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19-2216• ' � � #` • ' * � . � , , ,,, � � ', . � ' . � t. ,. � � A I. � � '�. # �' � * �' i. � ��... 1 '�. # �':. '�, � .. # ♦. � k. 1 ♦ ��. � . ��.. � � �� R : �. � .... � . : � � ��. , 1 � �. . � ��... 1 .... � 1� �� ' ... 1 , ■ � � ,,.. 1' � ��. , � � � �: , , . � � ..... ��,. � �� ! ►� � .,. � .:� � �,�. � ) �� `. � � �.. � � �: � � .. � � ,. ! ■ l � .. � �� ..... � � ��: . R � � .. � ♦ .�:: � '�.. � �' ......�.. � 1 � �� 1 ��, �..,. �r... . t � �. , ��.... # .. * .. .♦. �... � � I ,�. .. . # ��. ... � .��. � : � f � ,.:. # "� I'.. / ! � , .... * � !' �. � . � R : � ��... � .,,. . � ... * .: ,�. � .:.� � 1 � � � 1 � �. � � ��: � ��... � � ��. � �� ,, ♦ � � ..... ��#��... ��.�.# '� I. �....�• • � .�':i � �. . ' � � .. ' ...• + `• ��.�. � , �. �� . � �' '�, ' 1 • ' • � � # ' � • ' �'. � ' •:: • ' # . :.�.. � �' � .; � # ' . �, . �. ... • ,. ..� ! � �� ... �: •. � � ..'. ��, � r. f:. � �' /` # �'�' f' ## 1 � ' . .• �.� *, ' " � ��. � . � � - � • . � , . � �, . � �, . � • :�� . 1�� 1 . r 11• • � . - # . .�� . i-� �- -� � . . � , �. .. . , � � _ . . . •. . � • • . , � . � � . . � . �, • • • l # ' : •'f� * . * * . # . � - , i - � # • . . , _ • • � . - r r - . . - - � . ��w • � � . . . � . . •' �- . .•_ � �. � .. , # ., � , . _ �. . ._. . . - - . . - � �. # . - . � - . . � .• . � . : - . , - � - -- �- � r,-�. �. ��t� l. . . � �_�. �. �#�! • . - - # - � , - • - � ',� �': : 11 . � .- - _ � � # � # _ # - , , -� � . , � • - - - . � . �� . . . . • � * • . . . # � - • . -! • - � SECTION 3. The City Manager is further authorized to make expenditures as set forth in the Contract. ��....� . � � ��- �. �� . - -� - •' . - . -� � t� � • � , - � .• . � . _� � . •- • � . - - � . � • �: � , r . •' � � �- - � � �'� + ' . � . - . . + • . . � . •w • � � � . - - * •- . - . • � . - • �. -� _ , • �� • �- • - . � . • . , . � • . - . � _ � SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by ___� �"�� "��"��'��'� ��„ and seconded by ��,� � �°,��° �r, � � �m �� a , ,._ _ _ ____ ,, the ordinance was passed and approved by �ll�� i'"c�11��r�ir�:a�� a��l:�w� � ��.. � �'�....��. Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: 1�A��'�l:l;� ��d�;� ,�I'��'��)�"1'�d`� 1.l��;� �.��.� �� ATTEST: ROSA RIOS, CITY SECRETARY � µ � � �� BY: � ' � � n � �.� � ..�=� �` =--.� u,� � a�� "� ,�u� �� ... ....,.. APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ��° Page 2 Abstain Absent ��°"° a. �1�� a�C �:�.:::�!��"��''`��" E , 9,.�� . � __..... 201 �,�� .� � d � � 9 � p, �� ' .� ° w...,. " __.._. ______________�. CHRIS WA'C "�"S, MAYOR r' 71 ��, ` ,,� �,� �X �I_ IT «A�� Real Estate Sales Contract This contract to buy and sell real and personal property is between Seller and Buyer as identified below and is effective on the date ("Effective Date") of the last of the signatures by Seller and Buyer as parties to this contract and by Escrow Agent to acknowledge receipt of the Earnest Money. Buyer must deliver the Earnest Money to Escrow Agent and obtain Escrow Agent's signature before the Earnest Money Deadline provided in paragraph A.1. for this contract to be effective. If the Earnest Money is paid by check and payment on presentation is refused, Buyer is in default. Seller: Denton Independent School District Address: Type of entity: Seller's Attorney: Law firm: Address: Phone; E-mail: Buyer: Address: Type of entity: Buyer's Attorney: Law firm: Address: Phone: E-mail: Property: Underwriter: Escrow Agent: Name of Closer: Address: 1307 N. Locust St., Denton, Texas 76201 A Texas independent school district Randolph W. Stout Randolph W. Stout, P.C. 513 West Oak Street, Denton, Texas 76209 940-535-5748 rstout@csplaw.net City of Denton 215 E. McKinney St., Denton, Texas 73201 A Texas home-rule municipal corporation Lawrence C. Collister City Attorney's Office, City of Denton 215 E. McKinney St., Denton, Texas 76201 (940) 349-8198 larry.collister@cityofdenton.com The land commonly known as 401 N. Elm St., Denton, Denton County, Texas, and more fully described in Exhibit A("Land"), together with improvements to the Land ("Improvements"), and the personal property described in Exhibit A("Personal Property"). First American Title Insurance Company Title Resources, LLC Kristi Hendricks 525 S. Loop 288, Suite 125, Denton, Texas 76205 Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 1 of 25 Phone: E-mail: Purchase Price Cash portion: Total purchase price Earnest Money Surveyor: Survey Category: County for Performance: (940) 381-1006 kristi@trnt.net $4,498,781.00 $4,498,781.00 $10,000.00 Teague, Nall and Perkins, Inc, Texas Society of Professional Surveyors Category 1-A, Condition II Denton A. Deadlines and Other Dates All deadlines in this contract expire at 5:00 p.m. local time where the Property is located. If a deadline falls on a Saturday, Sunday, or holiday, the deadline will be extended to the next day that is not a Saturday, Sunday, or holiday. A holiday is a day, other than a Saturday or Sunday, on which state or local governmental agencies and financial institutions are not generally open for business where the Property is located. Time is of the essence. A.1. Earnest Money Deadline: 3 days after the Effective Date A.2. Delivery of Title Commitment: 10 days after the Effective Date A.3. Delivery of Survey: 15 days after the Effective Date A.4. Delivery of legible copies of instruments referenced in the Title Commitment, and Survey: A.S. Delivery of Title Objections: A.6. Delivery of Seller's records specified in Exhibit C: A.7. End of Inspection Period: A.8. Closing Date: A.9. Closing Time: 15 days after the Effective Date 5 days after delivery of the last of the Title Commitment, Survey, and legible copies of the instruments referenced in them 20 days after the Effective Date 60 days after the Effective Date 10 days after end of Inspection Period No later than 5:00 p.m. on Closing Date Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 2 of 25 B. Closing Documents 6.1. At Closing, Seller will deliver the following items: Special Warranty Deed Bill of Sale and Assignment IRS Nonforeign Person Affidavit Evidence of Seller's authority to close this transaction Notices, statements, and certificates as specified in Exhibit D Assignment and Assumption of Contracts 6.2. At Closing, Buyer will deliver the following items: Balance of Purchase Price Evidence of Buyer's authority to close this transaction Assignment and Assumption of Contracts Acknowledgment of receipt of notices, statements, and certificates as specified in Exhibit D The documents listed in this section B are collectively known as the "Closing Documents." Unless otherwise agreed by the parties before Closing, the Closing Documents for which forms exist in the current edition of the Texas Real Estate Forms Manual (State Bar of Texas) will be prepared using those forms. C. Exhibits The following are attached to and are a part of this contract: Exhibit A—Description of the Land and Personal Property Exhibit B—Representations and Environmental Matters Exhibit C—Seller's Records Exhibit D—Notices, Statements, and Certificates D. Purchase and Sale of Property Seller agrees to sell and convey the Property to Buyer, and Buyer agrees to buy and pay Seller for the Property. The promises by Buyer and Seller stated in this contract are the consideration for the formation of this contract. E. Interest on Earnest Money Buyer may direct Escrow Agent to invest the Earnest Money in an interest-bearing account in a federally insured financial institution by giving notice to Escrow Agent and satisfying Escrow Agent's requirements for investing the Earnest Money in an interest-bearing account. Any interest earned on the Earnest Money will become part of the Earnest Money. Real Estate Sales Contract (Denton ISD – Seller; City of Denton – Buyer; 401 N. Elm St.) Page 3 of 25 F. Title and Survey F.1. Review of Title. The following statutory notice is provided to Buyer on behalf of the real estate licensees, if any, involved in this transaction: Buyer is advised that it should either have the abstract covering the Property examined by an attorney of Buyer's own selection or be furnished with or obtain a policy of title insurance. F.2. Title Commitment; Title Policy. "Title Commitment" means a Commitment for Issuance of an Owner Policy of Title Insurance by Underwriter stating the condition of title to the Land. The "effective date" stated in the Title Commitment must be after the Effective Date of this contract. "Title Polic�' means an Owner Policy of Title Insurance issued by Underwriter in conformity with the last Title Commitment delivered to and approved by Buyer. F.3. Survey. "Survey" means an on-the-ground, staked plat of survey and metes-and-bounds description of the Land, prepared by Surveyor or another surveyor satisfactory to Underwriter, dated after the Effective Date, and certified to Buyer, Underwriter, and any other person specified by Buyer to comply with the current standards and specifications as published by the American Land Title Association/Texas Society of Professional Surveyors for the Survey Category. F.4. Delivery of Title Commitment, Survey, and Legible Copies. Seller must deliver the Title Commitment to Buyer and Buyer's attorney by the deadline stated in paragraph A.2.; the Survey by the deadline stated in paragraph A.3.; and legible copies of the instruments referenced in the Title Commitment, Survey, and UCC Search by the deadline stated in paragraph A.S. F.S. Title Objections. Buyer has until the deadline stated in paragraph A.6. ("Title Objection Deadline") to review the Survey, Title Commitment, and legible copies of the title instruments referenced in them and notify Seller of Buyer's objections to any of them ("Title Objections"). Buyer will be deemed to have approved all matters reflected by the Survey, Title Commitment, and UCC Search to which Buyer has made no Title Objection by the Title Objection Deadline. The matters that Buyer either approves, or is deemed to have approved, are "Permitted Exceptions." If Buyer notifies Seller of any Title Objections, Seller has five business days from receipt of Buyer's notice to notify Buyer whether Seller agrees to cure the Title Objections before Closing ("Cure Notice"). If Seller does not timely give its Cure Notice or timely gives its Cure Notice but does not agree to cure all the Title Objections before Closing, Buyer may, within five business days after the deadline for the giving of Seller's Cure Notice, notify Seller that either this contract is terminated or Buyer will proceed to close, subject to Seller's obligations to remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after the Effective Date, and cure only any other Title Objections that Seller has agreed to cure in the Cure Notice. At or before Closing, Seller must remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after the Effective Date of this contract, and cure any other Title Objections that Seller has agreed to cure. G. Inspection Period G.1. Review of Seller's Records. Seller will deliver to Buyer copies of Seller's records specified in Exhibit C, or otherwise make those records available for Buyer's review, by the deadline stated in paragraph A.7. G.2. Entry onto the Property. Buyer may enter the Property before Closing to inspect it at Buyer's cost and risk, subject to the following: Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 4 of 25 G.2.a. Buyer must deliver evidence to Seller that Buyer has commercial general liability insurance, with coverages and in amounts that are substantially the same as those maintained by Seller or with such lesser coverages and in such lesser amounts as are reasonably satisfactory to Seller. G.2.b. Buyer may not interfere in any material manner with existing operations or occupants of the Property. G.2.c. Buyer must notify Seller in advance of Buyer's plans to conduct tests so that Seller may be present during the tests. G.2.d. If the Property is physically altered because of Buyer's inspections, Buyer must return the Property to its preinspection condition promptly after the alteration occurs. G.2.e. Buyer-must deliver to Seller copies of all inspection reports that Buyer prepares or receives from third-party consultants or contractors within three days after their preparation or receipt. G.2.f. Buyer must abide by any other reasonable entry rules imposed by Seller. G.3. Environmental Assessment. Buyer has the right to conduct environmental assessments of the Property. Seller will provide, or will designate a person with knowledge of the use and condition of the Property to provide, information requested by Buyer or Buyer's agent or representative regarding the use and condition of the Property during the period of Seller's ownership of the Property. Seller will cooperate with Buyer in obtaining and providing to Buyer or its agent or representative information regarding the use and condition of the Property before Seller's period of ownership to the extent that the information is within Seller's possession or control. G.4. Buyer's Right to Terminate. Buyer may terminate this contract for any reason by notifying Seller of the termination before the end of the Inspection Period. If Buyer does not notify Seller of Buyer's termination of the contract before the end of the Inspection Period, Buyer waives the right to terminate this contract pursuant to this provision. G.S. Buyer's Indemnity and Release of Seller G.S.a. Indemnity. To the extent allowed by law, Buyer will indemnify, defend, and hold Seller harmless from any loss, attorney's fees, expenses, or claims arising out of Buyer's investigation of the Property, except those arising out of the acts or omissions of Seller and those for repair or remediation of existing conditions discovered by Buyer's inspection. The obligations of Buyer under this provision will survive termination of this contract and Closing, any other provision of this contract to the contrary notwithstanding. G.S.b. Release. Buyer releases Seller and those persons acting on Seller's behalf from all claims and causes of action (including claims for attorney's fees and court and other costs) resulting from Buyer's investigation of the Property, including claims arising out of Seller's negligence, but not Seller's gross negligence or intentional misconduct. H. Representations; Environmental Matters; Liability; "As Is"; Release; Remediation Costs; and, Survival H.1. Representations True and Correct as of Effective Date and Closing Date. The parties' representations stated in Sections A. and B. of Exhibit B are true and correct as of the Effective Date and Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 5 of 25 must be true and correct on the Closing Date. A party who becomes aware that any of the representations of either party are not true and correct will promptly notify the other party. Unless a party notifies the other party to the contrary on or before the Closing Date, or a party has actual knowledge to the contrary as of the Closing Date, each party is entitled to presume that the representations of the other party in Exhibit B are true and correct as of the Closing Date. H.2. BUYER DOES NOT RELY ON REPRESENTATIONS OF SELLER. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR ANY EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS AND BUYER IS NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES (OTHER THAN THE SPECIAL WARRANTY OF TITLE AS SET OUT IN THE DEED), PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE SUITABILITY OF THE PROPERTY AND ITS STRUCTURAL INTEGRITY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, (C) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (D) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS, INCLUDING THE EXISTENCE IN, ON OR UNDER THE PROPERTY OF HAZARDOUS MATERIALS. ADDITIONALLY, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NO PERSON ACTING ON BEHALF OF SELLER IS AUTHORIZED TO MAKE, AND BY EXECUTION HEREOF, BUYER ACKNOWLEDGES THAT NO PERSON HAS MADE, ANY REPRESENTATION, AGREEMENT, STATEMENT, WARRANTY, GUARANTY OR PROMISE REGARDING THE PROPERTY OR THE TRANSACTION CONTEMPLATED HEREIN; AND NO SUCH REPRESENTATION, WARRANTY, AGREEMENT, GUARANTY, STATEMENT OR PROMISE, IF ANY, MADE BY ANY PERSON ACTING ON BEHALF OF SELLER SHALL BE VALID OR BINDING UPON SELLER UNLESS EXPRESSLY SET FORTH HEREIN. BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS ADVISED BUYER TO CONSULT WITH ITS OWN PROFESSIONALS AND EXPERTS WITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, REGARDING THE PRESENCE OF HAZARDOUS OR TOXIC SUBSTANCES AND THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER WILL BE RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED OR TO BE PROVIDED BY SELLER. H.3. SELLER HAS NO LIABILITY TO BUYER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SELLER SHALL HAVE NO LIABILITYTO BUYER, AND BUYER IS DEEMED TO HAVE RELEASED SELLER FROM ANY LIABILITY (INCLUDING CONTRACTUAL AND/OR STATUTORY ACTIONS FOR CONTRIBUTION OR INDEMNITY), FOR, CONCERNING OR REGARDING (1) THE NATURE AND CONDITION OF THE PROPERTY, INCLUDING THE SUITABILITY THEREOF FOR ANY ACTIVITY OR USE; (2) ANY IMPROVEMENTS OR SUBSTANCES LOCATED THEREON; (3) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVERNMENT OR OTHER BODY; OR (4) THE AVAILABILITY OF UTILITIES TO THE PROPERTY. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 6 of 25 H.4. PROPERTY ACCEPTED BY BUYER "AS IS". BUYER EXPECT AS AGREED OTHERWISE BELOW, ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS" AND "WITH ALL FAULTS", INCLUDING ENVIRONMENTAL AND STRUCTURAL INTEGRITY BASIS, AND ACKNOWLEDGES THAT (i) WITHOUT THIS ACCEPTANCE, THIS SALE WOULD NOT BE MADE, (ii) THAT SELLER SHALL BE AND IS UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH RESPECT TO ANY PORTION OF THE PROPERTY, (iii) THAT THE CONSIDERATION PAID BY BUYER REFLECTS THE EXISTING CONDITIONS OF THE PROPERTY, INCLUDING THE PRESENCE OF ANY ENVIRONMENTAL CONTAMINATION THEREON, AND (iv) BUYER'S USE OR INTENDED USE OF THE PROPERTY MAY BE IMPAIRED BY ITS ENVIRONMENTAL CONDITION. BUYER AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF HAZARDOUS MATERIAL ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON- APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO, TRANSFER OF THE PROPERTY. H.S. SELLER RELEASED. EXCEPT AS AGREED OTHERWISE BELOW, BUYER, ON BEHALF OF ITSELF AND ITS SUCCESSOR OWNERS AND ASSIGNS OF THE PROPERTY, RELEASES SELLER, ITS EMPLOYEES, OFFICERS, AGENTS, AND THEIR SUCCESSORS AND ASSIGNS (THE "SELLER RELEASE PARTIES") FROM AND, TO THE EXTENT PERMITTED BY LAW, INDEMNIFIES AND COVENANTS NOT TO SUE THE SELLER RELEASE PARTIES FOR ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING WITHOUT LIMITATION ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT BUYER OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST SELLER OR THAT MAY ARISE IN THE FUTURE, BASED IN WHOLE OR IN PART, UPON THE PRESENCE OF HAZARDOUS SUBSTANCES AS DEFINED HEREIN ON OR WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT, AS AMENDED 42 U.S.C. § 9601 ET SEQ. BUYER AND ITS SUCCESSORS AND ASSIGNS FURTHER COVENANT THAT IN THE EVENT ANY REMEDIATION OR OTHER ACTIONS ARE REQUIRED AS A RESULT OF THE ENVIRONMENTAL CONDITION OR STRUCTURAL INTEGRITY OF THE PROPERTY, BUYER, ITS SUCCESSORS AND ASSIGNS, SHALL BE FULLY RESPONSIBLE FOR SUCH ACTIONS. THE FOREGOING INCLUDES A RELEASE OF SELLER FROM CLAIMS BASED ON SELLER'S NEGLIGENCE IN WHOLE OR IN PART AND CLAIMS BASED ON STRICT LIABILITY. H.6. SURVIVAL. THE TERMS AND PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR ANY EARLIER TERMINATION OF THIS CONTRACT AND SHALL BE INCORPORATED INTO THE SPECIAL WARRANTY DEED TO BE DELIVERED BY SELLER TO BUYER AT CLOSING. I. Condition of the Property until Closing; Cooperation; No Recording of Contract 1.1. Maintenance and Operation. Until Closing, Seller will (a) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (b) use the Property in the same Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 7 of 25 manner as it was used on the Effective Date; (c) comply with all Leases and other contracts of Seller pertaining to the Property in effect on the Effective Date and all laws and all governmental regulations affecting the Property; and (d) not encumber, transfer, or dispose of any of the Property or Personal Property, except to sell inventory, replace equipment, and use supplies in the normal course of operating the Property. Until the end of the Inspection Period, Seller will not enter into, amend, or terminate any Lease or other contract that affects the Property other than in the ordinary course of operating the Property and will promptly give notice to Buyer of each new, amended, or terminated Lease or other contract, including a copy of the Lease or other contract, in sufficient time so that Buyer may consider the new information before the end of the Inspection Period. If Seller's notice is given within three days before the end of the Inspection Period, the Inspection Period will be extended for three days. After the end of the Inspection Period, Seller may not enter into, amend, or terminate any Lease or other contract that affects the Property without first obtaining Buyer's written consent, which Buyer will have no obligation to grant and, if granted, may be conditioned in any manner Buyer in its sole discretion deems appropriate. 1.2. Casualty Damage. Seller will notify Buyer promptly after discovery of any casualty damage to the Property that is thought to have occurred after the Inspection Period. Seller will have no obligation to repair or replace the Property if it is damaged by casualty before Closing. Buyer may terminate this contract if the casualty damage that occurs before Closing would materially affect Buyer's intended use of the Property, by giving notice to Seller within fifteen days after receipt of Seller's notice of the casualty (or before Closing if Seller's notice ofthe casualty is received less than fifteen days before Closing). If Buyer does not terminate this contract, Seller will (a) convey the Property to Buyer in its damaged condition, (b) assign to Buyer all of Seller's rights under any property insurance policies covering the Property, and (c) credit to Buyer the amount of the deductibles and coinsurance provisions under any insurance policies covering the Property, but not in excess of the cost to repair the casualty damage and less any amounts previously paid or incurred by Seller to repair the Property. If Seller has not insured the Property and Buyer does not elect to terminate this contract in accordance with this section, the Purchase Price will be reduced by the cost to repair the casualty damage less any amounts previously paid or incurred by Seller to repair the Property. 1.3. Condemnation. Seller will notify Buyer promptly after Seller receives notice that any part of the Property has been or is threatened to be condemned or otherwise taken by a governmental or quasi- governmental authority. Buyer may terminate this contract if the condemnation would materially affect Buyer's intended use of the Property by giving notice to Seller within fifteen days after receipt of Seller's notice to Buyer (or before Closing if Seller's notice is received less than fifteen days before Closing). If Buyer does not terminate this contract, (a) Buyer and Seller will each have the right to appear and defend their respective interests in the Property in the condemnation proceedings, (b) any award in condemnation will be assigned to Buyer, (c) if the taking occurs before Closing, the description of the Property will be revised to delete the portion taken, and (d) no change in the Purchase Price will be made. 1.4. Claims; Hearings. Seller will notify Buyer promptly after Seller receives notice of any claim or administrative hearing that is threatened, filed, or initiated before Closing that involves or directly affects the Property. 1.5. Cooperation. Seller will cooperate with Buyer (a) before and after Closing, to transfer the applications, permits, and licenses held by Seller and used in the operation of the Property and to obtain any consents necessary for Buyer to operate the Property after Closing and (b) before Closing, with any Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 8 of 25 reasonable evaluation, inspection, audit, or study of the Property prepared by, for, or at the request of Buyer. 1.6. No Recording. Buyer may not file this contract or any memorandum or notice of this contract in the real property records of any county. If, however, Buyer records this contract or a memorandum or notice, Seller may terminate this contract and record a notice of termination. J. Termination J.1. Disposition of Earnest Money after Termination J.1.a. To Buyer. If Buyer terminates this contract in accordance with Buyer's rights to terminate, Buyer will send a request for release of the Earnest Money to Seller, with a copy to Escrow Agent, to be signed by Seller. If Seller fails to deliver a signed release to Escrow Agent within five days after delivery of the request for release, Buyer may make a written demand on Escrow Agent for the Earnest Money, and Escrow Agent will promptly deliver a copy of the demand to Seller. Unless Seller delivers a written objection to Escrow Agent, within fifteen days after Escrow Agent delivers Buyer's written demand for the Earnest Money, Escrow Agent will, without any further authorization from Seller, deliver the Earnest Money to Buyer, less $100, which will be paid to Seller as consideration for the right granted by Seller to Buyer to terminate this contract. J.1.b. To Seller. If Seller terminates this contract in accordance with Seller's rights to terminate, Seller will send a request for release of the Earnest Money to Buyer, with a copy to Escrow Agent, to be signed by Buyer. If Buyer fails to deliver a signed release to Escrow Agent within five days after delivery of the request for release, Seller may make a written demand on Escrow Agent for the Earnest Money, and Escrow Agent will promptly deliver a copy of the demand to Buyer. Unless Buyer delivers a written objection to Escrow Agent, within fifteen days after Escrow Agent delivers Seller's written demand for the Earnest Money, Escrow Agent will, without any further authorization from Buyer, deliver the Earnest Money to Seller. J.2. Duties after Termination. If this contract is terminated, Buyer will promptly return to Seller all of Seller's records in Buyer's possession or control. After return of the records, neither party will have further duties or obligations to the other under this contract, except for those obligations that cannot be or were not performed before termination of this contract or that expressly survive termination of this contract. K. Closing K.1. Conditions of Closing. Neither party will be obligated to close the sale and purchase of the Property unless the other party has satisfied the following conditions, any of which may be waived by the first party in its discretion: K.1.a. Representations and Warranties. The representations and warranties of the other party must be true and correct at Closing. K.1.b. Performance of Covenants and Agreements. The other party must have performed all covenants and agreements required to be performed at or before Closing by that party. K.1.c. No Bankruptcy. No voluntary or involuntary proceeding in bankruptcy shall be pending with respect to that party. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 9 of 25 K.2. Closing. This transaction will close ("Closing") at Escrow Agent's offices at the Closing Date and Closing Time. At Closing, the following will occur: K.2.a. Closing Documents; Escrow Agent/Underwriter pocuments. The parties will execute and deliver the Closing Documents and any documents required by Escrow Agent and Underwriter. K.2.b. Payment of Purchase Price. Buyer will deliver the Purchase Price and other amounts that Buyer is obligated to pay under this contract to Escrow Agent in funds acceptable to Escrow Agent. The Earnest Money will be applied to the Purchase Price. K.2.c. Disbursement of Funds; Recording; Copies. Escrow Agent will be instructed to disburse the Purchase Price and other funds in accordance with this contract, record the deed and the other Closing Documents directed to be recorded, and distribute documents and copies in accordance with the parties' written instructions. K.2.d. Delivery of Originals. Seller will deliver to Buyer the originals of Seller's Records, unless Seller does not have the originals, and if so Seller shall deliver to Buyer exact duplicates of Seller's Records. K.2.e. Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at Closing and any liens and security interests created at Closing to secure financing for the Purchase Price. K.3. Transaction Costs K.3.a. Seller's Costs. Seller will pay the basic charge for the Title Policy; one-half of the escrow fee; the costs to prepare the deed; the costs to obtain, deliver, and record releases of any liens required to be released in connection with the sale; the costs to record documents to cure Title Objections agreed or required to be cured by Seller and to resolve matters shown in Schedule C of the Title Commitment; the costs to obtain the Survey, UCC Search, and certificates or reports of ad valorem taxes; the costs to deliver copies of the instruments described in paragraph A.S. and Seller's records; any other costs expressly required to be paid by Seller in this contract; and Seller's attorney's fees and expenses. K.3.b. Buyer's Costs. Buyer will pay one-half of the escrow fee; the costs to obtain, deliver, and record all documents other than those to be obtained or recorded at Seller's expense; the additional premium for the "survey/area and boundary deletion" in the Title Policy, if the deletion is requested by Buyer, as well as the cost of any other endorsements or modifications ofthe standard form of Title Policy requested by Buyer; the costs of work required by Buyer to have the Survey reflect matters other than those required under this contract except changes required for curative purposes; the costs to obtain financing of the Purchase Price, including the incremental premium costs of the loan title policies and endorsements and deletions required by Buyer's lender; any other costs expressly required to be paid by Buyer in this contract; and Buyer's attorney's fees and expenses. K.3.c. Income and Expenses. Income and expenses pertaining to operation of the Property will be prorated as of the Closing Date on an accrual basis and paid at Closing as a credit or debit adjustment to the Purchase Price. Invoices that are received after Closing for operating expenses incurred on or before the Closing Date and not adjusted at Closing will be prorated between the parties as of the Closing Date, and Seller will pay its share within ten days after receipt of Buyer's notice of the deficiency. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 10 of 25 K.3.d. Postclosing Adjustments. If errors in the prorations made at Closing are identified within ninety days after Closing, Seller and Buyer will make postclosing adjustments to correct the errors within fifteen days after receipt of notice of the errors. K.4. Issuance of Title Policy. Seller will cause Escrow Agent to issue the Title Policy to Buyer as soon as practicable after Closing. L. Default and Remedies L.1. Seller's Default; Remedies before Closing. If Seller fails to perForm its obligations under this contract or if Seller's representations are not true and correct as of the Closing Date ("Seller's Default"), Buyer may elect one of the following as its sole and exclusive remedy before Closing: L.1.a. Termination; Liquidated Damages. Buyer may terminate this contract by giving notice to Seller on or before the Closing Date and Closing Time and have the Earnest Money, less $100 as described above, returned to Buyer. Unless Seller's Default relates to the untruth or incorrectness of Seller's representations for reasons not reasonably within Seller's control, if Seller's Default occurs after Buyer has incurred costs to investigate the Property after the Effective Date and Buyer terminates this contract in accordance with the previous sentence, Seller will also pay to Buyer as liquidated damages the lesser of Buyer's actual out-of-pocket expenses incurred to investigate the Property after the Effective Date ("Buyer's Expenses") or the amount of Buyer's Liquidated Damages, within ten days after Seller's receipt of an invoice from Buyer stating the amount of Buyer's Expenses accompanied by reasonable evidence of Buyer's Expenses. L.1.b. Specific Performance. Unless Seller's Default relates to the untruth or incorrectness of Seller's representations for reasons not reasonably within Seller's control, Buyer may enforce specific performance of Seller's obligations under this contract, but any such action must be initiated, if at all, within ninety days after the breach or alleged breach of this contract. If such action is not initiated within that period and this contract has not previously been terminated, Buyer will be deemed to have elected to terminate this contract as of the expiration of that period. If title to the Property is awarded to Buyer, the conveyance will be subject to the matters stated in the Title Commitment. L.1.c. Actual Damages. If Seller conveys or encumbers any portion of the Property before Closing so that Buyer's ability to enforce specific perFormance of Seller's obligations under this contract is precluded or impaired, Buyer will be entitled to seek recovery from Seller for the actual damages sustained by Buyer by reason of Seller's Default, including attorney's fees and expenses and court costs. L.2. Seller's Default; Remedies after Closing. If Seller's representations are not true and correct at Closing due to circumstances reasonably within Seller's control and Buyer does not become aware of the untruth or incorrectness of such representations until after Closing, Buyer will have all the rights and remedies available at law or in equity. If Seller fails to perform any of its obligations under this contract that survive Closing, Buyer will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents. L.3. Buyer's Default; Remedies before Closing. If Buyer fails to perform any of its obligations under this contract ("Buyer's Default"), Seller may terminate this contract by giving notice to Buyer on or before Closing and have the Earnest Money paid to Seller. If Buyer's Default occurs after Seller has incurred costs to perForm its obligations under this contract and Seller terminates this contract in accordance with the Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 11 of 25 previous sentence, Buyer will also reimburse Seller for the Seller's actual out-of-pocket expenses incurred after the Effective Date to perform its obligations under this contract ("Seller's Expenses"), within ten days after Buyer's receipt of an invoice from Seller stating the amount of Seller's Expenses accompanied by reasonable evidence of Seller's Expenses. The foregoing constitutes Seller's sole and exclusive remedies for a default by Buyer before Closing. L.4. Buyer's Default; Remedies after Closing. If Buyer fails to perform any of its obligations under this contract that survive Closing, Seller will have all rights and remedies available at law or in equity unless otherwise provided by the Closing Documents. L.S. Liquidated Damages. The parties agree that just compensation for the harm that would be caused by a default by either party cannot be accurately estimated or would be very difficult to accurately estimate and that Buyer's Liquidated Damages or the Earnest Money are reasonable forecasts of just compensation to the nondefaulting party for the harm that would be caused by a default. L.6. Attorney's Fees. If either party retains an attorney to enforce this contract, the party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other costs. M. Miscellaneous Provisions M.1. Notices. Any notice required by or permitted under this contract must be in writing. Any notice required by this contract will be deemed to be given (whether received or not) the earlier of receipt or three business days after being deposited with the United States Postal Service, postage prepaid, certified mail, return receipt requested, and addressed to the intended recipient at the address shown in this contract. Notice may also be given by regular mail, personal delivery, courier delivery, or e-mail and will be effective when received, provided that (a) any notice received on a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday and (b) any notice received after 5:00 p.m. local time at the place of delivery on a day that is not a Saturday, Sunday, or holiday will be deemed to have been received on the next day that is not a Saturday, Sunday, or holiday. Any address for notice may be changed by not less than ten days' prior written notice given as provided herein. Copies of each notice must be given by one of these methods to the attorney of the party to whom notice is given. M.2. Entire Agreement. This contract, its exhibits, and any Closing Documents delivered at Closing are the entire agreement of the parties concerning the sale of the Property by Seller to Buyer. There are no representations, warranties, agreements, or promises pertaining to the Property or the sale of the Property by Seller to Buyer, and Buyer is not relying on any statements or representations of Seller or any agent of Seller, that are not in those documents. M.3. Amendment. This contract may be amended only by an instrument in writing signed by the parties. M.4. Prohibition of Assignment. Buyer may not assign this contract or Buyer's rights under it without Seller's prior written consent, which Seller has no obligation to grant and which, if granted, may be conditioned in any manner Seller deems appropriate, and any attempted assignment without Seller's consent is void. The consent by Seller to any assignment by Buyer will not release Buyer of its obligations under this contract, and Buyer and the assignee will be jointly and severally liable for the performance of those obligations after any such assignment. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 12 of 25 M.S. Survival. The provisions of this contract that expressly survive termination or Closing and other obligations of this contract that cannot be performed before termination of this contract or before Closing survive termination of this contract or Closing, and the legal doctrine of inerger does not apply to these matters. Ifthere is any conflict between the Closing Documents and this contract, the Closing Documents control. The representations made by the parties as of Closing survive Closing. M.6. Choice of Law; Venue. This contract is to be construed under the laws of the state of Texas, without regard to choice of law rules of any jurisdiction. Venue is in the County for Performance. M.7. Waiver of Default. Default is not waived if the nondefaulting party fails to declare a default immediately or delays taking any action with respect to the default. M.8. No Third-Party Beneficiaries. There are no third-party beneficiaries of this contract. M.9. Severability. If a provision in this contract is unenforceable for any reason, to the extent the unenforceability does not destroy the basis of the bargain among the parties, the unenforceability does not affect any other provision of this contract, and this contract is to be construed as if the unenforceable provision is not a part of the contract. M.10. Ambiguities Not to Be Construed against Party Who Drafted Contract. The rule of construction that ambiguities in a document are construed against the party who drafted it does not apply in interpreting this contract. M.11. No Special Relationship. The parties' relationship is an ordinary commercial relationship, and the parties do not intend to create the relationship of principal and agent, partners, joint venturers, or any other special relationship. M.12. Counterparts. If this contract is executed in multiple counterparts, all counterparts taken together constitute this contract. Copies of signatures to this contract are effective as original signatures. ----- This space left blank intentionally ---- Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 13 of 25 Denton Independent School District, a Texas school district � �� ,�� ,�'� „� � �i ��,°� ��"��e � �� „ ��_��. � �_ �� Barbara Burns, President Board of Trustees AITEST: u„ r�� p � ,�`�w � ,�" � ,� �� "�� .._ """ '�� ..��....... ��`'�"�� C��u�las�,_�� v�i�: �, ��c�retary Board of Trustees _.�ww�. � _�_� �" �" � .�.. Date �� .. �� _ � Date Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 14 of 25 City of Denton, a Texas home-rule municipal corporation ..m,. , ..�_.__ odd Hile pu�� T�.�� . ��. ,- man�.. _....� City Manager �� w �, � � ^��, Date �� Approved as to legal form: Aaron Leal, ��r Attor .y �� ,�-�.. � � ��.�.._ �� '�� AGREEM��7" �i�� BOTH REVIEWED AND APPROVED as to financfal and ope�atlonal oblw��w��and �� terms. G ._. r� ��. � �� pa�dm�u�� Date��r��n ��"`�_�.�" ATTEST: CITY SECRETARY CITY OF � � �C"C �"� �i, "�" ��,r� �. BY. �� y ,��.� �� .� �� «� ��, t� „ � ,, � � , J �, ;, , , Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 15 of 25 Escrow Agent's Acceptance of Contract Escrow Agent, by its execution and delivery of this Real Estate Sales Contract, acknowledges it is "the person responsible for closing" the transaction that is the subject of this contract pursuant to section 6045(e) of the Internal Revenue Code and to prepare and file all informational returns, including, without limitation, IRS Form 10995, and to otherwise comply with the provisions of section 6045(e) of the Internal Revenue Code, and acknowledges receipt of a fully executed counterpart of this Real Estate Sales Contract on this day of , 2019. Title Resources, LLC Signature Printed Name Title Date Receipt for Earnest Money Deposit Escrow Agent acknowledges receipt of the Earnest Money deposit of $10,000 required under this Real Estate Sales Contract on this day of _w�ww_www ww_ _ , 2019. Title Resources, LLC Signature Printed Name Title Date Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 16 of 25 Exhibit A Description of the Land and Personal Property Land The Land is 2.703 acres located in Denton, Denton County, Texas, commonly known as 401 N. Elm St., and more fully described as follows: Being all that certain lot, tract or parcel of land situated in the B.B.B. and C.R.R. Company Survey Abstract Number 185 in the City of Denton, Denton County, Texas, being all that certain tract of land conveyed by deed from Baptist Foundation of Texas to Peter C. Kern recorded under Clerk's File Number 96-R0075940, Real Property Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at on iron rod set for corner in the east line of Bolivar Street, a public roadway having a right-of-way of 50.0 feet and in the south line of Parkway Street, a public roadway having a right- of-way of 50.0 feet, said point being the northwest corner of said Kern tract; THENCE N 87� 50' 19" E, 391.92 feet with said south line of said Parkway Street to on iron rod set for corner in the west line of North Elm Street, a public roadway having a right-of-way of 75.0 feet; THENCE S 00° 02' 11" E, 297.85 feet with said west fine of said North Elm Street to on iron rod set for corner, said point being the northeast corner of that certain tract of land conveyed by deed from Arthur Benefield to Loran Kay Williams recorded in Volume 2436, Page 85, Real Property Records, Denton County, Texas; THENCE, S 39� 37' 24" 192.65 feet with the north line of said Williams tract to an iron rod set for corner, said point being the northwest corner of said Williams tract; THENCE S 00° 14' 22" W, 20.27 feel with the west line of sold Williams tract to an iron rod set for corner, said point being the northeast corner of that certain tract of land conveyed by deed from W.A. Calvert et al to The City of Denton recorded in Volume 761, Page 553, Deed Records, Denton County, Texas; THENCE N 89° 48' 49" W, 198. 71 feet with the north line of said City of Denton tract to on iron rod set for corner in said east line of said Bolivar Street, said point being the northwest corner of said City of Denton tract; THENCE N 00° 04' 21" W, 302.84 feet with said east line of said Bolivar Street to the PLACE OF BEGINNING and containing 2.703 acres of land together with (1) all buildings, structures, fixtures, and improvements situated on, in, or under the Land ("Improvements"), and (2) all of Seller's right, title, and interest in and to the appurtenances to the Land, including but not limited to all right, title, and interest of Seller in and to adjacent roads, rights-of-way, alleys, drainage facilities, easements, utility facilities, strips and gores between the described real property and abutting properties, all oil, gas, or other minerals under the real property, and all utility, access, and development rights (collectively, "Land"). Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 17 of 25 Personal Property. All of Seller's right, title, and interest in any personal property owned by Seller as of the Effective Date that is attached to or located on and used exclusively in connection with the operation or maintenance of the Land, including, but not limited to, all fixtures, fittings, appliances, apparatuses, equipment, tools, machinery, maintenance supplies, heating, ventilating, air-conditioning, incinerating, lighting, plumbing, and electrical fixtures, hot-water heaters, furnaces, heating controls, motors and boiler pressure systems and equipment, contract rights, claims, systems, names, goodwill, and other items of tangible and intangible personal property and replacements, affixed or attached to, situated on, or used exclusively in connection with the Land. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 18 of 25 Exhibit B Representations; Environmental Matters A. Seller's Representations to Buyer Seller represents to Buyer that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date, unless Seller has given Buyer notice of any changes prior to the Closing Date that such circumstances have changed due to causes not reasonably within Seller's control. A.1. Authority. Seller is a Texas school district duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to perForm its obligations under this contract. This contract is binding on Seller. This contract is, and all documents required by this contract to be executed and delivered to Buyer at Closing will be, duly authorized, executed, and delivered by Seller. A.2. Litigation. Seller has not received written notice and has no actual knowledge of any litigation pending or threatened against the Property or Seller that might adversely affect the Property or Seller's ability to perform its obligations under this contract. A.3. Governmental Requirements. a. Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property, and Seller's performance of this Contract will not result in any breach of, constitute any default under, or result in imposition of any lien or encumbrance on the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. b. Seller has not received written notice and has no actual knowledge of violation of any law, ordinance, regulation, restriction, or legal requirements affecting the Property or Seller's use of the Property. A.4. Licenses, Permits, and Approvals. Seller has not received written notice and has no actual knowledge that any license, permit, or approval necessary to use the Property in the manner in which it is currently being used has expired or will not be renewed on expiration or that any material condition will be imposed to use or renew the same. A.S. Condemnation; Zoning; Land Use. Seller has not received written notice and has no actual knowledge of any condemnation, zoning, land-use, or other related proceedings affecting the Property or any written inquiries or notices by any governmental authority or third party with respect to condemnation, zoning, or other land-use regulations affecting the Property. A.6. Environmental. Seller has no actual knowledge of and has not received any written notice about any violation of Environmental Laws related to the Property or the presence or release of Hazardous Substances on or from the Property or any adjacent property. Neither Seller nor, to Seller's actual knowledge, any other person or entity has ever (1) used, generated, processed, stored, disposed of, released, or discharged any Hazardous Substances on, under, or about the Property, or (2) transported Hazardous Substances to, from, or across the Property except as reflected in any environmental report, studies, or written disclosure actually delivered by Seller to Purchaser. To Seller's actual knowledge, the Property is in compliance with all applicable Environmental Laws. To Seller's actual knowledge, there are Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 19 of 25 no orders, judgment, claims, suits, or proceedings concerning or affecting the Property relating to any Environmental Law. Seller has not received any written notice of any threatened or pending suit or proceeding concerning the Property relating to any Environmental Law. The term "Environmental Laws" includes but is not limited to any federal, state, or local law, ordinance, order, decree, rule, regulation, or common law in effect on the Effective Date of this Contract or later enacted or imposed, pertaining to health, safety, land use, or environmental protection, including but not limited to the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq., the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water Act, 33 U.S.C. § 1251 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., and any similar state law, each as amended. The term "Hazardous Substance" includes but is not limited to any substance that (1) at any time is listed or determined to be a hazardous waste, hazardous substance, pollutant, contaminant, or toxic material in or under an Environmental Law, or (2) has been or is determined at any time by any agency or court to be regulated under any Environmental Law, or (3) the presence of which requires investigation, removal, or remediation under any Environmental Law, but does not include any janitorial supplies in quantities and strengths normal and necessary for the maintenance of property similar to the Property, if sold, kept, and used in accordance with all Environmental Laws. The term "Hazardous Substance" also includes but is not limited to asbestos and polychlorinated biphenyls. To Seller's actual knowledge, the Property has not been used as a landfill or as a dump for garbage or refuse. A.7. Terrorist Organizations Lists. Seller is not and Seller has no actual knowledge that its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action. A.8. No Other Obligation to Sell the Property or Restriction against Sale. Seller is not obligated to sell any of the Property to any person other than Buyer. Seller's performance of this contract will not cause a breach of any other agreement or obligation to which Seller is a party or by which Seller or the Property is bound. A.9. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and materialman's liens and other liens and encumbrances of any nature not arising by, through, or under Buyer except the Permitted Exceptions or liens to which Buyer has given its consent in writing, and no work or materials will have been furnished to the Property by Seller that might give rise to mechanic's, materialman's, or other liens against the Property other than work or materials to which Buyer has given its consent in writing. A.10. Seller's Records. The records provided by Seller to Buyer for Buyer's inspections will be true, correct, and complete copies of the records in Seller's possession or control. The records that were prepared by or under Seller's supervision and control will be true, correct, and complete in all material respects. Unless Seller notifies Buyer to the contrary at the time of delivery of records provided by Seller to Buyer that were not prepared by or under Seller's supervision and control, Seller has no actual knowledge that such records are not true, correct, and complete in any material respect. A.11. No New or Amended Agreements. After the Effective Date, Seller will not, without Purchaser's prior written consent, which may be withheld or denied in Buyer's sole discretion, (i) enter into any new Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 20 of 25 leases, licenses, occupancy agreements, Service Contracts, or other agreements demising space in or providing for the use or occupancy of the Real Property or services for the Real Property for a term that extends beyond the Closing Date or (ii) amend, renew, or extend any of the existing Leases or Service Contracts in a manner by which the term of the amended, renewed, or extended Lease or Service Contract extends beyond the Closing Date. B. Buyer's Representations to Seller Buyer represents to Seller that the following are true and correct as of the Effective Date and will be true and correct on the Closing Date, unless Buyer has given Seller notice of any changes prior to the Closing Date that such circumstances have changed due to causes not reasonably within Buyer's control. B.1. Authority. Buyer is a Texas home-rule municipal corporation duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to perform its obligations under this contract. This contract is binding on Buyer. This contract is, and all documents required by this contract to be executed and delivered to Seller at Closing will be, duly authorized, executed, and delivered by Buyer. B.2. Terrorist Organizations Lists. Buyer is not and Buyer has no actual knowledge that its partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury or under any statute, executive order, or other governmental action. Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 21 of 25 Exhibit C Seller's Records To the extent that Seller has possession or control of the following items pertaining to and currently impacting the Property, Seller will deliver or make the items or copies of them available to Buyer by the deadline stated in paragraph A.7.: Governmental governmental licenses, certificates, permits, and approvals notices of appraised value for the current year and the last five years records of any tax exemption, special use, or other valuation or exemption applicable to the Property records of regulatory proceedings or violations (for example, condemnation, environmental) Land soil reports environmental reports and other information regarding the environmental condition of the Property, including true and correct copies of any and all professional environmental assessments as well as reports by any architects and engineers that Seller may have contracted to have prepared for its development of the Property. Seller makes no representations or warranties as to the accuracy of any professional assessment or to Seller's ability to rely on the disclosures in any of these assessments. water rights engineering reports prior surveys site plans Facilities as-built plans, specifications, and mechanical drawings for improvements warranty agreements management, employment, labor, service, equipment, supply, and maintenance agreements insurance policies ADA and other building inspection reports engineering reports environmental reports operating and maintenance plans (for example, asbestos maintenance plans) Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 22 of 25 life-safety plans Licenses, Agreements, and Encumbrances all licenses, agreements, and encumbrances (including all amendments and exhibits) affecting title to or use of the Property that have not been recorded in the real property records of the county or counties in which the Property is located Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 23 of 25 Exhibit D Notices, Statements, and Certificates Storage Tanks Disclosure Provider. Notice concerning underground storage tanks, described in section 334.9 of title 30 of the Texas Administrative Code (sample follows). Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 24 of 25 Sample Storage Tanks Disclosure Provider Seller: Seller's Address: Buyer: Buyer's Address: Description of Property: The number of tanks involved is [number]. Attached is a description of each tank (capacity, tank material, and product stored, if applicable). The designated facility identification number (ifthe entire facility is being conveyed) is [number]. The underground storage tank[s] included in this conveyance [is/are] presumed to be regulated by the Texas Commission on Environmental Quality and may be subject to certain registration, compliance self-certification, construction notification, and other requirements found in chapter 334 of title 30 of the Texas Administrative Code. The aboveground storage tank[s] included in this conveyance [is/are] presumed to be regulated by the Texas Commission on Environmental Quality and may be subject to certain registration, delivery prohibition, installation notification, and other requirements found in chapter 334 of title 30 of the Texas Administrative Code. [Name of seller] Date: [Name of buyer] Date: Real Estate Sales Contract (Denton ISD — Seller; City of Denton — Buyer; 401 N. Elm St.) Page 25 of 25