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20-837
ORDrNANCENO. 20-837 AN ORDINANCE OF THE CRY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION (''crrw), AtrrHORiznqG THE EXEwrioN OFA co]vrRAcr OF SALE, ANDAMFNDMHNT, BETWEEN THE CITY, AS BUYER AND SARATAN CORPORATION I, A TD(AS CORPORATION (''SARATAN’), AS SELLER, FOR THE PURCHASE OF 909 N. LOOP 288, DEVrON, DENrON couNrY, TWAS ('PROPERTy), FOR THE PURCHASE PRICE OF $5200,000.oo; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR INCLUDING THE CASH AMOUNT OF $3,395,000.00 TOWARDS THE PURCHASE PRICE; ACCEPTING THE DONATION VALUE OF THE PROPERTY FROM SELLER OF $1,805,000.00; PROVIDING FOR SEVERABILITY; AND, PROVIDING AN EFFECrrVE DATE WHEREAS, the Property, containing approximately 5.106 aaa of land, located at 909 N. Loop 288, Denton, Denton County, Texas, and being more padicularly described in Exhibit “A” attached hereto and incorporated herein, is owned by Saratan; and WHEREAS, the City intends to purchase the Property from Sarataa for the use and benefit of the public; and WHEREAS, Saratnn, under the terms and conditions of the Contract of Sale, attached as Exhibit “A”, and the Amendment to Contract of Sale, attached as Exhibit “B” and incorporated haein, has agreed to sell the Property to City for the purchase price of $5,200,000.00 which will consist of (a) the cash amount of $3,395,000.(X) to be paid by City to Saratarb and (b) the City acap6ng the donation value of the Property of Sl,805W.00 Bom Saratan; and WHEREAS, the City Council finds that its acquisition of the Property for public use and tnnefit is in the best interest of the public; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECFION I. The ncit8tions and 6ndings set forth in the preamble of this C>rdirranw are incorporated by reference into the tx)dy of this Ordinance as if fully set forth herein SECTION 2. The City Manager, or his designeR is authodzed to: (a) execute the Contract ofSaletNtween the City of Denton, as Buyer, and Saratan Corporation I, as Seller, for the purchase price of$52tX),000.00 under the terms and conditions set forth in the attached Exhibit “A,” (b) execute the Amendment to Contract of Sale attached Inreto as Exhibit “B,” and (c) execute any other documents necessary for closing of the transaction contanplated by the Contract and Amendment. w,nw 3. The City Manager is further authorind to make expenditwes as set forth in the Contract SECFION 4. If any section, article, paragraph, sentenoe, phrase, clause, or word in this ordinar©e, or application thereof to any persons or circumstances, is held invalid or unconstitutional tv a court of competent jurisdiction, such holding shall not aaect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. &;/a#z/ ab/}He# -„dThe motion to approve this ordinance was made by seconded by C /d55Z &%+//3 the hnowinM;TZJla the ordinance was passed and approved by Aye Gerard Hudspeth, District 1 : a__ _ Jesse Davis, District 3 : / John Ryan, District 4: / Deb Armintor, At Large Place 5 : / Paul Meltzer, At Large Place 6: / a/'Zaa,a ,4% / . MRR®-XngTmvaR L/Mavor Chris Watts Keely G. Briggs, District 2: / I /~ Nay Abstain Absent PASSED AND APPROVED this the , 2020. ATTEST: ROSA RIOS, CITY SECRETARY L\\1111111 F BqB qIB +ap H P APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY ah-h=== EXHIBIT “A“ DocuSUI EIWBbpo IB 4&aAAD74n&+&1GHB+6MDCFBFeaD CONTRACT OF SALE STATTOFTEXAS i iCOUNWOFDHWON NOTICE YOU, AS OWHHR OF Tm PROPERTY (AS DEFUVHD BELOW), HAVE TW RIGHT TO: (D DBCUSS ANY OFFHR OR AGREE&iENr REGARDniG THE CITY OF DENrONS ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) Im TH OfTHR OR AGRWWNI CONFIDENIIAL9 UNIESS nEW OFFER OR AaRmMENr IS SUBJECT TO CHAPTER B2, GOvmutNnuw CODE ThbC,,bM,fS,k(d„“C„,t,acf)km,&hisdg,I,y ,f /M/,2mo,mud,, as of the date of execution hereof by Buy% as defined haHn (the uEaective Date’), by and bgtwom Samtan %xxation L (referred to herein collectively as “Sella”) and tIn CityafDeatoa, a Twas Home RIde Mrmieipal Corporation of Denton Cotmty, Taas (referred to herein as Buyer) REarALS WHEREAS, Selhr owns that coBain tract of land, being mwproximateIy 5.106 acre bad af land out of the MEP & PRR Survey, Abstract 927, Dm&>a Cormty, Twas as damned in Document Number 200+98930, r%orded in the Denton County Deed Records, md being rmn particulnly ckscrand a1 Exhibit “A” attached henRi and made a part Inwof for all purposes, being located hDenknr Coturty, Tam (the 'Land”); and WHEREAS, Selludesins hi sell to Buyer, aId Buyndwirw to buy Born SeUn, the Land, nwtller with ally aId all rigasorint£leds of Seller in and to adja£art struts, alleys, and adds of way and togethn with all and singul© the improvments and 6xtuns thnwa arId all aILot ridrts and appurt£runces to dIe Land (colledively, the 'TPmperty’). ARTICIE I For the con3idaadon henhrafter set forth, and upon the terms, conditions, and provigons hnein matairnd, arId subjwt to the rwewations herein, Seller agIees to sell andmIaIF to Buy% and Buyer agrees to pw€hase eon Sella, the Property, Seller, subject to the limitation of such reservation made hersin, shall rm've, for thanwtves, their heRs, dwines, succwson, and assigns, all oil, gas, and othu minerals in, on, and uncin and that my b produced from the Property. SoIlu, thea heirs, devisns, nrmessors, and assigw shall not havetherighttouse oraccws the surface ofthe Property, h my way, manrwr, or form, in concoction with or mbta to the rwerved oil, gas, and otbumilrerals and/or related to orploration and/or pIr>dwtion of the oil gas, and other mhrer8 is reserved haein, DocugIgI EnnbH D: 48tIAAa7acb+&l&nB+n@DaF9FaD iachrdiag widxxrt Haautio& use or ucas of the surfan ofttn Pn4ntyfortlnkxadon of any well or drill sitH well hire& whettrervertiml or any deviadon£omvatical, waIn wells, pit aims, nimh a#ivities, talks arad batteri®, phnliaes, roads, elwtHcity orothw utility hMstnrcture, and/w for su18ueat m laual auport Rx any surface facilities or well boreb or my one infrdsku£twe orhwwarraaofaaykilx1 or type in conna:tion with ornlaed to the nguved oil, gas, and athnarirnrals, aWol nlated to the exploration or production of me, As used Inreirb the tma “mirraals” shall include oil, gas, axl all associated hydrrx;artxjas, and shall woRlds (-i) all sulstanw8 that any na8anable exaacdon, mLb& or other exploration and/a prodrr£tion malxxl opaatian, Blues& u panedun would mnrme, (WetB or destroy an wrace oftin ntBuIB arId Gi) all substawes which we at or nmr the wrhwofthe Pmpetty. The ident ofthe parties indo is that the wiring of the term qnirraals” w utiIbedh£reir\ shall be hw£)ardanw vial dut wt &>db in Reed% IW, 597 S.W.2d 743 (Tab 1980). As and basilb dn term “surace of the Pnpeay” shall in£hxk the arm from the surat:e ofthe@rth to a Mr of£vehrmdnd fea (500’) below the swhw ofdle earth and all arms aIx>ve the surface of dn earth Itisundasrx>dttuthePmpeay,uapoahrtbenof,may tn subjecttomexistirBoilmd gas lease and that sub oil and gm lease, to the extent it is valid and subsisting, shall not be subject to SIICk sureno use prohibitiarrs, to the extent provided by law. Howwer, (1) such oilarxl gPS Inse shall be oonsida€dmEx@pdorb as defined below; and (ii) nothing wntairnd haein ahaB be deemed asnoognizirrgthe validity orsutsisteace of such lease and/or operate as arwivor thame ABrllcw]u mQKAaLEH@WIMW 21 Pan&ne Erin. TIn Purchase Pam to be paid to Seller for the PK4rerty is the sum of THREE MILLION THREE HUNDRED NINETY-FIVE THOUSAND and NO/100 Do]lars ($3,395W.00) (ltre'lPwrJrawPdoe’) The atx>ve amormt includes any ulnrrses orpaymmts that Seller may tn entitled to WIder City of Denton Ordinance 20124)73 and Tms Property Code Sections 21 XH3 and 21.M; and, as stated in Par8gwh 3.1- 8, b, 32, aId 35) the Buyer shall pay for all the ClosirB ants, and, as additional consideration for this 8greanera, Seller had>y upHcitty waivw aIry claims it may have under said thesepmvisions, waptttrat the Seller would not 83395 aaIEon at Ck>sing, less its pnmta shan of taxes as stated in Pamgrwh 7.3. 22 Earnest MarV. Buyer shall deposit the sun of TEN THOUSAND and NcV100 Dollars ($10W{}o), as Fannst Money (herein so called) with Alamo btie, 2900 S. Hum S&wt, Suite 30, Fort Worth, Twas 76109, (the 'Title Company’), as aaow agent, within fourteen (14) calendar days aftmtbeERec#ive Date herwf. All interest earned ttrenonsbaa become part of the Earnest Money aId shall be vpKed or disposed of in the same mmm as the original Earnest Money dEPOSit, as provided in this Con&act if the pwbhase coatenplatai Inraxrder is oonswnmated inawonlarBn with the earls and tIle provisionsherw£ theEarne$tMoney, aBother will all haerwt eaa3ed Boreo& shall be ©pHed to the Pwuhase Price at Closing. In all other events, the Earnest Money, and the irltawt accrued thww& shall be disposed of by the Title Company as novi&d in this Cona8ct 2 Deal#1 EIIvekPg la 4&41AAD74n&+61GBBB+MCFOFC2D ARTICLE in mJLABELSInBlax 3.1 TItle Coarrnitneat @ MthintwaHy (20) ukndar days after the Effective Date, Buy% at Buyer’s expense, shall obtain a artrera ComMhn£ra Rx Title Insurmce (the 'Title CarnaritrneaP) for the Pnlnty, issrud by nIle Corr4wD', The Title Commitmart gIall set forth the state oftide to the Prolnly, imhxErB a list of liens, mort8Bes, nouity irrlerwt3, anumbranoa, pledges, assigtrrrnds, claim& chatBe% 1%ws (swfa£e, spa% arirreral, or attn£wise), conditi0% nstHctims, option& nvared mineral or royalty hHawt& corHitional gaIn contracts, rigIts of£rstnfuml, rwtrictive covenants, wcqtions, msm®nts (t6rl4nrnry or pemranmt), right&of.way, UKxoa£hmcnts, or any odIn outstanding claims, interests, walK or aFrities of any nabIn (adr of which me referred to huein as an'Uxr,eption’} @ Along with tIn Bae Carnrnitnrent, Seller shall cause to tn deHwnd to Buy% at Buyn’s sole east aId eHmrw, true and cometit copies of all instmanrts that create or widarce Exwpdons (tIn “Exception Dowrnents’), including those dwaibed in the nIle ComrnitrnaK as ex£eptims to Mach the conveyance will be subjait and/or which are regrired to b released or cued at or prior to Closing. 32 Sun% Within twenty (20) calendar days after the ERective Dale, Buy% at Buyer’s expense, shall atRain a wtrerit on the ground srwcy of the Property (the “Suwey’). The contents of the Swvey graII tn prepared by a nweyor selwted by Buyer and shall include the matters prwcdbed by Buy% which may include but not be limited to, a depiction of the locntion of all roads, streets, asanents aKI rMs ofway, bath on and adjoining tIn Prwerty, watar cows% IOO yar flood plain, fewH, hrqxovemmts, and structures of any kind, and odIn matters provided h hears 14 68, 78, 8, 11,13,16, 18, and 19 of Table A of the ALTA Midmum Standard Detail R£quinments. The Survey shall dwcdtn tlw sin of the Property, in aclu, and contain a aIdes and tnunds dmipdon thereof. Sella shall furnish or cause to be 6rmished my 8f6davits, certificates, assuratices, md/ornsohr6ons as required by the Title Company in aduR> mend the swvey wwption as ncFlnd by Sntion 3.05 tnlow. The description of the Property as set fotth in the Suv% a tIle Buyn’s elwtion, graII in used to descraie the Pmputy h the deed to convey the PmpedytoBuyu md shall tn the dw,dption set forth in the Btle Policy. Notwithstanding the Suvey of the Propaty, dIe Putause Price for the Property, as pngcdbed by Section 2.01, above, shall not in adjusted h the walt the Swvey shall determine the Property to be either larger or salaam than dutdqk;ted in Elhibit “A” attached hento. 33 Review of BIb Oommitmeat, garvey, and Exception Docummb. Brvu dull have a period of fifteen (15) ulardar days (the 'Htle Review Period”) commmcing with the day Buyu naives the last of the nIle Comaatrnent, the Survey, and the Exception Documents, h which to give written notiw to Sel1% specMag Buyer’s objections to one or more of dn items (“Objwtions-), if ally. All items set forth in the Schedule C of the btle Commi&nnt, and all other items set forth in tIle Title Commitment which are nquind to be nlmwd or otherwise satisfied at or pdor tn Cl08in& graII b themed to tn Obj@tions without any action by Buya. 3 D(xxlSlg\ aHeRn tO: 46+IAAD74n&4510 MB+namoFUD 3d Mer’sOb@tioB to Cite; Bayer’s WIt to Tennirute The Sean shall within aRnein (15) calaRb days after Sean is provided notice of Objwtiom, either saas& the Objegtjom at SeEn’s sole cost ad apetse or pn>nvRly rntiO BID'u in writiIB of the Ot8€ctjons that Selln cant w will not ntis& & Sean’supawe. NotwithstaadirB the foMoi% sanenco, Sean MIL in av weld, tn obli©ted to cue those Objections orExceptiow thathave IneavolurBadlypla£ed on or ag4irrgan Waty by ScHer aRm the Effective Date. IfS€11u &ilsornRrns to ndsB' any Objections tha SelkrBnotobligatal to cue within the allowed fiRna (15) alerKl© day period as may be extetHled tv Buy% h its gale discation, then Buyer has dIe option of6ithn: @ waivirrg dn ursdjg£ed Obj@tiotls by, and only by, rntice h writing to Sean prior to Closing, in which walt thI)n Objections shall become Pamitted Bmwdan (Intein so called), or 6 t£rmimting Ibis Cbntrwt tv aotioe in writing prior to Closing aId rwiving back the Earnest Mong, in which lattu event Seller and Buyu shall have no 6rrthw ot>liBdons, on to the athn, with nq)wt to the subja# matter oftIris Contract 35 Title Poliq. At Closing SeEn at Buyer’s sole cost and wperru, shall eau% a standard Twas Ownu’sPolicyofHtle kBw8nw mae PoUcH to be RrnHshedto Buyn. The Titk Policy shall be issued by tIle Title Company, in the aarowrt of the Pwcluw Paw aId insuring dla Buyu has indafeasible &e siaple title b the Proper% subjwt only to tIn PamitldExwptions. The HUe PoHoy may contain only the Permitted Exceptions and shall contain no other exwpdons tn title, with the $taa£M printed or common ©weptioas amended or deleted as follows: (a)suwcy amMan must tn amended ifnqrind by Buyer to read “shortages in armH only (<houdr StIMule C of the ntIe Commitmwt may axrdition amendment on the pnsentation ofan&®ptable swvey and payment, to be txxne solely by Buyer, of any„'®laddidDaaIM); (b)no aeqrtion will Inparnitted for“visible md apparent easemmts” or words to that e6hct (although nfnmce aw be made to any specific easement or use shown on the Survey, if aParnittedEx£eptkHI); (C)no ewvtion willtnpennitted for“rights of parties inposs®sion“,unl®sothuwise agreed by Buy% and (d) no liars will be grown on Schedule B. Notwithstanding dIe aIInItIation of tIn stated aweptions, amardmarts, and/or deletions, Buyer may obja£ to my Exception it deems material, in its sole discretiu1. 4 OK*„S+„Ellv,kW in 4&+rAAD73u&46r©898+nwcF9Fc2D FrIin lb+4 :b ARTICLE IV 4.1 Rw% ParRa Any Bonn mjROvision of this Contract notwithstarBling, tIn obligations of Buynspeci6ed h this Ccxrbaa ue wholly axrditiand m Buyer’s haviw&turnined, in Buy#8 sole and absolute disadiarb dwilrg the period commencing with an ma:tive Date of this C(m£rad and ending sixfy (60) calendar days th€naftu (the “Absolute Review PericxP), based on such q4waiuls, tests, exarniwdow, drxEe& investigations, aId hrqnaions of the Property dIe Buya deeas lnca8aryor&sirable, hcludiIB but Int limited to stUdiH or inspetXiQns to d€teanim tIn axi@tn of av wvimnnrartal hmards or cmditioas, paf(xured at Buyer’s sole cost, that Buyn ards dIe PlywHy suitable for Buyu’s purposes. Buyer is @nated tIn ddR to aoadu£it eagineeri% strdks of the Prqmty, and to conduct a physical in speak)a of an Property, irnluding hw3ectimsdrathvade the swan and subsurfa@ of the Prwerly. IfBuyu detemrhrw, h its so]oju©r©r& dutthe lbr4mty is not suitable, fu any nasorb for Buyer’s iataxled use or pwpD3e, the Bw'n aw ©rnainae this Ccxrt18ct by written notice to the Sel1% as soon as reasonably pacdcabIe, bIrth my wat prior to the wpiratiar of the Absolute Review Paiod, in which an t}reEam€stMrBr£y will tn returned to Buyer, and neithu Buyer aor SeUn shall have any fwan dI dies or obIiplions hwuader. In the event Buyer elects to termhra£e this C;ontmc£ pursuant b the turns offhis ANkle IV, Section 4.01, Bran will provide to Sel1% copies of (i) any and all non40rr6derrtial and non-privileged reports and studies obtnirrod by Bu)nu during the Absolute Rwiew Paiod; and (ii) theSuw% ARTICLE V mMmBW AGWWUBUS 5.1 ReprwmatkIns ud Wannntiu of Seller. To induce Buyn to alter into this Contract and ooasurnaratelln salemdpuwhaseofthe Property in &wordancewiththetemw and provisions herewitlb SeEm rweurds and warrants to Buyer as of the EHntive Dale arId as of the Closing Date, excol#whnespa6c nfamce is made to another date, tInt: (8)To the tnst ofsener’sknowledgq the descrMveinfoaIraim oommingthePlopedy set forth in this (Rmbut iseorrpl@ acwrnte, true, and cone<h (b)1:hae are noatvase or other paIda in possession of the Property or any partttwnof, and no party has Ma &lauted any Koense, lease, or othu light related to the use orposswsioa of the Pnwly, or any part dx;nof, accept those descrR)ed h the nasa, as deaned in ANkle V, Soctioa 52{a). (C)The SeIIn bw gotH md marketable fee simple title to the Property, subject only to the Permitted Excepting. (0 The Sellu has the 6IU right, power, and authority to sell and mayor the Property as provided in this Ckntn6t and to carry out Seller’s obligationslwrwrxler= (e)The Selkr has notrwe}ved notice of, and has no other knowledge or irrfamation oC any 5 Oc,a,$tgnErwbn la454rAA07ao&4sla€90r+cx;2cx:F9nao perwliw or thIaleaed judicial or adrniras&wye action, or any action pending or thIntamI by alj meat landown@s or otlnrp6nons against oraawtirB the Property. (0 TIn Sellu has paid aU real estate and personal pa)poNy axe& assessments, wcises, and lwia that nelwseat& due, if any, which are against or uenlalzd to the Property, or will bedrnas oftln Closing,andth9Prupaty will tn subjwttono stwblim& GO Scllu has URambaated or entered into any 8gnementwihaay rm1 estate broker, agent, an&GU wyattlupadyhroomwtion with this aansa£don a taken wry action which would InuIt harry real ®tate broker commissions or fin&t’s he or odIn fees payable to my odIn lwtywithnspwt &> IIn &ansactim3 contemplatal by this Contraa 6)All Lewes, as defirnd in Artick V, Sectk)n 52(a), walK a identified below in this lnragrqab shaH have exphdorotherwiw termiaaM, and any and allt£nanB or parties owtqwiw tIn lbway puwuaat to the Leases shaH have penImnrrtty abandoned and vaatedtlnPropedy, including without lirnitatiar, allp€t30rral wjMtyofmystnh tenants apartin, on wbefae the date of Closing. SeIln shall assign to Buy©theaisting Leases for United HarMs – Adult DayIHb and New Generation Child Can (baer (NGCCC), 'wB„ty- (1)The Seller is not a “faeign pmon” as deane Ii in Swtion 1445 of the kltecnal R£vmue Co& of 1986, as mended. 52 CRmumts and Agr%mmt3 of Seller. follaws: Seller covenants and agrees with Buyu as (a)Within twenty (20) ealendar days aau the EJFective Date, SeEn, at Sean’s sole cost mrd eHnnw, shall &liver to Buy% with respect to the Property, &w, coaect, ala complete wpiw CIf the folkywing: (i)An lun agreements and/or occupancy agnemarts and/or licmsa of any kind or tutu@ Of ual, Seller shall provide to Buyer in writing the following infomradon: (a) Partiw to the 1%se, 8grwmaH, and or license; (b) dendption of the }xoperty subjea to the lease, agnemwt, and/or license: (c) length of tenancy; (d) considaaao© tning paid, (e) temrination date of the lease, agreanmt, and/or Gunn, or, ifteaninable at will or upon a specified prior notice) nlating to the pa$se$sionofthe Property, or any part thewo£ including any md all modi6cations, nTpianent3, and amendments thereto (the 'tLeases”) (b)FIm the EfFective Date until the date of Closing or carEw teanination of this Contract, Sclla shall: (D Not enter into any written or oral contract, lean, easement or right of way agnema& conveyance, or any other agreement of any kind with respwt to, or aawting, the Propedy that will not be fUlly performed on or before the Closing or would b binding on Buyer or the Property after tIn date ofClosing. 6 DllaISIOn EnvdaOe la 4&+IAAD7aC&+61&B8B+HaDCHDFCaD (ID AdviwdreBuympmrptly ofanyEtigdiorb arbitrzlkrn, oralrrriaistr8tive beadle or clamsrdabd dIne&b wnnning or afB6tirB dre Wear (iiD (iv) Not take, m mit to tak% any action that would InuIt in a violation of the njBeserHations, w8rraatin, ooverwil& mId agmelnetrts of Seller. Not sell, anign, Inse, oreoavey any right, title, or hHere$twtutKnvu ia or to the Pa)perth a awe, grunt or permit to be 8ttu:bed or pafect8d, any Hell erKxradx8tI% or charge thereon (C)Sellu shall h{ktnni§r and hold Boer bannIng, to the extent pctrtritled by law, aom all kiss, liability, arKl apar®, hcludin& without limitation nasaaable attorneys’ fees, &tsing or hMnrrred as a nsuIt of any liens or clabtu nsulting &un blur or materials fuaidndtntlnnopeayurar any written or anl eoaawts uisirIgormtered into prior to Closirl& (d)On or Infue Ck>situ, Seller stnII runove (i) my waste mataial ot tbtxis tlrat are kmted upon, or may ®crmulde or oth£rwiw tn placed all, the l\r4iedy (tIn “Waste Matedal’), from the Propaty ard dispose of game in accordance with all 8lplic8ble statutes, n©rhticxB, al1% Olders, and ordinanca; and (iD all pasomlpwpeay' Born the Propnty. It is apnsslystipuldBdth8t (i) the Waste MaterialsIBUtndeealodatall times the pmpew of Seller; and (Ii) Buyer may retain, destroy, or dispose of any property, of any kin M type, left or ntnaining on the Property at Closing (the UAbandarnd lbopetty”), without liability of any kind to Buya and without payment ofoonsideration of any kind to Seller. in the wwt Buyu shall elect to store said Abandoned Property, Bwm may store such Alwrdoaed Prr4Hrty h the nam, and at the expense, ofBrvu. 5,021 Warranty of Bay% “A&Is” Property Cmdition. Buyn nlnwnts and warrants to Seller that it hu made, or will make prior to Closing, all indqendartinwaion and evaluation of the Property and ackrwwledgw that Seller has made no statanents or npnscntations concerning the pnseatorhrtun valueofth£ Prwafy, or the condition, hchrding dn eavirmmarbl condition, of the PmImty. Exmpt asottnrwise 8pwifially represented and warranted by Seller in this Contract, SELIER MAKES NO RmRESENTATiONS OR WARRANIEBS, EXPRESSED, STATUTORY, OR IWLIED, AS TO THE VALUE, QUALITY, QUANrrw, PHYSICAL AND ENVRONNEHrAL coNDmoN OF THE PROPERTY, AND/OR MATERIALS CONrAiNET) OR LOCATED ng, ON, OR UNDER un PROPERW, T}nENATURE OF THE PAST OR FBsroRic USE OF THE PROPERTY, AND/ORbmRaIANrABbITY OR FFINESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further a£rwwledgw that it has relied solely upon its independent evaluation and examination of the Pmpertb lnblic rwords nlating to the Property, aId the independent evaluations and studies based thereon. Seller man no wanurrty or npteseatatioa as to tIe aww8cy, aompl€terress, or u3cfuhless of any infonrndon furnished to Blum, if any, whether furnished by Sella u any third paW. Sella awunw no li8bRhy for the WWIWb gmplderrew, or wefuknss af any material fumished lv Sean, if ally, and/or any othnpasoa or paW. ReEaan on any martial so fwnished k exprwsly disclaimed by Buyer, and shall not give rin to any cause, claim, or action 8@inst Selln. 7 D(nIsell EnvBkW IU 4$+1AAD7ao&451GUBb80C2DCF9FC2D £3 Cwmut3 arId Agnernents of Buyer and Seller. Buyu ald Seller covenant and aBee witE the adur as follows: (8) Sean shall rmwe all of Seller’s personal property, trade axtur% aId any other property of Sel1% arMyting tIe buildings, structures, irrpnvemaHs, and otIn facilitiw that are fixtures, otlnr than truk 6xhIrw, to the land ('Kbe Fixtures”I (SeUn’spa4nty dwidbed aIxive, Ins the Fixtur% is herein caRed 'Seller’s Penaaal Ptnperty’I Rum tIn Property on or tnfon the Closing Dae £4 Suntnl Bqoad Clwhrg. Notwitlrstanding 8nytlrirB to tIn axltnry contained in this Contr8a, thenrnarbdar% mnanties, covararrtb and agnemerdsofSeUn mdBuyerconained h this Conb3£# dull wvive the Closirrg, and shall not, in any cirwmstarxz, be merged with the Special Warranty Deed, as d®crR>ed in Article VII, Seetion 7,2(8). ARTICIE VI mmaB&mEaE2EBDLnEmmB£AWE 6:1 Mbrmanoe of Sdbr’s ObIWon& Buyer is not obI@led to pafum under this Con&act uraws, within the designated time periods, all of the foUowhg dIalI have owuned: (a)Sellu has perfixrrnd, fumished, or caused to be furnished &>BtvaalliMwnquind to be so perfomredorfumished urdu other sections of this Ccxrtra£t;md (b)Sellucwnor Brwrwaivainwriting,withinthetinnpakxls weci6edin Article III, all of Brwu’s objections made in wcoalance with ArtIcle IIL 62 Brucb of SaMs Reprweatations, Wanaatie$ Cwmaats, and Agnearent3, Buyer is not obligated to perform under this Contract unlms all represartxtions, wulantics, covmants, and agrwmerrts of Seller contained in this Contrwt are true and called or have been performed, as applicable, as of the Closing Date, except whue 9®i6c nfamce is made to anothmdate. a Advuw Change. Bu)rm is not obligaled to perform undw this Contract if, on the date of Ck)sing any poltion of the Property has ben oondeamed by an aaily odIn than Buyer, or is the subj wt ofwndarrna6ar\ emherrtdomaiq or other material prweediaginitia@d by urmtity other than Buyn,ortlre Prolnrty, or any parttherw£ has tnen matnially or advasely impaired in any alaiBlar a Rwkw EniM Buyer is not obli8ptod to perform undn this Contract if Buyer delivers notice to SellupumurU to Article IV, Section 4.1 that Buyu has dct£rrnined that the Property is rmwiable to or for Brvu’s puljmes. 65 Bwyer’s RMt to Waive Conditions Precedent Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer’s option, elect to waive any of the conditions 8 D„,.„SHE.vdarBla4&UAA07aC&46ra888&6CE20CF8FCaD pnceder£ btlnperfotnaaaae ofBuyu’s obligations undn this C(ntr8ctbygtdng to the Seller, at any time prior b Ck)@ a written waiver sp%ib'ing the waived eorKEtionpnMaE 66 Bayer’s Tennimtioa if Condition Pruedmt Not Satisaed or Waival if any of the conditions pmedera to tIe puformanw of Buyer’s obligations urxkr this Ccntrwt have not been £is6ed by Sean or waived by the Buyer, the Ba)ru may, by giving written notice to Seller, t£mrirrdethis (batlad OaBuya’s termination, tIn Eanrest Money dla]Itn irnrrrediate}ywtuIned to Buyu by tIn Htl£ Con4)any. The Seller shall, on written nqwst £om Bran, lxoa9tly issue du itrstnlctbmnecwsaryk) instruct the Utle Coa4nny to letHal to BuynttnEanrwt Money ©rd, thawfte& mega as otherwise provided in this Contract, Buyn and Selkr shall luve no further obli@dow undn this Ontra£t, one to the other. ARTICUE VHHams 71 nate and Place of Closing. TIn Closing (benin so called) shall take place in the offices ofthe Title Company and sha be accomplished ttwugh an aaow to tn established with the atle Cou4wv, as waoww. The Closing Date (haein sometimw called), shall tn ninety (70) calendar days after the EEective Date, unless otherwise mutually agreed upon by Buyu and Seller. 11 (8) IteirIS to be Ddljyend at the Ck)sing. Seller, At the Closing, Seller shall deliver or muse in k delivered to Buyn or the Title Cba4nny, at the aqnnse of the party designated benin tIn followhgitm3; (i) ai) The Title Policy, in the R}In specified in Article III, Sutton&5; The Special Warranty Deed substantially in the fom as attached hash as Exhibit 'B,” subject only to the Pamitted Exceptions, if any, duly exwuted by SeIlw and acknowlabed;and OH)OdIn hears reasonably nquested by the nIle Company as adminis&ative nquinannts for consummating tIle Closing. (b)Bayer, At the Closing, Buyu shall deliver to Sellw or the Btle Con4wry, the following iterrn (i)The am nquind by Article II, Section 2.1, lew the Eamest Money in the fam of a check cashia’s check, or other immediately available fUnds;and CID (>thu Roms reasonably nquested by the ntIs ComInny as administrative nquinment8 for consrmHnating the Closing. 13 Adjwhnwh at CIesing. Notwithstanding anything to tIn eonkaty contained in this Cona:aat and without limiting the general application of the pmvisiom of Section 53, above, 9 DocuWI BwBk4H la 4541AAD7#O&451G89D+amCFgFWD tIn p©yjsiow of ais Article VII, Section 73 graII wwtve the Cknia& The following item graII be adjusted or paxaed tntwem Seller md Bu)rn with nqiwt to the PmpaV: As ptDvided hr par3gr@hs pm&ding, the Seller shall rueive net $3395 million at the Closing. The le@1 few of SeMs own cwnsel h negotiating, pnpalhr& aId closing the halwaion wrHemplatod by this CallBaa are paid for by the Seller. (a) Ad valaem taxes ntabng to the Property for the calardu ywinwlach the Closing shall own graII be pro£ated and submitted tv Sell@ to the lkabia County Tar Assessor as of tIn'Clo$ing Date. Ad v8lmw tax for the mluldar year in which the Closing shall ocau shall tntenMd under Texas Toe Co& Section 26.11 . Iftln actual amount oftaxes for the calendar yeu ia which the Clodng shall maw is not known as of the Closing Date, the proratioa at Ckwing shall in based on the mrormt of taxes due aId payable with mspeat to the Pn4lerty for the pleading calendar ym. Selln sW pay for those taxes attHbutnble to the puicxl of tian pbr to the Closing Date Wudiag, but not EmiM to, subsewmt a$nswarts forpioryars due to change of land usage or ownership omuning prior to the date of CkBing) and Buyer shall py for those taxw atRRxrtable to the period of time mlmwing with the Closing Date. % Pw©don at (lcning. Posswsion of the Property shall in delivaed to Buyer at Closing and amdtng. IS Outs of CX08hg. Ea£h party is responsible for paying the low1 fees of its counsel, in nwodatilIB prqwin& and closing the hansadion cmtunplatod by this Conawl S6llu is nspansaile for lmying fms, costs, and exlnnsw identified herein as tiring the nsponsibiHty of Seller. Buyer isnsponsible for paying all ottlu fees, costs, and axl>urges related to(losing. ARITaEVDUWHHaHm &1 (a) SeRu’s Defanlt8 and BtDer’sRemedim Sean’s Ddaah£ Sena is in default under this Contract on the owwrenw of any one or mae ofthefolk>wingevmts: (D Any of Seller’s warranties or repnsmtatims contained in this Contract are untrue on the Closing Date; (iO Seller has to meet, comply with, or perfonn any aovmant, agreement, condition pncHeat, or obligation on Seller’s part nquind within the time limits and in the mamrrquhed in this Contract; or (iii)Selln fails to deliver at Closing the itenw qncified h Article VII, Section 72(a) of this Con&wt for any reason other than a default by Buyu or tumination of this Coatlwt by Buynpusnant to the terms her60fprior to Closing. 0)Buyer’s R8mediu. If Seller is in default under this ContI@ Buyer as Buyer’s remedies for the default, may, at Buyw’s sole option, do any ofthe following: 10 O,lalqW aw,bee ID: 4$4rAAa73Ac&+51cwB+61X;2CnF9FC20 (D TeaninatB this Conbact by written nodw <kBveted to Selln in which event the Buyn shall be entitled to a nturn of the EamHt Money, and Sena shall, prua4>tly on writtuI ncFnst aom Buyu, execute and deHvn ally docrments necessary to aim the Title Com]nay to nturn to Buyer the FnnrestM£xrey; (ii)Brfmw wecific pufomann of this ContmX a@irrst Sel1% nquiHng Sellw to cmvey the Property to Buyu subject to no liar& awratrbranaw, exwptions, and oa£rditions other than those shown on the HUe Ckmtnitrrnat, wha€upon Buyer shall waive title obj&tions, if any, and acEH# anh title without reduction h Purchase Pace on a®ormt of title def<Xs and shall tn artitkd to assert any ridrts for daung® based on Seller’s repnsent8dons, warrantie% and obligatimrs that are not waived by Buyer by its acceptance of Seller’s title; ad (iii)Se€k ottm ncoww or relief as may be available to Buyn at or by law, equity, contract or otherwise. 82 Buyer’s Delault and Seller’sRemedi% b)Bgyer’sDahalt Buyn is in de huh under this Cm&act if Blw ails to deliver at Closing the ihaw weci6ed in Article VII, Section 7,2(b) of this ConRad for any reason other than adennIt by Sellnutxler this Contract or termination ofthis axlhad by Buyu pursuant to dIe terms henofpriortoCIosing. @)Seller’s Remedy. If Buyer is in default nadu this Ccm&wt Seller, as Seller’s sole md exclusive nrnedy for the default, may, at Seller’s sole wtion, do either one of the foUow@: (i)Tennirwe this Contract by written notice delivered to Buyn in which went ILe SeIla shall tn entitled to a ntun ofareEarnwt Money, and Btvu shall, promptly on written nquwt from Sean, execute md delivu any docrmrent$ nwessary to cause the ndc Company to return to Sean the Eaanst Money; u (ii)Enforw specific performance of this Contrast agahrstBuya. ARTICIE U BaswLLwaw 91 Notice. All notices, demands, requests, and other cmmmica6ons nquMhneunder shall tn in writing, delivued, unless wpnssly provided atlrerwi se in this Contract, by telephonic &£simile, by hand delivery, or by United States Mail, and graII be deemed to tn delivered and rweived upon the earlier to occur ot (a) if provided by telephonic hmimile or hand delivery, the date provided, aId (b) if provided by United State Mail, the date of the deposit in a ngulady maiat8bred rwepta£le for the United States Mail, registered or certified, ntum rweipt requested, postage prepaid, addressed as follows: 11 DoaHp DneR#B HE 4&41AAD74AO&461&B8B+60C2DCF9FCZD SFfT;IdF:R:BUWL Skntaa Corporation 1 125 Twh Lakes Drive Double Oak TX 15WI Dearura Cody, Deputy Dhwtor chIa8lPIDjWbRuIEst,to 216 W. hhdtmry sma Denton, Texas 76201 Telnopy: (%O) 349-8951 COjin to: For Seller: by email: sgbhagwat@h( ForBuym dl.can Aaron Led, City Attorney City At&rmw’s oaice 215 a McKinwy Denton,Tm® 7620] Telnopy; (940) 382-7923 Telecopy: gU GwerningIawandVenae. This Contract is tiring a1WIRed and dellvemd and is intarded to tn performed in the State of Tens, the laws of Twas governing the validity, construction, enforwmer& and intupntaHon of this Conbw£ THIS CObWRACF IS PERFORMABLE IN, AND T}IED(OLUSIVEVHNUE FOR ANY ACHONBRouwrwiTH RESPECT IWRBro, SHALL LEE IN DEVrON COUNTY, TEXAS. gB Entirety aad Amendmeat5. This ConRan mtx>din an artin agreement between the lwtiw md 8u£m8edes allprior8gnemmts and rmdustandings, if any, related to the Pmpetty, and may be amended or supplemented only in writing executed by the padyagaind whom enforcement is sought M Partk5Bonnd. This Contract is binding war and iaurw&)theban6t of Sean and Buy% and their les>ective devise% heirs, suwwson, and awbns. IfmFregted by Buyer, Sean agtees to execute, adknowledge, and rword ammoandm of this Contract in the RmI Property Records of Denton Cormty, Twas, hr4mting notice of this Colluna to thepubHc. 95 Risk of Inn if any damage to the PIuperty shall wcw lxior to closing, or if any condearnation or any minart domain ptoce€dings are threatened or initiated by an entity or Indy atIm than Buyer that might result in the taking of my portion of the Property, Buyer may, at Buyer’s option, do any of the following: (a)Tertnirute this Contract and withdraw earn this transaaion without cosE obligation, or liability, in which cage the Earnwt Money shall be immediately wtwrred to Buyu; or 12 DaaxWl ElludcW IQ 4&41MD7.aAc&451@B8B+50c2DCF8Fc2D (b)Caasurnmate this COIl&act, in which case Buy% with rwpca to the Property, shall tn altitled to rewiw (i) in the case of damage, all inswum pa)ends, if any; and (ii) in the case ofminent domi& an proceeds paid for the Plotiedy nI&d to tIre mann domain pw.dh,P, Brva shall have tea (10) mlmdar days after rweiptofvHttar rwtificatioa from Sellu on dn amI settlement ofall condemrration prwndingsortnnuana clams related to damage to the Property in which to make Buyer’s election in the event Buyu elects to close prior &isrIch SIId wtdemwt,thmthe Closirrg shalltakepla£e a8providedinAr6cle VII, above, and tIme shall be assigned by Sell@to BuynatCknin&inRxrn and substance satisfactory to Buyer, all &rlerwtsofSellu ia and to any and all tnqurarm paneeds or eondmrnatioa awards whiM may k payable to SeEn on account of suM event in the event Buyer elects to ok)so upon this Can&actaftu final settlmmt, as dw:dbed above, Closing shall be held five (5)busiaws days after such final settlmwt % $\rrtbu Anuranew. In addition to the acts and deeds 18CitOd in this Contract and ant6uwIMd toU perfoaned, aiwuted, arId/or deHvaed by Seller aId Buy% Seller and Buyn aBee to perform, o£ecute, and/or deliv% or cause to tn performed, anuled, and/or ckhvend at the ClosingoraR£rtheClosing, any further deeds, acts, and assuranc® as an wasonably necessary to axrsuaunate the transactions contemplated haeby. Notwittwtanding anything to the contrary gontatrnd in this Conhwt ald without Ibniting the gwent application ofthe provisions of Sa#ion 53, above, the luovisions of this Article IX, Section 9.6 shall nrwiveClosing. Q7 Time b of the Ejgsenoe, it is expressly agteed betwwn Buyer and Seller that time is of the %sarmwittr nspcci to this Contract. 98 Exhibits+ The Exhibits which are refererwed in, and attached to this Contract, are incorporated in andmade apart oftIris Contract for all pwposes. gO Delegation ofAathority. AuthoHty to take any actions that an to be, or may be, taken by Buy@wRlu this Contract, including without Hmit8tiorb adjusanna ofthe Closing Date, are her@ delegated by Buy% pursuant to action by the City Cormca of Denton, to Todd HileawI, City M8nagn of Bw% or his designee. all) Contract Eruution. This Contract of Sale may be awuted in any mmber of camterpgrts, all of which taken together 8hall constitute one aId the same agreement, and any of the partiw tI@eto nay wocute this Agreement by signing any such axurterpart gII Bushw Day& if the Closing Date or the day ofpmformamenquirui or pemritled under this Contract mls on a Satwday, Sunday, or Denton County holiday, tbl the Closing Date or the date of such puformanoe, as the case may tn, shall be the next following regular business day. 13 D,aar,&„Bkn n,4641AAa74Ac&46r&89BWJat£Fwc:2D SELIER: SARATAN CORPORATION I PRESDHNT Executed by Seller on the 3#4#020day of 3/24/2020 2020. Ir D]:h) C Exwubd by Burn on dna#day of__2020. t11111111 ATTEST: ROSA RIOS, crrY SECRETARY 1]F!!!Ic &Ha HE ba&h& C++ REAL WIATECAPrrALAPPROVHDAS TOLEGALFORb£ REV[EIyHD ANDAPPROVHD AS TO Finawia1 and olnratianal obligations and Bugwss tern& DoaMI EflIBbP ID: 4&41AAD74Ao&+916a8B+50c2DCF9Fc2D RECEPTOr AGRm£uw BY TTrnE coBaPAivr By its wocution below, Title Company acknowledges rueipt of an mended copy of INg Can&act Title Con4nny agrees to eanplywitlr, and be txJund by, the terrns and provisions of this CDa&act, to perforar its duties pwsuaa tD tIn provisions of this ConBad, and to Gon4>ty with Sudan 6CH5(e) of the Internal Revwue Code of 1986, as 8merxled from time to time, and as fbahu set forth in ally nguIMms or forms pmmIllgatedtlnraulder, TTTLE COMPANy: Alamo Title Attention: Lavonne Keith 2900 SHula Stlwt, Suite 30 Fort Worth, Texas 76109 Direct – 817-921-1215 Fu817-37th613 i By: Printed Name: Title: Contrwtrweipt date:2020 15 [X-uSM&--k4BIO;454rAAD74AObar to Contract of sa Legal Dnaiption EXHEBrr“A” SW JOBa la6eb8ddbdrbMdhleHp+HRUb Benn gB, barrel RIn ulbdB e let dg eobd ILIH #8 bd dbda AMP IIadbChln & HIll &aLlb6w ed tHat Cb% -ana##b BblqSXI Pva& d l8hHRuK+dDnln OrI n_al brIg hd me &wI dIni-a duMb/adbBalwlh-MMb in BHa+dR BbB #4 Ap a$ d he-hHI PIWVRBBa er Og%OK;# talIH,BdNlqnvBMdHnbde&bee IBHrB8d8u&harnn#hdd8eHM8duwd8elb&BmhnbMK rBlb,R£adae.,ed u&llwMlorHalrdgbg;tdhHnesrHbdrdbIHa& urwIHuuyaWatb FleabBb HeaRd&hMdhqMI&In+dtubnQll©bnMBblhr h $Bnd&udngb©b.ubqaB(e nhh dM rW # +qI BBIEhgMWbl dHlIBndlbdadUBIR lbnl wnad alam 9#WW' U eaHa6lWt Babes&WIHlnBad hRH bun 9rAMW Brtedr&ned8Ltebt be SUjrFHnHRat &Hd&urn gael## SgI e&bn dWI hd bet/,I Ub lead hBddb8nBUB+aRW de hH dMg a do#U bydHdbaegwha8 all CUt engWh UntilA ewsltd$8DgHhembdlhbI BeIEHB8leH7W Uga hMnduleHlgMa hIll;nMe a;Ad NBa Inthe tAhdhnHHbpddbMtwhl4a&dnwddd Ost &Id • I 3DlIBE+arwV6&8lhthB#dhduteuteute&hnBdatgIht bel/IhhlutHh#dhadwudnHOnllml: WE&BAaIFW bIR HIb Ihua h daB&qd h# a Bends&# be OII HI in nI had h aIHHIE Baa&#B IInn:&# ## garbbd8Had bldg Un dUI bd betA la lund lab eBBlc WISeBBBVU&d sII b+urbBqdaHOM hds&&udtaHO leah aeRHI fF aaIBB ed OUWe&t6H8elbdMS eliB adUbl4d)d bay wwb ad RwgMd 16 DoaxW Blnbp8 IU 4541AAD74M&451&B©B+nC2DQFgFaD EXHnEBrr'w 10 Contract of Sale NancE OF CONfIDENTIAIITY RIGHTS: IF YOU ARE A NATURAL PERSON. YOU MAY REMOVE OR STRnaE ANy OR AIL OF THE FOLLOWDtG HVFORMATION BROM ANY H{STRUM©W TUAT TRANwms AN HVIHREST nv REAL PROPHRTY BEFORE IT IS FInED FOR RECORD nt THE PUBIIC RECORDS: YOUR SOCIAL SECURITY NUmER OR YOUR DRIVER'S maNSE NUMBER SPECIAL WARRANTY DEED STATE OF TEXAS § §COUNTY OF DENTON IOVOW AIX hMI BY THESE PRESENTS That SaIMan Corporation 1 (wllwtively, Lucia called “<3rantoPa 125 Twin Lakes Drive, Double Oak Texas 75077, for and in consida36on of the stm ofTEN AND NO/100 DOLLARS ($ 10.00), and other good and valuable consi&ration to Crank)r in hand paid by the City of Denton, a Texas Home Rule Mwicipal CorFnraUon (huein called “Grantee’X 215 E. McKinney, Dental Twas 76201, the rweipt and suHicimcv of which are haeby ackrrowledged and oonfessed, has GRANTED, SOLD, and CONVEYED, ala by then presents dug GRANT, SELL, and CONVEY, unto Grantee all the waI pmperty in Denton County, Twas being particularly dewdbed on Exhibit “A” attached hereto and made a part hereof for all purposes, and being located in Denton Cormty, Taxa& togethu with any and all rights or interests of Grantor irl and to adjawnt streets, alleys, and rigIts of way and togdha with all and singular tIle improvements and fixtures thueon and all other rigtM and qpurl£nances tirewto (collectively, the 'Tropert)'’). Grantor, subject to the limitation of smb lner%tion made huein, reserves, for itself, its heirs, devhes, gucwssors, and assigns all oH, gas, and other minerals in, on, and undw and that may be produced Roar the Properly. Grantor, its boils, devisees, swcessors, and assigns shall not have the riga to use or access the safme of the Property, in any way, manner, or form, in connection with or related to the reserved OIl, gu and othn minerals and/or nlated to explomdon and/orpmduction of the oil, gas, and other minerals nsewed hnein, including witltout limitation, use or access of the surface of the Property for the location of any well or drill sites, 17 Dea1%) BwBbP ID: 4541AAD7&Hb451&BgB+mCF9FaD well botegwtwtber vertical or any deviation awa vatM, water wells, pit areas, seismic activities, tanks or tank batt£de& pipelines, loa& el@tdeity or odIn utility hrfrasbucturre, and/or far $ubja£eat or lateral suwoH for any surace bcili6a or well bales, or my other infrwuuctwe or iayxovment of any kind or type in connwtim with or related to the rwnved oil, gas, aId other minerals, and/or nla£ed to the wplor8tioa orpnHwtioa af same. As used herein, the term “othn minerals” drall hnhrde oil, gas, md all a®ocia£ed hydnmrtx)ns and shall wclude (i) all substancw tInt any reasonable extraction, mining, or other wplarzHon and/or paxtuction method, operatiob pIma$ or pax;edun would consume, deplete, ordesboy the surface ofthe Prolmty; and (i)1 8llsubstan®s which are at or ne©the surface oft:he Property. TIle intent ofttn paNes heIsto is that llwm@ningofttn term “othwminwals” as utilized herein, shall be in accordance with that get Rxth in Reed v, Wylie, 597 S.W.2d 743 (Teb 1980). As used bomb, the term “surface of the Pbopedy” shall include the area from the surhoe ofthe eaRh &> a deM of five hundred feet (50(F) tnlow the surface ofthe earth and all areas atx>ve the surface of the earth. Grarrtorhenby assigns to Grantee, without ncowse or representation, any and all claims and causes of action that Grantor may have for a related to any defects in, or injury to, tIn noperty, TO HAVE AND TO HOLD the lbopaty, together with all md singular the rights and qipwt£nan®s thereto in anywise belonging unto Grnlrtw and Grantee’s successors and awigns foley% and GrwItor does hereby bhd Gantu and OmaR)r’s successors and assigns to WARRANr AND FOREVER DEFEND all and singular the Property unto Grantee and Gmnt#s succasors and assigns, against every person vdromsoev© lawfully claiming or to claim the same orally part thawf when the claim is by, through or under Crankx but not otherwise. EXECUtED the day of_2020. 18 On,ag,&„,bp8 la4541AAD73AC&+#tcn98WE20CFW2D SARATAN CORPORATION I BY: SUDA BHAGWAT, PRESHDENr A(:KNOWI4RTIGMEHFF THE STATE OF $ couNrY OF ! This iIlstrumeat wu acknowledwd tna>re me one onbehalfof 2020 by Notary Public, State of Texas My comrnission expires: Upon Filing Rstrrrn To: City of Denton Development Swvio® Annm 216 W. MuIbelly SUnt Denton, TX 76201 Atta: Deanna Cb<b Deputy Dim&x Capital Projects – Real Estate Property Tax Bills To: City ofDeatoa Finance Department 215 E. McKinnqr Street Denton, Texas 76201 19 CXK”S®E11wbn ID: ++1 A4073Aa&461Ge98+60mcFscaD Exhn)it “A” S@lWmaaty Deed Legal DwcHptioa To iF4aiD BIIBo hd dbd&ddbbIHP+HRUbb MId u IIi& lbNl al hn adUMeid de Rad SUIt UBhddbda&18dIiadb all!- R IIHK ah L hlIHI IEd ndat e-anb neIH blUeeSR hp ell d b4Deu8u#rbdllnhnau4b Inn aHUehdM8 &ni d &d&&eUbr&db&niIFUwbb tal Blnalldh H_IRe 4Ht U as +eiRe hlpellmia–d - De&a Cod.bran auqmBM+nIH a &be laIHIBd+tnHtuBdBHddaBMBoBd wwdHHbBBMhagjBn&lIRbudulh+nIt aal8bwthad gHIHrde8adbdndBad&&dbA ant Ibn mH#dwaeQruibaghb lb Ma Wr314 d 8B6dhqdrRRl11bdlh&Ban© bn nnUhl heb nd&Bd9bb WH8 tse aB{enUb gWr IUI- deqI ' BeRth emIIIOd\dkeendaBdaHbe aB 9BUnIBunB•d Blew % UBfi# He IHU dWI IrdbeSUljpbqnrRhRd benn W tHIGH h8Le&&MdlIRg brI b6sUMBnn18#tehHlrnn suhH:#wn!&8drhne dWI&d b• Ot Hb lund Rwdd Ih 8#and wwdeboldbdadBRbd_byd,db&B©mBMn&baBlIRnnnlhWHttB4+Wgn, da+BW aw8aourn ReRElkr$ 1Ft7W nl& a & ann #adI Old#£bln Afb &iH.A e &t;A d lyn &d & e tIll hdl hand hFddlbnodrOE+n&eIIt wedaH lm but B ltW He$WUFB4dhHedaBelulaH but edaHn d4awlUb9bahb8umH+HeR ad nw d8HOnt bIM WeRE  BaIM nd, ga buBae dUI aud bId ddrbw dna beIA HI PU aH had & OUR Re€Elu6 WtfB:OH,dbBUjbdaUaot Heabud+PbdbotJeUblnndbnd+MWH BBHSlaB#4FBnLdbbubbdaHoalhde&hndunH{b6BFaHTOFMIBB nd wWW gHB wndUweebrrlufUe aW b nye•nr8vb6dWena 20 a i66;888 GedIIRate Of CampleHm EnHtqH Id 4$41AAD73Aa&4510B9B450accF9Fm saM EkxxISbn: SARATAN CORP ICon&uXcfSabt1228a12D - $nine EhwkjH: EkxxsIHtt neOn 20 CuHad8PBW 5 Aldol&uErnbbd Enva)IBId aHnFirU: Enabbd &tBlaH vaptif $b&l€COmpUed S©ntlFes2 InHab: 0 ErwdopeaM Doreen Blad©brB a>IB Texas Street DH80n. TX 7W9 ckXBenblacR8&ott8@dWden&xI.mn IP AddrBH: 129.lao.6.iso Thu ZkxIe: (UTC4>MB Pacific TIU {US & Canach) Record TrackIng SaRK OIUnal W2020 11:49:17 AM HaUnDaBmBW© ckxwn.blacks&#re©cRycalerBan.com LcxnBon: DcxxBlgn $igrnr Events SIgdb BhHwe# .gbhqwa@t”&,„I.mIn SeaBily LwBt EllaI, AwwrltAualefwHtu1 (Nme) SIgnature 1hA + b:/IMd Timestamp SerIe Nzon020 12:08:29 PM Vkw9d: aaR020 3#1:53 PM Giglad: 312412020 9:07:15 AM SIWhlrBMO6-t PIn SOb U8hg IPAHrws: 7635.71.11 EWrtwd£ Reoord arId Slgrntun Endagurw AEBPtHj: UB120aQ 3:at :53 PM ID: lw91deF120wt7fIle3th3f86a7tHea DeArwClxty dearznxxxb@tyoM6rRonmm Sewrq Lavel: Emdl,A30cxmt Aulhartiaeon WHO) Sent 3/2412020 &07:16 AM HaIged: #24/2a20 9:Q8:38 AM Sbned: 3£241a120 aQa43 AM SbrntunAkip8cxr: F#eeobaed Style using IP AdaBsc 198.49.140.104 Eleebeale ReIlord and SIgnature Dledwu€ Acnpkd: 3a4noee 9:0838 AMIn 71e5431-2oe$42a&a31&bd2u8B7b790 In Person Signer Events SIgnature StabIS nm8stamp TImestamp TImestamp Editor Delivery Events Agent Delivery Events StatIn IntermedIary DeIIvery Events Status SUbs nInestamp G8dtfted DeIIvery Evwlts Timestamp TImestampCarbon Copy Events Status ttness Events Signature Timestamp Ncdaly Events SIgnature Hmestamp Envek>pe Summary Events Status Ha8tHd/EnayBd Tbnestamp$ 3n4n020 9:07:16 AM LB ednd aWUOanW US EnwkIH Summary Events CalbdDeBvaBd Slal SaWWraBM Soau©aHM SawB'a az4a020 aaB:38 AM 324n020 eo&43 AM 3124aMO BOO:43 AM IVmertt Events Std Trmagta Electronic Reaord and SIgnature Dbelasure aBabUie ReaIId aId SigtdrnHdannauabal HI: 7£211aH7 15e03 PM P#dHVBed b:BtdaBhOnt.DaArrnClx& HLECIROMC RECORD AND SGNATURE DISCLOSURE Rumtimetotime,Cltyaflkatrn(w& worCar4nny)maybenwhedbylaw topruvicIe to you certain written notim$adisclwun. 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EXHIBIT B Amendment to Contract of Sale This Am€adrnmt to Coaaa£t of Sale (“Aanndmean between dre City of Denton, a Twas home- rule municipal aorEnration ('Buyer”), and Saratan Corporation 1, , a Texas oorporation (“Selle,n and collectively with the City as the ':Putin”) mnds the Contract of Sale between the Partiw (“Contract?) regarding the certain had of land, bing approxirnately 5.106 aaw out of the MEP & PRR Survey, Absbad, 927, Dwtrnr Cormty, Texas, as more fully d®aibed h Docummt Nurnber 20W98930 rmded in the Denton County Deed Rwotds and in ExtRa “A” to the Contract. Said (3rn&actwaswewted by Sean on March DL 2020; the Contract and Amendrnent are cReative as of the ERective Date. The Partiw agree to the following amendments to the Contract 1. Article II, Section 2.1 is deleted initsmtirety and replaced with the following: 2.1 Purchase Price. The nrnhaw Pike to be paid to Selln for the Property is the sim of Five Million Two Hundred Thousand Donms ($5,200W.00) (the 'Trmhase PaceD. The Partiw agrw tInt the Pwuhase Price shall be coa4)aged of (a) the Buyu paying Three Million Three Hundred Ninety-Five Thousand Dollars ($3,395,000.00) in immediately- available fUnds to gaIn at closing (“Cash Paid by Buya”); and (b) the Buyu acwptitB the rmaining One Million EMa Hundred Five Thousand Dollars ($1,805W.00) as a charitable danadm to the City for a public pwpose (“DonatedFtmds’) &on the Sellu. The Pumhase Price includes any expenses or payments that Seller may be entitled to under City ofDmtonOrdtnnrce No. 2012473 md Texas Property Code, Swtims 21.(B3 and 21.046; and, as stated hParagr Hib 3.1 (a) - (b), 3.2, and 3.5, the Buyer shall pay for all the closing costs, and, as additional consideration for this agreement, Sellu hneby mpEcitly waves any cl&iIns it may have under said provisions, except that the Sellu would net Three Million TIme Hundred Ninety-Five Ihousand Dollars ($3,395W.00) at Closing, las its prurata shale of taxa as stated in Paragraph 7.3. 2. Article IKSecdon 9.12 is added to the Contract: 9.12 Fair Market Vdu& The Parties acknowledge that the Purchase Price is based on an independent qpmisal prepared by an appraiser licensed by the State of Texas and represents a Mir market valuation of the Property as deterrnined by said appraisal. The Parties also acknowledge that the Property has a fair market value in mews of the Purchase Price 3. Article IX, Section 9.13 is added to the Contract: 9.13 Intention to Make Donation. The Parties acknowledge that the Pwchase PHce reprwents Sellu’s intention to make a charitable contrR)ution to City of the dieenum between the Purchase Price and the Cash Paid by Buyer to Seller at Closing known as the Donated Funds. Following Closing, the Putin understand and acknowledge (a) the Buyer will have purctmsed the Property, accepted the Donated FInds Bum Seller, and will use the Property forapubEc purpose; (b) the Buyer will have no obligatim to pay to Seller for Aumdmeat bo (>lauact of Sab (Saratan/City of Denton - N. Ix)op 288 propcay)lv2 - FINAL]Page 1 of 2 any or all of the Donated Funds; and (c) the Cash Paid by Buyer received by Seller is all of the cash compensation the Seller will nceive RuIn Buyer in this transaction. 9,14 Buyer Can Receive Charitable Coatributionn The Putin acknowledge that City is an organimtion which may naive charitable contributions as a politiml subdivision of a State in the United Statn under 170(c)(1) of the Intemal Revenue Code for public purposes and not to the inurement of a private individual md that the donation shall be oonsidered complete when the Pmp'edy is conveyed to City, Saratzn Corporation 1, a Telas corporation Signed on the day of ApM ), 2020. City ofJi Iom&rule oorporation KId% Signed on the p///# day of .,#,a~/ ArrEST: Rosa Rios, Ci atill I10 APPROVED AS TO LEGAL FORM: Aaron Leal, City AKo Amendment n Contract of Sale (Saratan/City of Denton - N. Loop 288 ptupeay) [v.2 - FINAL]Page 2 of 2