposits held by Seller shall be delivered to Purchaser. 12. DEFAULT. A. PURCHASER'S REMEDIES. If Seller fails to close this Agreement for any reason except Purchaser's default or the termination of this Agreement pursuant to a right to terminate set forth in this Agreement, Seller will be in default and Purchaser may elect to enforce specific performance of this Agreement or terminate this Agreement by delivering a written notice to Seller, this Agreement shall terminate and be of no further force and effect whatsoever as to the Parties, and the Parties shall have no further obligations to one another with respect to the Property, and the transaction contemplated by this Agreement, other than those obligations that expressly survive termination. If Purchaser elects to terminate this Agreement due to Seller's default,Purchaser shall be deemed to have waived any other remedies available to Purchaser in law or in equity. The foregoing remedy constitutes Purchaser's sole remedy for Seller's default. B. SELLER'S REMEDIES. If Purchaser fails to close this Agreement for reasons except Seller's default or the termination of this Agreement pursuant to a right to terminate set forth herein, then Purchaser will be in default and Seller, as its sole and exclusive remedy, may terminate this Agreement by delivering written notice to Purchaser, in which event the Independent Contract Consideration shall be retained by Seller as liquidated damages, and this Agreement shall terminate and be of no further force and effect whatsoever as to the Parties, and the Parties shall have no further obligations to one another with respect to the Property, and the transaction contemplated by this Agreement other than those obligations that expressly survive termination. 13. DELETED. Page 11 of 28 14. NO INDEMNIFICATION. NO INDEMNIFICATION BY EITHER PARTY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE PARTIES DO NOT HAVE THE ABILITY UNDER ARTICLE XI, SECTIONS 5 AND 7 OF THE TEXAS CONSTITUTION TO INDEMNIFY PURCHASER, SELLER, OR ANY OTHER THIRD PARTY FOR DAMAGES ARISING UNDER THIS TRANSACTION,NEGOTIATION, AND AGREEMENT. 15. DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8 HEREOF,IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (EXCEPT FOR THE WARRANTY OF TITLE CONTAINED IN THE SPECIAL WARRANTY DEED DELIVERED AT CLOSING), INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY WITH RESPECT TO (A) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE WATER, SOIL AND ECOLOGY, THE SUITABILITY THEREOF AND OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH PURCHASER MAY ELECT TO CONDUCT, OR THE SUITABILITY OF THE PROPERTY FOR PURCHASER'S INTENDED USE THEREOF; THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR CONDITIONS (INCLUDING BUT NOT LIMITED TO THE PRESENCE OF ASBESTOS OR OTHER HAZARDOUS MATERIALS) OR COMPLIANCE WITH APPLICABLE ENVIRONMENTAL LAWS, RULES OR REGULATIONS; (B) THE NATURE AND EXTENT OF ANY RIGHT-OF-WAY, LEASE, POSSESSION, LIEN, ENCUMBRANCE, LICENSE, RESERVATION, CONDITION OR OTHERWISE; (C) THE COMPLIANCE OF THE PROPERTY OR ITS OPERATION WITH ANY LAWS, ORDINANCES OR REGULATIONS OF ANY GOVERNMENTAL ENTITY OR BODY, INCLUDING ZONING; AND (D) THE AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY.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 AND ANY DOCUMENTS TO BE EXECUTED AT CLOSING. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING, THE EXECUTION AND DELIVERY OF ALL DOCUMENTS UNDER THIS AGREEMENT, THE PAYMENT OF THE PURCHASE PRICE, OR ANY TERMINATION OF THIS AGREEMENT. 16. RELEASE AND WAIVER OF CLAIMS. EXCEPT AS IT MAY CONSTITUTE A BREACH OF A REPRESENTATION OR WARRANTY UNDER SECTION 8 HEREOF, PURCHASER AGREES THAT SELLER SHALL NOT BE RESPONSIBLE OR LIABLE TO PURCHASER FOR ANY CONSTRUCTION DEFECT, ERRORS, OMISSIONS, OR ON ACCOUNT OF ANY OTHER Page 12 of 28 CONDITIONS AFFECTING THE PROPERTY, WHETHER LATENT OR PATENT, KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, AND NOW OR HEREAFTER EXISTING, AS PURCHASER IS PURCHASING THE PROPERTY AS-IS,WHERE-IS,AND WITH ALL FAULTS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING, THE EXECUTION AND DELIVERY OF ALL DOCUMENTS UNDER THIS AGREEMENT, THE PAYMENT OF THE PURCHASE PRICE,OR ANY TERMINATION OF THIS AGREEMENT. 17. MISCELLANEOUS PROVISIONS. A. NOTICES. Any notices, consents or other communications required or permitted to be given pursuant to this Agreement must be in writing and shall be sent to the address set forth below(or such other address as the party might hereafter designate for itself by notice to the other parties as required hereby). Any such notice or communication shall be sufficient if sent by registered or certified mail,return receipt requested,postage pre-paid; by hand delivery; by overnight courier service; or by electronic mail, provided that a copy of such notice is also sent by overnight courier service. Any such notice or communication shall be effective on (a) the date of receipt if delivered personally; (b) three (3) days after deposit in an official depository under the regular care and custody of the United States Postal Service, if transmitted by registered or certified mail, return receipt requested; (c) the first business day after the date of deposit, if transmitted by overnight courier service; or (d) the date of transmission, if transmitted by electronic mail (provided that a copy is also deposited with an overnight courier service on or before the next business day), whichever shall first occur. If to Purchaser: City of Southlake 1400 Main Street, Ste. 460 Southlake, Texas 76092 Attention: City Manager If to Seller: Carroll Independent School District 2400 N. Carroll Ave., Southlake, Texas 76092 Attention: Superintendent/Chase B. Park Email: CHASE.PARK@southlakecarroll.edu With a copy to: Jackson Walker LLP 777 Main Street, Suite 2100 Fort Worth, Texas 76102 Attention: Joel Heydenburk/Claire Porterfield Email:jeydenburk@jw.com cporterfield@jw.com If to Title Company: First American Title, 601 E. Southlake Blvd., Southlake, Texas 76092, Page 13 of 28 Attention: Angela Waldrop, Escrow Officer B. APPLICABLE LAW. This Agreement shall be construed under and governed in accordance with the laws of the State of Texas, without regard for conflict of laws principles. This Agreement is performable and venue for any action hereunder shall exclusively be in the state district court physically located in Tarrant County, Texas. C. ATTORNEYS' FEES. In any legal proceeding brought under or with relation to this Agreement or transaction, the prevailing parry in such proceeding shall be entitled to recover court costs, reasonable attorneys' fees, and all other litigation expenses from the other. D. INTEGRATION. This Agreement contains the complete agreement between the Parties with respect to the Property and cannot be varied except by written agreement. The Parties agree that there are no oral agreements, understandings, representations or warranties signed by the Parties which are not expressly set forth herein. E. SURVIVAL. Any warranty, representation, covenant or condition contained in this Agreement not otherwise consummated at the Closing will survive the Closing of this transaction for one (1)year. F. BINDING EFFECT. This Agreement shall inure to the benefit of and bind the Parties hereto and their respective heirs, legal representatives, successors and assigns; provided, however, that neither Parry may assign this Agreement, in whole or in part, without the prior, written consent of the other, except that Purchaser shall be entitled to assign its interest in this Agreement to an entity that controls, is controlled by, or under common control, with Purchaser, to a wholly owned subsidiary of Purchaser or Purchaser's parent, or to an entity in which Purchaser or any of its principals or affiliates are owners without the prior written consent of Seller. For this purpose, "control" or any derivative thereof means the power to direct the policies and management of the entity in question. Purchaser may assign its rights or obligations under this Agreement, to a governmental non-profit organization created by the Purchaser pursuant to Texas Local Gov't Code Chapters 501 through 505. As a condition to any such assignment, the assignee shall assume in writing all of Purchaser's obligations under this Agreement, and Purchaser shall deliver to Seller a fully executed assignment and assumption agreement evidencing such assumption. Notwithstanding any such assignment, Purchaser shall remain liable for the performance of all of Purchaser's obligations under this Agreement. G. TIME FOR PERFORMANCE. Time is of the essence in this Agreement and each provision hereof. The Parties require strict compliance with the times for performance. If the last day to perform under a provision of this Agreement falls on a Saturday, Sunday or legal holiday, the final date of such period will be extended to the next day that is not a Saturday, Sunday, or legal holiday. H. RIGHT OF ENTRY. Purchaser shall have the right to enter upon the Property prior to Page 14 of 28 Closing for the purposes of conducting studies, inspections, testing, and other assessments of the Property during normal business hours. J. SEVERABILITY. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision is severed and deleted from this Agreement. K. COUNTERPARTS. This Agreement may be executed in a number of identical counterparts. Each such counterpart is deemed an original for all purpose and all such counterparts shall, collectively, constitute one agreement, but, in making proof of this Agreement, it shall not be necessary to produce or account for more than one counterpart. L. AMENDMENTS AND CHANGES IN THE LAW. No modification, amendment, novation, renewal or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the Parties. Any alteration, addition, or deletion to the terms of this Agreement which are required by changes in local, state, or federal law are automatically incorporated herein without written amendment to this Agreement and shall be effective on the date designated by said law. M. SOVEREIGN/GOVERNMENTAL IMMUNITY. THIS AGREEMENT IS EXPRESSLY MADE SUBJECT TO EACH PARTY'S SOVEREIGN OR GOVERNMENTAL IMMUNITY AND THE PARTIES AGREE THAT EACH PARTY IS ACTING PURSUANT TO ITS GOVERNMENTAL FUNCTIONS AND NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSTITUTING A WAIVER OF A PARTY'S SOVEREIGN OR GOVERNMENTAL IMMUNITY FROM SUIT OR LIABILITY, WHICH IS EXPRESSLY RESERVED TO THE EXTENT ALLOWED BY LAW. FURTHER,WITHOUT WAIVING ANY IMMUNITIES,THE PARTIES AGREE THAT THIS AGREEMENT IS MADE SUBJECT TO ALL APPLICABLE PROVISIONS OF THE TEXAS CIVIL PRACTICE AND REMEDIES CODE("CPRC"), INCLUDING BUT NOT LIMITED TO ALL DEFENSES, LIMITATIONS, AND EXCEPTIONS TO THE LIMITED WAIVER OF IMMUNITY FROM LIABILITY PROVIDED IN CPRC CH. 101 AND CH. 75. N. GENDER; NUMBER. Unless the context requires otherwise, all pronouns used in this Agreement shall be held and construed to include the other genders, whether used in the masculine, feminine or neuter gender, and words in the singular number shall be held and construed to include the plural, and words in the plural shall be held and construed to include the singular. O. PATRIOT ACT REPRESENTATION. Seller and Purchaser each represent to the other that: (1) its property interests are not blocked by Executive Order No. 13224, 66 Fed. Reg. 49079; (2) it is not a person listed on the Specially Designated Nationals and Blocked Page 15 of 28 Persons list of the Office of Foreign Assets Control of the United States Department of the Treasury; and(3) it is not acting for or on behalf of any person on that list. Q. CONSULTATION WITH ATTORNEY. This Agreement is a legally binding agreement. The parties to this Agreement acknowledge that they have been advised to have this Agreement reviewed by their respective legal counsel before signing this Agreement. Signatures continued on following page Page 16 of 28 IN WITNESS WHEREOF, the Parties hereto have accepted the terms of this Agreement and caused this Agreement, including the exhibits attached hereto and incorporated herein by reference for all purposes, to be executed as of the dates set forth below. SELLER: CARROLL INDEPENDENT SCHOOL DISTRICT By: Name: Title: Date of Execution: , 2026 ATTEST: Name: Title: Date of Execution: , 2026 PURCHASER: CITY OF SOUTHLAKE, TEXAS BY: Name: Title: Date of Execution: , 2026 ATTEST: By: Name: Title: Date of Execution: 12026 Page 17 of 28 ACKNOWLEDGMENT OF RECEIPT OF AGREEMENT BY TITLE COMPANY First American Title, 601 E. Southlake Blvd., Southlake, Texas 76092 (the "Title Company") hereby acknowledges the receipt of one (1) fully executed counterpart of this Agreement on the day of , 2026. The Title Company hereby agrees that,upon receipt thereof, it will hold the Independent Contract Consideration deposit as contemplated by this Agreement and dispose of it in strict accordance with the terms and provisions of this Agreement. By: Name: Title: Page 18 of 28 EXHIBIT "A" LEGAL DESCRIPTION/DEPICTION OF THE PROPERTY Being Lot 1, Old Dragon Stadium Addition, formerly a part of Lot 1, Block 1, Carroll ISD Addition No. 3, Southlake, Tarrant County, Texas. SRI I . ■ i 44 .J * w •� �1i. e�p !re! [�e 1���!lIF� r•� ) • �! r. f r�.'. •, - 'fir Jill _ o — II p1° X°°°' Sk Jes.r L L '/ 11 — �� Y XV1I it R9 II f- 0 m, �:vmmarwv �V wL uP-ra+�'�IWrcr �'y �Lo Iqa raN iz nay I Page 19 of 28 [TO BE REPLACED BY REVISED PLAT] ---------- - -- - -------- ----------- -------- L jF--- 01 L M-A MEUM-MR-MLY Page 20 of 28 Exhibit `B" FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS § COUNTY OF TARRANT § Carroll Independent School District, a Texas political subdivision, located at 2400 N. Carroll Ave., Southlake, Texas ("Grantor"), for and in consideration of the sum of$10.00 and other good and valuable consideration to Grantor paid by City of Southlake, a Texas home-rule municipality, located at 1400 Main Street, Ste. 460, Southlake, Texas ("Grantee"),the receipt and sufficiency of which are hereby acknowledged, and subject to the reservations and easements described below, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee all of Grantor's rights, title, and interest in and to the real property located in Tarrant County, Texas, described on EXHIBIT A (the "Property"),together with Grantor's rights,title,and interest in and to all privileges,interests, contracts, improvements, leases, licenses, appurtenances, or any other agreements affecting the Property or pertaining thereto, whether above or below the surface thereof (collectively the "Ancillary Rights"); SAVE AND EXCEPT, and there is hereby RESERVED unto Grantor, its successors and assigns, and only to the extent Seller has any rights in any oil, gas, hydrocarbons, other minerals, and geothermal resources, including without limitation brine (including all dissolved constituent elements, whether separately or mixed or combined with any other substance, and whether in solution, dissolved or in suspension),together with all other products or materials produced therefrom or in association therewith, only when extracted,under the Property from other properties at depths of and below five hundred feet (500'), or that may be produced from under the Property by access from other properties at depths of and below five hundred feet (500'), together with all rights, royalties, bonuses, and revenues related thereto (the "Reserved Mineral and Geothermal Rights"); provided, however, that Grantor, on behalf of itself and its successors and assigns,hereby unconditionally and permanently waives and releases in perpetuity all rights of ingress, egress, and surface use of the Property in connection with the exploration, development, production, study, testing, exploitation of, mining, processing, transporting, marketing of the Reserved Mineral and Geothermal Rights, and any future lease of the Reserved Mineral and Geothermal Rights executed by Grantor or its successors or assigns shall expressly exclude all rights of ingress and egress to, and prohibit the lessee from conducting any exploration, development, production, study, testing, exploitation of, mining, processing, transporting, or marketing, or operations on, or constructing any improvements upon, the surface of the Property; Page 21 of 28 provided further, that nothing herein shall prevent Grantor or its successors or assigns from exploring for, developing, or producing the Reserved Mineral and Geothermal Rights by pooling or by directional drilling under the Property from well sites located on other lands,but only to the extent (1) the surface of the land is not disturbed, and (2) the exploration, development, or production of Reserved Mineral and Geothermal Rights by pooling or directional drilling enters or bottoms under the Land at depths of and below five hundred feet (500') (the foregoing reservation and waiver, collectively, the "Mineral Reservation and Surface Waiver"). This conveyance is made by Grantor and accepted by Grantee subject to the matters listed on EXHIBIT B attached hereto (the "Permitted Encumbrances"). As additional consideration under this Special Warranty Deed, Grantor represents that it has full ownership of, or otherwise has the authority to license and use, the Carroll Independent School District ("CISD") logo and CISD slogan "Protect the Tradition" and the style, font, and colors related thereto. The CISD corporate names or trade names, trademarks, service marks, logos, slogans, or other proprietary symbols, styles, fonts, and colors owned and used by Grantor (collectively, the "Seller Marks") on the Property and any personal property located thereon shall be and remain, the sole and exclusive property of Grantor. However, Grantor hereby grants to Grantee, but not its successor or assigns, a license to use the Seller Marks on the Property or the personal property located thereon without any additional compensation to Grantor for Grantee's municipal purposes during Grantee's ownership of the Property only, but not the right to use the Seller Marks in any manner unrelated to Grantee's municipal purposes, the Property, or the personal property located thereon. Grantee shall have the right to use the Seller Marks without additional compensation to Grantor in any way and to reproduce the same for any municipal purposes related to the Property and the personal property located thereon and in accordance with CISD's current guidelines for use and after notice to Seller. Grantor and Grantee hereby acknowledge and agree that license granted in this paragraph to the Grantee is not a covenant running with the land and is personal to the Grantee during its ownership of the Property only. Any and all Seller Marks located the Property or the personal property located thereon shall be removed therefrom in the event Grantee conveys the Property to a third party, unless otherwise agree to in writing by Grantor. All taxes and other assessments assessed against the Property for the year 2026 have been prorated, settled, or otherwise suspended between the parties, and except where Tax exempt, Grantee assumes and agrees to pay such taxes and assessments in full. If this Special Warranty Deed or Grantee's use of the Property after the date hereof results in additional taxes or assessments for periods before the date hereof, such taxes and assessments shall be the obligation of and paid by Grantor. TO HAVE AND TO HOLD the Property and Ancillary Rights, subject to the matters set forth above, together with all and singular the rights and appurtenances thereto in anywise belonging,unto Grantee, its successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, successors, and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not Page 22 of 28 otherwise. Page 23 of 28 IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be effective as of the last date below. GRANTOR: Carroll Independent School District Signature Printed Name Title Signed on the day of 52026. Acknowledgement State of Texas § Tarrant County § This instrument was acknowledged before me on the day of , 2026, by [printed name], [title] of Carroll Independent School District, a Texas political subdivision, on behalf of the same. [seal] Notary Public, State of Texas Page 24 of 28 GRANTEE: City of Southlake Signature Printed Name Title Signed on the day of , 2026. Acknowledgement State of Texas § Tarrant County § This instrument was acknowledged before me on the day of , 2026, by [printed name], [title] of the City of Southlake, a Texas home-rule municipal corporation, on behalf of the same. [seal] Notary Public, State of Texas After recording, return to: City of Southlake 1400 Main St., Suite 460 Southlake, Texas 76092 Page 25 of 28 EXHIBIT A LEGAL DESCRIPTION Being Lot 1, Old Dragon Stadium Addition, formerly a part of Lot 1, Block 1, Carroll ISD Addition No. 3, Southlake, Tarrant County, Texas. 70-* �; I . ■ i 44 .� * w •� �1i. e�p !re! [�e 1���!lIF� r•� ) F 3 0 11. a� a Jes.r L L '/ 11 ....._.. R o .... ! —. — �� A 0 3� �n°cill+rnerts m, :vmmarwv �V wL uP-r 6, IWrcr 'y �Lo Iqa raN iz nay I Page 26 of 28 [TO BE REPLACED BY REVISED PLAT] ---------- - -- - -------- ----------- -------- L jF--- 01 L M-A MEUM-MR-MLY Page 27 of 28 EXHIBIT B PERMITTED ENCUMBRANCES Page 28 of 28