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Southlake Town Square, 2007 - Contract of Sale in Lieu of Condemnation OFFICIAL RECOR[ CONTRACT OF SALE IN LIEU OF CONDEMNATION This contract of sale in lieu of condemnation ("Contract") is made by and between SL TS Land, L.P., a Texas limited partnership ("Seller"), and the City of Southlake, Texas, a home rule municipal corporation located in Tarrant County, Texas ("Purchaser") to be effective on the Effective Date as specified below. For convenience, Seller and Purchaser may be referred to hereinafter collectively as "parties" or individually as a "party." ARTICLE I PURCHASE AND SALE By this Contract, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for in lieu of Purchaser's condemnation, certain real property situated in Tarrant County, Texas described as 2.13 acres of unimproved land located in Southlake Town Square located southeast of the intersection of Carroll Boulevard and Highway 114, as more particularly described by lot and block or metes and bounds on Exhibit A, which is attached hereto and incorporated herein for all purposes, together with all and singular the rights and appurtenances pertaining to the Property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights-of-way (all of such real property, rights, and appurtenances being referred to in this Contact as the "Property"), together with any improvements and fixtures situated on and attached to the Property, for the consideration and upon and subject to the terms, provisions, and conditions set forth below. ARTICLE II PURCHASE PRICE The purchase price for the Property shall be $1,182,981 (the "Purchase Price") calculated at $12.75 per gross square foot, in cash paid at Closing. Seller's proceeds shall be reduced by $250,431 for Seller's share of improvements constructed by Purchaser within Division Street and State Street rights-of-way (see "Miscellaneous" Provisions, Sections 10.16 and 10.17 below), for a net amount payable to Seller of $932,550 to be paid by Purchaser to Seller in good and final funds at Closing, provided, however, that if the per gross square foot price multiplied by the amount ofland actually being conveyed varies, the purchase price will be adjusted accordingly. ARTICLE III EARNEST MONEY Upon the execution of this Contract by the parties, Purchaser shall deliver the sum of $1,000.00 ("Earnest Money Deposit") to Rattikin Title Company ("Title Company"), located at 201 Main Street, Suite 800, Fort Worth, Texas 76102. The Earnest Money Deposit shall be credited towards the Purchase Price at Closing, provided, however, that in the event the Purchaser tenninates this Contract as provided in Article IV of this Contract, then the Title Company, upon receiving written notice of such termination, shall return the Earnest Money Deposit to Purchaser. CONTRACT OF SALE PAGE] OF ]3 ARTICLE IV PURCHASER'S RIGHTS AND OBLIGATIONS The rights and obligations of Purchaser hereunder to consummate the transaction contemplated hereby are subject to the satisfaction of each of the following conditions, any of which may be waived in whole or in part by Purchaser at or prior to the Closing. 4.01 Title Commitment. Purchaser, at Purchaser's sole cost and expense, has caused the Title Company to issue a preliminary title commitment covering the Property dated as of July 1, 2007, OF Number 07-02502 ("Title Commitment") accompanied by copies of all recorded documents relating to easements, rights-of-way, liens, etc., affecting the Property. The Title Commitment binds the Title Company to issue a Texas Owner's Policy of Title Insurance at the Closing on the standard form of policy prescribed by the Texas Department of Insurance. Purchaser shall give Seller written notice on or before August 10, 2007 that the condition of title as set forth in the Title Commitment is or is not satisfactory, and in the event Purchaser states that any conditions or exceptions to title are not satisfactory, Seller may, but shall have no obligation to, promptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller chooses not to or is unable to comply with Purchaser's written notice within 20 days after receipt of such notice, this Contract may be terminated by Purchaser by providing written notice of termination to Seller. If Purchaser's written notice of objection to the Title Commitment is not received by Seller within the 20-day period, or if Purchaser's written notice of objection to the Title Commitment is sent to Seller, and Seller chooses not to or is unable to comply with Purchaser's written notice and cure any such matter, and Purchaser thereafter waives such objection, all remaining uncured conditions specified in the Title Commitment shall be deemed to be acceptable to Purchaser ("the Permitted Exceptions") and any objection thereto shall be deemed to have been waived for all purposes. 4.02 Survey. Purchaser has, at Purchaser's sole cost and expense, obtained a survey of the Property. 4.03 Environmental Assessment. Seller has provided to Purchaser a complete copy of the most recent environmental site assessment that Seller has caused to be prepared for the Property or that is within the Seller's possession, custody or control, a Phase I Environmental Site Assesment for Three Non-Contiguous Tracts totaling 25 acres (of which the Property is a part) prepared and issued by Terracon and dated February 3, 2006 (the "Terracon Assessment"). Within 30 days after the Effective Date, Purchaser may, at Purchaser's sole cost and expense, update the Terracon Assessment (such 30 day period being referred to hereinafter as the "Feasibility Period"). Seller hereby grants Purchaser or Purchaser's designated agents the right to enter onto the Property to conduct such assessment. If after conducting the environmental assessment, it should be determined by Purchaser in Purchaser's sole judgment that the Property is not suitable for Purchaser's intended purposes, then Purchaser may terminate this Contract by providing written notice of termination to Seller on or before the expiration of the Feasibility Period. If the written notice of termination is not received by Seller prior to the expiration of the Feasibility Period, the Property shall be deemed to be acceptable to Purchaser and any objection thereto shall be deemed to have been waived for all purposes. Purchaser agrees to restore the surface of the Property to the condition existing immediately prior to Purchaser's feasibility tests if Purchaser terminates this Contract pursuant to the terms of this section 4.03. The provisions of CONTRACT OF SALE PAGE 2 OF 13 this section shall survive the Closing or any termination of this Contract. ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER AND AGREEMENT OF PURCHASER 5.01 Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser to Seller's actual knowledge as follows, which representations and warranties shall be deemed made by Seller to Purchaser as of the Effective Date of this Contract and as of the date of the Closing: (a) There are no parties in possession of any portion of the Property as lessees, tenants at sufferance, or trespassers; (b) During Seller's ownership of the Property except to the extent, if any, described or shown in the Terracon Assessment furnished by Seller to Purchaser: (1) no excavation of the Property occurred, (2) no landfill was deposited on or taken from the Property, (3) no construction debris or other debris (including, without limitation, rocks, stumps, and concrete) was buried upon the Property, and (4) no toxic waste or "hazardous substances" as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1988 ("Hazardous Substances"), or petroleum products and derivatives thereof, were deposited on the Property. Seller further represents and warrants to Seller's actual knowledge that none of the foregoing occurred on the Property prior to Seller's ownership of the Property; (c) Seller has no actual knowledge that the Property, or any portion of it, is not in compliance with the terms, conditions, and requirements of all applicable federal, state, and local laws, ordinances, and regulations concerning Hazardous Substances, except to the extent, if any, described or shown in the Terracon Assessment furnished by Seller to Purchaser; (d) Seller has no actual knowledge of any pending or threatened proceedings, including lawsuits, arbitrations, and administrative hearings, instituted by a private party or by a governmental entity concerning any Hazardous Substances alleged to be or to have been present, contained, used, manufactured, handled, created, stored, treated, discharged, released, or buried on the Property or transported to or from the Property; (e) Seller has no actual knowledge of any contact by any representative of a federal, state, or local governmental agency concerning any matter having to do with any Hazardous Substances on the Property, including, but not limited to, the presence, containment, use, manufacture, handling, creation, storage, treatment, discharge, release, or burial of Hazardous Substances on the Property or the transportation of Hazardous Substances to or from the Property; (f) At no time during the period that Seller has owned the Property, and, to Seller's CONTRACT OF SALE PAGE 3 OF 13 actual knowledge, at no earlier time, were any agreements, stipulations, or settlements of any kind entered into between the owner of the Property and any private or public entity relating to any Hazardous Substances on the Property, including, but not limited to, the presence, containment, use, manufacture, handling, creation, storage, treatment, discharge, release, or burial of Hazardous Substances on the Property or the transportation of any Hazardous Substances to or from the Property, except to the extent, if any, described or shown in the T erracon Assessment furnished by Seller to Purchaser; and (g) Seller has duly authorized the execution of this Contract and the person signing this Contract on Seller's behalf has been duly authorized by Seller to sign this Contract. The provisions of this section shall survive the Closing or any termination of this Contract. ARTICLE VI CLOSING 6.0 I Closing Date. The closing of this Contract ("Closing") shall be held on October 3,2007 or at such time and place as Seller and Purchaser may agree upon in writing (which date is herein referred to as the "Closing Date"). 6.02 Conditions at Closing. The Closing and Purchaser's obligations under this Contract to purchase the Property are expressly conditioned on the following: (a) Seller's delivery to Purchaser at Closing of a duly executed and acknowledged Special Warranty Deed, acceptable to Purchaser, conveying title in fee simple to all of the Property, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions other than the Permitted Exceptions; (b) Receipt by Purchaser of a Texas Owner's Title Policy issued by the Title Company in the full amount of the Purchase Price, plus the value of Purchaser's anticipated improvements should Purchaser so choose, insuring Purchaser's fee simple title to the Property, subject only to the Permitted Exceptions, such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual fonn of Texas Owner's Title Policy, provided, however: (1) The boundary and survey exceptions shall be deleted; and (2) The exception as to the lien for taxes shall be limited to the year of Closing and shall be endorsed "Not Yet Due and Payable;" (c) Seller's execution of such documents and instruments reasonably requested by the Title Company to consummate the transactions contemplated herein; and (d) Seller's delivery of possession of the Property to Purchaser at Closing. CONTRACT OF SALE PAGE 4 OF 13 At Closing, Purchaser shall deliver to Seller the Purchase Price, less the Earnest Money Deposit, if any, in accordance with the terms of this Contract. 6.03 Failure of Conditions. Should Seller fail to satisfy any of the conditions specified in paragraph 6.02 of this Contract, Purchaser shall have the right to terminate this Contract and to recover the Earnest Money Deposit. The Title Company shall be and is hereby irrevocably instructed by Seller on any such failure of condition and receipt of such notice from Purchaser by it to immediately refund to Purchaser all monies and instruments deposited by Purchaser with Title Company pursuant to this Contract. 6.04 Taxes. Any taxes or other assessments against the Property due as of the Closing Date shall be paid by Seller on or before the Closing. In the event there exists any roll back or other deferred taxes which are retroactive to the period of Seller's ownership of the Property or any time prior thereto pursuant to a change in zoning, use, ownership or otherwise, such retroactive taxes shall remain the obligation of Seller. In no event shall Purchaser, as a municipal corporation of the State of Texas, be liable for property taxes or other assessments of any kind which have been assessed against the Property. This provision shall survive the Closing. 6.05 Closing Costs. All costs and expenses of Closing in consummating the sale and purchase of the Property shall be borne and paid as follows: Owner's Policy of Title Insurance paid by Purchaser Survey paid by Purchaser Environmental and/or Engineering Surveys paid by Purchaser Inspection Reports paid by Purchaser Filing fees paid by Purchaser Attorney's fees for the services of the City Attorney paid by Purchaser All other attorney's fee paid for by the party incurring same All other usual and customary closing costs to be paid by Purchaser ARTICLE VII REAL ESTATE COMMISSIONS It is understood and agreed that no real estate brokers were involved in the negotiation and consummation of this Contract, and that no commission is to be payable in cash at the Closing. If this Contract is terminated for any reason prior to Closing, the parties agree that there will be no commission due or payable hereunder. SELLER AGREES TO INDEMNIFY AND HOLD PURCHASER, AND PURCHASER'S AGENTS, ATTORNEY'S, REPRESENT A TIVES, AND EMPLOYEES HARMLESS FROM ANY AND ALL LIABILITY FOR THE PAYMENT OF REAL ESTATE COMMISSIONS BY PARTIES CLAIMING THROUGH OR UNDER SELLER THAT MAY ARISE AS A RESULT OF THE NEGOTIATION AND CONSUMMA TION OF THIS CONTRACT BY THE PARTIES. THIS INDEMNIFICATION AGREEMENT SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. CONTRACT OF SALE PAGE 5 OF 13 ARTICLE VIII BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale ofthe Property for any reason, except because of Purchaser's termination of this Contract or because of Purchaser's default, Purchaser may, as its sole and exclusive remedy, either (a) terminate the Contract, or (b) enforce specific performance of this Contract. ARTICLE IX BREACH BY PURCHASER If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or the termination of this Contract pursuant to a right to terminate given herein, Purchaser shall be in default and Seller may at its sole and exclusive remedy terminate this Contract and have the Earnest Money Deposit paid to Seller by the Title Company as liquidated damages for the breach. The payment of such deposit shall thereby release Purchaser and Seller from any further obligation under this Contract. ARTICLE X MISCELLANEOUS 10.0 I Effective Date. The effective date of this Contract will be the date the last party executes the Contract. 10.02 Survival of Covenants. Any of the representations, warranties, covenants, and contracts of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing date of the transactions contemplated hereby shall survive the closing for a period of one year, except and unless also contained in the deed, in which case the statute of limitations applicable at law shall apply. 10.03 Notices. All notices required or permitted to be sent hereunder shall be delivered in person, by courier or overnight delivery service or by depositing same in the United States mail, return receipt requested. Such notices shall be deemed delivered on the date received and shall be delivered to the intended recipient at the addresses shown below, with a copy to such recipient's legal counsel, if the name of such legal counsel is shown below, or faxed to the facsimile transmission numbers of such persons shown on the signature page of this Contract. Any address for notice may be changed by written notice as provided herein. CONTRACT OF SALE PAGE 6 OF 13 Notices to be sent to: PURCHASER: City of Southlake Attn: Shana Yelverton, City Manager 1400 Main Street, Suite 460 Southlake, Texas 76092 Telephone: (817) 748-8400 Facsimile: (817) 748-8010 and Tim G. Sralla Taylor, Olson, Adkins, Sralla & Elam, L.L.P. 6000 Western Place, Suite 200 Fort Worth, Texas 76107 Telephone: (817) 332-2580 Facsimile: (817) 332-4740 SELLER: SL TS Land, L.P. c/o Cooper & Stebbins, L.P. Attn: Frank Bliss 1256 Main Street, Suite 240 Southlake, Texas 76092 Facsimile: (817) 251-8717 and Winstead PC 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270 Attn: Greg Zimmerman Facsimile: (214) 745-5390 10.04 Governing Law and Venue. This Contract shall be construed under and governed by and in accordance with the substantive laws of the State of Texas, notwithstanding any choice-of-law provisions thereof. All obligations of the parties created by this Contract are fully performable in Tarrant County, Texas. Venue in any suit or cause of action under this Contract shall lie exclusively in Tarrant County, Texas. 10.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. CONTRACT OF SALE PAGE 7 OF ]3 10.06 Severability. In case anyone or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Contract, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 10.07 Entirety. This Contract constitutes the sole and only agreement of the parties regarding the subject matter of this Contract and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter ofthis Contract. 10.08 Amendment. This Contract may not be modified or amended unless such modification or amendment is in writing and signed by both parties. 10.09 Time. In this Contract, time is of the essence and compliance with the times for performance is required. 10.10 Assignment. This Contract or any obligation of a party hereunder may not be assigned by any party without the express written consent of the other party to the Contract. 10.11 No Waiver. The failure of a party to enforce a right under this Contract shall not be construed to waive such party's right to enforce any other rights under this Contract. Nothing in this Contact shall be construed to waive the Purchaser's governmental immunity under Texas law. 10.12 Captions. The captions to the various prOVISIOns of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. 10.13 Attorney's Fees/Court Costs. The prevailing party in any legal proceeding brought under or with respect to the transaction described in this Contract is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable attorney's fees. The Purchaser's right to recover its attorney's fees under such circumstances is found in section 271.159 of the Texas Local Government Code. 10.14 Construction. This Contract shall not be construed against the drafting party, but all other rules of contract construction shall apply. 10.15. Risk of Loss. From the effective date until closing or termination of this Contract, Seller shall: (a) maintain the Property as it existed on the effective date, except for reasonable wear and tear and casualty damage; (b) commence no operations other than those existing as of the effective date; and (c) comply with all contracts and governmental regulations affecting the Property. From the effective date until closing or termination of this Contract, Seller shall not enter into any new contracts or leases affecting the Property. 10.16. Division Street. As additional consideration for Seller to enter this Contract and as part of development of the a DPS Facility on the Property, the Purchaser will construct CONTRACT OF SALE PAGE 8 OF]3 Division Street right-of-way and associated infrastructure from N. Carroll Avenue eastward to State Street, per the Revised Concept Plan. Cost is estimated to be $340,498 per Cheatham and Associates Opinion of Probable Cost dated May 10, 2007, and the discounted cost of Seller's share of such improvements is $124,485. Seller shall have no further obligations with respect to the construction of Division Street. 10.17. State Street. As additional consideration for Seller to enter this Contract and as part of development of the DPS Facility by Purchaser, Purchaser will construct State Street right-of- way and associated infrastructure from the intersection with Division Street (as extended by Purchaser pursuant to Section 10.16 above, north to the northern boundary of the proposed DPS site, per the Revised Concept Plan. Cost is estimated to be $344,496 per Cheatham and Associates Opinion of Probable Cost dated May 10, 2007, and the discounted cost of Seller's share of such improvements is $125,946. Seller shall have no further obligations with respect to the construction of State Street. 10.18. Purchase In Lieu of Condemnation. Purchaser and Seller acknowledge and agree that they have entered into this Contract in lieu of Purchaser's condemnation of the Property. Seller may consummate the disposition of the Property as part of a so-called exchange pursuant to S1033 of the Internal Revenue Code of 1986, as amended (a "&1033 Exchange"), and in furtherance thereof, Purchaser agrees to perform, execute and deliver, but without any obligation to incur any additional liability or expense, on or after the Closing any further deliveries and assurances as may be reasonably necessary to assist Seller in the consummation of a S I 033 Exchange in connection with the transactions contemplated hereby. Condition of the Property. Purchaser acknowledges that Purchaser will have the opportunity to independently and personally inspect the Property and that Purchaser has entered into this Contract based upon its ability to make such examination and inspection. The Property is to be sold to and accepted by Purchaser at Closing in its then present condition, "AS IS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED" except for the express representations and warranties of Seller contained herein. Notwithstanding anything contained herein to the contrary, it is understood and agreed that, except for the express representations and warranties of Seller contained herein, Seller and Seller's agents or employees have not 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, past, present or future, with respect to the Property, including, but not limited to, warranties, representations or guaranties as to: (1) matters of title (other than Seller's warranty of title set forth in the Deed to be delivered at Closing); (2) environmental matters of any kind relating to the Property, (including the condition of the soil or groundwater beneath the Property); (3) geological conditions, including, without limitation, subsidence, subsurface conditions, water table, underground water reservoirs, limitations regarding the withdrawal of water and earthquake faults and the resulting damage of past and/or future earthquakes; (4) whether, and to the extent to which the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood prone area, flood plain, f100dway or special flood hazard; (5) drainage; (6) 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 under shoring; (7) zoning to which the Property or any portion thereof CONTRACT OF SALE PAGE 9 OF 13 may be subject; (8) the availability of any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and electric; (9) usages of adjoining property; (10) access to the Property or any portion thereof; (11) 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; (12) the presence of Hazardous Substances (hereinafter defined) in or on, under or in the vicinity of the Property; (13) 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; (14) the existence or non-existence of underground storage tanks; (15) any other matter affecting the stability or integrity of the Property; (16) the potential for further development of the Property; (17) the existence of vested land use, zoning or building entitlements affecting the Property; (18) the merchantability of the Property or fitness of the Property for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller's or Seller's agents' or employees' skill or judgment to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the Property is fit for any particular- purpose); (19) tax consequences. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PURCHASER, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL CONDITION OF THE PROPERTY, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY. PURCHASER SHALL RELY ON ITS INVESTIGATIONS OF THE PROPERTY IN DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER'S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING. By Closing this transaction, Seller is released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of 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 [collectively, "Hazardous Substances"]), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever, except for claims relating to breach of the express representations and warranties of Seller contained herein which are to survive closing. Without limitation, Purchaser specifically releases Seller from any claims it may have against Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 D.S.C. SS 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. SS 6901 et seq., as amended; and the Texas Solid Waste Disposal Act, Tex. Health & Safety Code, Chapter 361, as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of Hazardous Substances, solid wastes, or any other pollutants or contamination the Property, except for claims relating to breach of the express representations and warranties of Seller contained herein which are to survive closing. Purchaser expressly acknowledges that Purchaser has not relied on any warranties, promises, understandings or representations, express or implied, oral or written, of any Seller Party, relating to the Property which are not contained in this Agreement or in the Deed, and/that Purchaser is acquiring the Property in its present condition and state of repair, "as is, where is", CONTRACT OF SALE PAGE IO OF 13 with all defects, latent or apparent, except for the express representations and warranties of Seller contained herein which are to survive closing. Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information being furnished without any warranty whatsoever. Rest of Page Intentionally Left Blank CONTRACT OF SALE PAGE 11 OF 13 Executed to be effective on the Effective Date. SELLER: SL TS Land, L.P. a Texas limited partnership By: SLTS Land Genpar, L.L.C. a Texas limited liability company General Partner By: ~. Brian R. tebbins Manager Date: 7/1- i 12J- @ CONTRACT OF SALE PAGE 12 OF 13 Executed to be effective on the Effective Date. PURCHASER: CITY OF SOUTHLAKE, TEXAS ADDRESS: 1400 Main Street Southlake, Texas 76092 Date: t:'7--..;;4 t'J 1" CONTRACT OF SALE PAGE 13 OF 13