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RE 2016-0927.1RESOLUTION NO. 2016-0927.1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A PURCHASE AND SALES AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND CW SHORELINE LAND, LTD, A TEXAS LIMITED PARTHERSHIP; AUTHORIZING THE CITY MANAGER TO SIGN, WHICH IS ATTACHED HERETO AS EXHIBIT A, FOLLOWING REVIEW BY THE CITY ATTORNEY; REPEALING ALL RESOLUTIONS IN CONFLICT; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City has entered into a contract with CW Shoreline Land, Ltd., a Texas limited partnership; and WHEREAS, the City Council find it is in the best interest of the City of Coppell and its citizens to approve said contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS THAT: SECTION 1. The City Council hereby approves the terms and conditions of Purchase and Sales Agreement by and between the City of Coppell and CW Shoreline Land, Ltd, and hereby authorizes the City Manager to execute agreements, upon final approval by the City Attorney as substantially provided in Exhibit A, which are attached hereto and incorporated herein by reference. SECTION 2. The City Manager of the City of Coppell, Texas, is hereby authorized to execute said agreement, which is attached hereto as Exhibit A, following review by the City Attorney. That the Mayor is authorized to execute the appropriate conveyance upon closing upon approval of City Attorney and City Manager. SECTION 3. Any prior resolution of the City Council in conflict with the provisions contained in this Resolution are hereby repealed and revoked. SECTION 4. Should any part of this resolution be held to be invalid for any reason, the remainder shall not be affected thereby, and such remaining portions are hereby declared to be severable. SECTION 5. This resolution shall take effect immediately from and after its passage, and it is duly resolved. [Signature page to follow) TM 79647 DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this the 27th day of September, 2016. ATT ST: hristel Pettinos, 6ity Secretary APP R E ORM: Robert E. Hager, ' Attorney (REH/mpm) TM 79647 Exhibit A Representation Agreement(s) TM 79647 CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY THIS CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY is made and entered into as of the Effective Date set forth below by and between CITY OF COPPELL, a Texas home rule municipality (hereinafter called "Seller") and CW Shoreline Land, Ltd., a Texas limited partnership or assigns (hereinafter called "Purchaser") on the terms and conditions hereafter set forth. RECITAL A. The City of Coppell owns certain real property adjoining the Northlake reservoir, more particularly described below as the "Property." RECITAL B. The City Council of the City of Coppell has determined that the Property lacks access to public roads and that arranging for such road access is not in the best interests of the City. The City has determined to offer the Property for sale. RECITAL C. The City acquired the Property subject to a right of first refusal for the benefit of Purchaser, set forth in that one certain Special Warranty Deed dated November 21 2008, from Cypress Waters Land A, Ltd. (as "Grantor") recorded in the Official Public Records of Dallas County, Texas, as Document no. 20080370218. Pursuant to such right of first refusal, the City is required to notify Grantor with a summary of the material terms (the "Proposed Sale Terms") on which Grantee shall offer the Property for resale to Cypress Waters Land A, Ltd., if the City Council should determine, on or before January 1, 2058, to sell the Property. RECITAL D. On September 27, 2016, the City Council of Coppell adopted [Resolution No. ] declaring the Property to be surplus property and authorizing its sale, subject to the right of first refusal. RECITAL E. Pursuant to the right of first offer, the City is contemporaneously offering the Property for sale to Purchaser pursuant to the Proposed Sale Terms, and Purchaser by execution of this Contract, has accepted the City's offer, and such purchase represents fair market value for such property. Purchaser has caused the Grantor, its affiliate, to evidence Grantor's consent to the offer of sale, and sale, to Purchaser on account of Grantor's affiliation with Purchaser. RECITAL F. Seller and Purchaser hereby intend to reflect their mutual agreement concerning the sale and purchase of the Property pursuant to the right of first offer. NOW, THEREFORE, for and in consideration of the mutual promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Agreement of Purchase and Sale. Seller hereby sells and agrees to convey, and Purchaser hereby buys and agrees to pay for, the following described real estate situated in Dallas County, Texas: The two tracts of land located in Dallas County, Texas, containing approximately 32.052 acres, more particularly described on Exhibit A attached hereto and incorporated herein by reference for all purposes, being the North Tract (19.655 acres) and the South Tract (12.397 acres), together with all improvements thereon and all rights and appurtenances pertaining thereto, including any right, title and interest of Seller in and to adjacent streets, alleys, or right-of-way, such real estate, improvements, rights and CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 1 appurtenances being herein referred to as the "Property." This Contract and the Property also covers and includes all fixtures and articles of personal property attached to said real estate and owned by Seller subject the permitted exceptions as set forth in Exhibit B. 2. Purchase Price. The purchase price (herein so-called) for the Property is the sum of (a) $2,071,919.00 for the North Tract, plus (b) $61,985.00 for the South Tract, for a total purchase price of $2,133,904.00. The Purchase Price shall be payable in good funds, subject to the Offset Credit (as hereafter provided in Section 11). 3. Earnest Money. Upon full and final execution of this Contract, Purchaser shall deliver the sum of $50,000 to Republic Title Company, Dallas, Texas (Attention: Nancy Colaluca)("Title Company") to be held by the Title Company as Earnest Money (herein so called) pursuant to the terms of this Contract. 4. Title and Survey. Within fifteen (15) days after the Effective Date, Purchaser shall have the right to secure issuance of a title commitment ("Title Binder") covering the Property binding the Title Company to issue an Owner's Policy of Title Insurance on the standard form of policy prescribed by the Texas State Board of Insurance at the closing in the full amount of the purchase price. Seller shall, at Seller's expense, obtain and deliver to Purchaser a boundary survey of the Property (the "Survey") prepared and sealed by a registered professional land surveyor licensed in the State of Texas and reasonably acceptable to Purchaser, prepared on the ground and conforming to the current Texas Society of Professional Surveyors Standards and Specifications for a Category I -A, Condition II Survey. 5. Title Approval. a. Purchaser shall have fifteen (15) days after the receipt of the latter of the Title Binder and Survey to review them and to deliver in writing to Seller such objections as Purchaser may have to anything contained in them. Any such item to which Purchaser shall not object shall be deemed a "Permitted Exception." If there are objections by Purchaser, Seller shall not be required to incur any cost to cure such objections, except for liens securing debts or financial obligations of Seller, which Seller shall pay or discharge on or before closing. If Seller delivers written notice to Purchaser on or before the closing date that Seller is unable to satisfy such objections, or if, for any reason, Seller is unable to convey title in accordance with Section 8(b) below, Purchaser may either waive such objections and accept such title as Seller is able to convey or terminate this Contract by written notice to Seller. If this Contract is terminated by Purchaser in accordance with this Section 5, the Earnest Money shall be promptly refunded to Purchaser, and the parties shall have no further obligation or liabilities one to the other. Zoning ordinances and the lien for current taxes shall be deemed to be Permitted Exceptions. b. Seller represents and warrants to Purchaser that at the closing Seller will have and will convey to Purchaser good and indefeasible title to the Property free and clear of any and all encumbrances except the Permitted Exceptions. Delivery of the Title Policy pursuant to Section 8 below shall be deemed to fulfill all duties of Seller as to the sufficiency of title required hereunder; provided, however, Seller shall not thereby be released from the warranties of Seller's Deed. 6. Inspection of Property and Property Records. a. Seller agrees that during the thirty (30) day period after the Effective Date (the "Inspection Period"), Purchaser, personally or through its authorized agents or representatives, shall be entitled to enter upon the Property at all reasonable times, and Purchaser, or its authorized agents or representatives, shall have the right to make such investigations, studies, and tests as Purchaser deems necessary or advisable in order to evaluate further the condition of the Property. In addition, during the Inspection Period, Purchaser may review public information in Purchaser's records relating the Property (the "Property Records"), including, without implied limitation, Seller's engineering and regulatory compliance records relating to the operation of the Northlake Dam (hereafter defined). Seller agrees to make available to Purchaser upon request file materials in Seller's possession relating to the CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 2 Property. PURCHASER, BY EXECUTION OF THIS CONTRACT, INDEMNIFIES AND AGREES TO HOLD SELLER HARMLESS FROM ANY CLAIM, LIABILITY, LOSS, DAMAGE, COST, AND EXPENSE, INCLUDING ATTORNEY'S FEES, IN CONNECTION WITH OR ARISING OUT OF PURCHASER'S ACTIVITIES UPON THE PROPERTY ALLOWED UNDER SECTION 6, INCLUDING, WITHOUT LIMITATION, MECHANIC'S AND MATERIALMEN'S LIENS, PROPERTY DAMAGE, AND INJURY TO PURCHASER'S EMPLOYEES OR SUB -CONTRACTORS. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS CONTRACT. b. If on or before expiration of the Inspection Period, Purchaser shall determine that the Property is not acceptable for Purchaser's investment or use, in Purchaser's sole discretion, Purchaser shall have the right to terminate this Contract by written notice to Seller given on or before expiration of the Inspection Period, and receive a refund of the Earnest Money. Following such termination, the parties shall have no further obligations or liabilities one to the other under this Contract, except for the indemnities which expressly survive. 7. Conditions to Closing. a. Pursuant to its authorizing resolution, Seller shall on or before the last day of the Inspection Period secure an appraisal of the Property, to be performed by an appraiser selected by Seller, and Purchaser agrees to cooperate with Seller's appraiser in the appraiser's valuation of the Property. Seller's obligations under this Contract shall be subject to and conditioned upon the Purchase Price equaling or exceeding the appraised value in such appraisal, as more particularly provided in Chapter 272 of the Texas Local Government Code. If the appraiser determines that the fair market value of the Property is less than the Purchase Price, then this Agreement shall automatically terminate and be of no further force or effect if Purchaser shall not consent to increase the Purchase Price by amendment of this Agreement, which amendment shall be executed by Purchaser and delivered to Seller within fifteen (15) days after Seller provides Purchaser with a true, correct, and complete copy of the Seller's final appraisal report. b. At the Closing, Seller requires that the Property shall be incorporated into that one certain Declaration of Dwelling Unit Restriction (as amended from time to time, the "Unit Cap Restrictions") for Cypress Waters Community, dated October 28, 2009, and recorded October 29, 2009 at Instrument No. 200900305882, Official Public Records of Dallas County, Texas, applying the maximum dwelling unit count to the Property, together with all additional property subject to the Unit Cap Restrictions. Seller's obligations under this Agreement shall be subject to and conditioned upon the execution by all necessary parties, and recording in the Official Public Records of Dallas County, Texas, of the Unit Cap Restriction amendment. 8. Closing. a. The closing of this Contract shall be held on or before thirty (30) days after expiration of the Inspection Period at the offices of the Title Company at its address stated below; provided, however, that if on such date the Title Company has not yet approved title or if there are objections made by Purchaser which have not yet been cured by Seller, either party, by written notice to the other, may postpone the date of the closing to such date as shall be designated in such notice but not more than ten (10) days after the closing date above specified. b. At the closing, Seller shall deliver to Purchaser: (i) a Special Warranty Deed conveying the Property according to the legal description prepared by the surveyor as shown on the Survey of the Property, subject only to the Permitted Exceptions; (ii) two signed counterparts of the Joint Operating Agreement described in Section 10 below; (ii) a Title Policy issued by the underwriter for the Title Company pursuant to the Title Binder, subject only to the Permitted Exceptions, without exception for the rights of parties in possession and with the exception for the lien securing standby fees, taxes, and assessments limited to standby fees, taxes, and assessments for 2016 and subsequent years; (iv) an assignment of all of Seller's rights and responsibilities, as they relate to the Property, described in any utility service agreement(s), entitlement document(s), subdivision plats, site plans, permit(s), CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 3 approval(s), or other similar document(s) or agreement(s) conferring development rights; (v) file materials in Seller's possession relating to the Property; and (vi) possession of the Property. c. At the closing, Seller and Purchaser shall cooperate in executing releases of applicable rights of first offer and/or rights of first refusal which may apply to the Property for the benefit of Purchaser, in order to establish marketable title to the Property free and clear of such rights or memoranda reflecting such rights of record. d. At the closing, Purchaser shall deliver to Seller the Purchase Price (the Earnest Money being applied thereto) and countersign the two counterparts of the Joint Operating Agreement described in Section 10, below. e. Each party hereto shall pay his share of the closing costs which are normally assessed by the Title Company against a seller or purchaser in a transaction of this character in the county where the Property is located. f Rents and lease commissions, interest, and ad valorem taxes for the then current year shall be prorated at the closing effective as of the date of closing. g. Purchaser agrees to be responsible for payment of rollback taxes and interest, if any, allocable to the Property for all periods assessed by reason of transfer or change of use of the Property after the closing. 9. Representations and Warranties of Seller. Seller makes the following representations and warranties as of the date hereof and as of the closing: a. This Contract has been duly and validly authorized, executed and delivered by Seller and no other action is requisite to the valid and binding execution, delivery and performance of this Contract by Seller, and no consents of any third party are necessary to permit the consummation by Seller of the transactions contemplated pursuant to this Contract. b. There are no actions, suits or proceedings pending or, to Seller's knowledge, threatened which affect the Property, or any pending or, to Seller's knowledge, threatened proceedings in eminent domain which would result in a taking of any portion of the Property or restriction of access to the Property. c. There is no right of first refusal, option to purchase, purchase contract or other prior right of any party to purchase any portion of the Property (except for rights of first refusal in favor of Purchaser). d. At the closing, there will be no unpaid bills for labor or materials furnished to Seller in connection with the Property that would cause a mechanic's or materialmen's lien to be filed on the Property. e. To Seller's current actual knowledge there are no maintenance, management, repair, construction, development, leasing, ownership, use, marketing or other agreements or contracts affecting or relating to the Property except for the following leases and agreements, true and correct copies of which shall be furnished to Purchaser within three (3) days of the Effective Date: [none, unless descriptions entered below] CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 4 f Seller is not a "foreign person" within the meaning of Section 1445 et seq. of the Internal Revenue Code of 1986, as amended. g. Seller has not (i) made a general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Seller's creditors, (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Seller's assets, (v) admitted in writing Seller's inability to pay its debts as they come due, or (vi) made an offer of settlement, extension, or composition to its creditors generally. h. To Seller's current actual knowledge, there has been no release, discharge, or spillage of any material (the "Hazardous Materials") on the Property defined as a hazardous substance, hazardous waste, or other regulated chemical or material or which would otherwise trigger application of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or is in violation of the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, the Safe Drinking Water Act, Safe Drinking Water and Toxic Enforcement Act of 1986, or in the regulations promulgated pursuant thereto, or in any other federal, state or local environmental law, ordinance, rule or regulation. i. Seller has received no written notice of violation from the TCEQ of regulations affecting the South Tract, pertaining to the dam safety program more particularly described in Section 10. The foregoing representations shall survive the closing for a period of one (1) year. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE TO BE CONTAINED IN SELLER'S DEED, THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, AND THE INDEMNITY IN SECTION 6, THE PROPERTY WILL BE CONVEYED AND TRANSFERRED TO PURCHASER "AS IS, WHERE IS AND WITH ALL FAULTS." SELLER DOES NOT WARRANT OR MAKE ANY REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE FITNESS OF THE PROPERTY FOR A PARTICULAR PURPOSE, MARKETABILITY, DESIGN, PHYSICAL CONDITION, OR COMPLIANCE WITH LAWS AND REGULATIONS. 10. Northlake Dam. Seller owns and operates the Northlake dam facility (the "Northlake Dam") of which the spillway facility (herein so-called) and South Tract ("Saddle Dam") are parts. The Northlake Dam is regulated by the Texas Commission on Environmental Quality ("TCEQ"), which administers the agency's dam safety regulations, as a single facility. Either Seller or Purchaser reserves the right (before or after Closing) to apply to the TCEQ for agency recognition that the Saddle Dam and Spillway Facility are separate dams, regulated independently of one another. In the event that such recognition, in form and content reasonably acceptable to Seller and Purchaser, is not granted by TCEQ, Seller and Purchaser shall agree on operating and compliance responsibilities to assure ongoing compliance of both the Spillway Facility and the Saddle Dam with the TCEQ regulatory standards. The parties' agreement (the "Joint Operating Agreement") shall provide generally for the post -closing operation of the Saddle Dam and Spillway Facility by the Seller, with joint funding by Seller and Purchaser, in a manner suited to maximizing the efficiency of the operation of the regulated facility. If the parties fail to reach mutual agreement on the terms of the Joint Operating Agreement on or before expiration of the Inspection Period, the default terms shall be an express contractual agreement for (a) operation of both the Spillway Facility and Saddle Dam in accordance with applicable TCEQ regulations, as set forth in the existing dam safety program approved by TCEQ, by Seller; (b) provision for an overhead contribution by Purchaser of $5000 per year; and (c) allocation of the aggregate nonrecurring cost of on site activities, repairs, or maintenance on the basis of funding by the fee owner of the site on which the activities, repairs, or maintenance take place, for activities (eg, structural repairs) physically occurring on either the Spillway Facility or Saddle Dam. By their mutual execution of this Contract, Seller and Purchaser acknowledge that Seller and certain affiliates of Purchaser have entered into that one certain Amended and Restated Northlake Agreement (the "Northlake Agreement"), pursuant to which Seller and parties identified as `Billingsley" assume various obligations with respect to Northlake maintenance. Neither this Contract, nor the Joint Operating Agreement, is intended to amend, modify, cancel, or rescind the contractual responsibilities of the parties to the Northlake Agreement in any way, notwithstanding any term or provision of the Joint Operating Agreement or this CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 5 Contract to the contrary. This Section 10 shall survive the Closing for all purposes, and shall not be merged into the deed to be delivered by Seller. 11. Offset Credit. Seller and Purchaser have simultaneously entered into that one certain Drainage Facilities Agreement for cost-sharing with respect to certain drainage facilities (the "Drainage Facilities") located in the vicinity of the Northlake reservoir. The Drainage Facilities provided drainage capacity for stormwater which periodically drains from real property owned by the Seller and property owned by the Purchaser. Pursuant to such cost-sharing agreement, Seller has agreed to reimburse Purchaser the sum of $812,666.00 (the "Offset Credit") as Purchaser's agreed contribution to the construction of the Drainage Facilities, which amount shall be due and payable coincident with the closing hereunder. In order to most efficiently transfer such funds pursuant to the cost-sharing agreement and discharge its obligations under such agreement, Seller has agreed to accept a portion of the Purchase Price in the form of a cash credit equal to the Offset Credit amount. 12. Default. If Seller shall fail to consummate this Contract for any reason, except Purchaser's default, Purchaser may enforce specific performance of this Contract or may bring suit for damages against Seller. If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or the termination of this Contract pursuant to a right to terminate given herein, Seller shall have the right to have the Earnest Money paid to Seller as liquidated damages for the breach of this Contract as Seller's sole remedy. 13. No Commissions. Seller and Purchaser each hereby warrant and represent to the other that no brokers, agents, finders' fees or commissions, or other similar fees, are due or arising in connection with the entering into of this Contract, the sale and purchase of the Lots, or the consummation of transactions contemplated herein; and Seller and Purchaser each hereby agree to indemnify and hold the other harmless from and against all liability, loss, cost, damage, or expense (including but not limited to attorneys' fees and costs of litigation) which the other party shall suffer or incur because of any claim by a broker, agent, or finder claiming by, through, or under such indemnifying party, whether or not such claim is meritorious, for any compensation with respect to the entering into of this Contract, the sale and purchase of the Property, or the consummation of the transactions contemplated herein. 14. Miscellaneous Provisions. a. Effective Date. The term "Effective Date" as used herein shall mean the later of the two dates on which this Contract is signed by Seller or Purchaser, as indicated by their signatures below, which later date shall be the date of final execution and agreement by the parties hereto. b. Notices. Any notice or communication required or permitted hereunder shall be deemed to be delivered, whether actually received or not, when deposited in the United States mail, postage fully prepaid, registered or certified mail, addressed to the intended recipient at the address on the signature page of this Contract, or when transmitted by facsimile to the facsimile number on the signature page of this Contract. Any address for notice may be changed by written notice so given. c. Forms. In case of a dispute as to the form of any document required hereunder, the current form prepared by the State Bar of Texas shall be conclusively deemed reasonable. d. Attorneys' Fees. If either party shall be required to employ an attorney to enforce or defend the rights of such party hereunder, the prevailing party shall be entitled to recover reasonable attorneys' fees. e. Integration. This Contract contains the complete agreement between the parties and cannot be varied except by the written agreement of the parties. The parties agree that there are no oral agreements, understanding, representations or warranties which are not expressly set forth herein. CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 6 f Survival. Any portion of this Contract not otherwise consummated at the Closing will survive the closing of this transaction as a continuing agreement by and between the parties. g. Binding Effect. This Contract shall inure to the benefit of and bind the parties hereto and their respective heirs, representatives, successors and assigns. The Purchaser shall have the right and option to assign its interest in this Contract to any party in which Henry or Lucy Billingsley, or trusts for the benefit of such principals' immediate family, participate in ownership. h. Time of the Essence. Time is of the essence of each and every term, covenant and provision hereof. i. Business Day. The term "Business Day" as used herein shall mean a day in which federally insured national banking associations located in the county in which the Property is situated are not closed. If any date set forth in this Contract or the last date for the taking of any action hereunder shall fall on a Saturday, Sunday or other day which is not a business day, then the last date for taking such action shall be extended to the next succeeding business day. j. Counterparts. This Contract may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument after execution by all parties. Any facsimile counterpart of this Contract shall be the same as an original and may be relied upon by the parties without the necessity of verifying signature of the original. 15. Contract as Offer. The execution of this Contract by the first party to do so constitutes an offer to purchase or sell the Property. Unless within ten (10) days from the date of execution of this Contract by the Purchaser, this Contract is accepted by the Seller and a fully executed copy is delivered to the Purchaser, the offer of this Contract shall be automatically revoked and terminated, and the earnest money, if any, shall be returned to Purchaser. CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 7 EXECUTED on the dates stated below, to be effective as of the last of such dates. ADDRESS: 255 Parkway Boulevard P. O. Box 9478 Coppell, TX 75019 Attention: Phone: Facsimile: SELLER: CITY OF COPPELL., A Texas home rule municipality By: Name: Title: Date: 12016 CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 8 ADDRESS: PURCHASER: By: Name: Title: Date: .2016 CONSENT TO SALE GRANTOR: By: Name: Title: Date: .2016 CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 9 Acceptance by Title Company Republic Title of Texas, Inc. hereby acknowledges receipt of the foregoing Contract of Sale and Fifty Thousand and No/100 Dollars ($50,000) as Earnest Money, and agrees to accept, hold, and disburse the Earnest Money in accordance with the provisions of such Contract. REPUBLIC TITLE OF TEXAS, INC. By: Name: Title: Date: —2016 CONTRACT OF SALE FOR RIGHT OF FIRST REFUSAL PROPERTY Page 10 EXHIBIT A Property Description