Richardson Rp - Purchase and Sale Agreement_2015!04!22 (2)

PIIRCIIASE AND SAIE AGREEMENT

Seller: City of Richardson, a Texas home rule municipality

seller's Address: f,tti*:f,"ff lT..nr Manager

Richardson, Texas 75081

Seller'sAttorney:

Purchaser:

PurchasertsAddress:

Facsimile:Phone: (972)744-4204E-mail : dan j ohnson@cor. gov

Peter G. SmithKevin B. LaughlinNichols, Jackson, Dillard, Hager & Smith, LLP500 N. Akard, Suite 1800Dallas, Texas 7520I

Facsimile: (214) 965-0010Phone: (214)965-9900E-mail: psmith@,njdhs.com

[email protected]

Richardson RP Development Corp, a Texas corporation

c/o Hermansen Land Development, lncAtbn: Kirk M. Hermansen, President5944Luther Lane, Suite 725Dallas, Texas 75225

Facsimile: t_J _-_Phone: (2:J) ztt- trzot *t4E-mail : kirk@hermansenlanddevelopment. com

c/o.Louis H. Lebowitz4311 trrI. Love rs Lane. Suite 200Dallas, Texas 75209

Facsimile: C-) _-_Phone: 1) sro- ssl s x2E-mail: tlebowrz - e,om

Purchaser'sAttorney

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Property: 1_1:

RestrictionAgreement:

fncentiveAgreement:

A 3 .023+ acre tract of land out of the Lavinia McCommas Survey, AbstractNo. 927, City of Richardson, Dallas County, Texas, and being the sameproperty more particularly described in the certain Special Warranty Deeddated July 31, 2012, from Baldev Patel and Chandrika Patel to the C ofRichardson, Texas, filed July 31,2012, as Instrument No. 20120022351,2,Offlicial Public Records, Dallas County, Texas; and

Trzct2:

A 0.339+ acre tract of land out of the Lavinia McCommas Survey, AbstractNo. 927, City of Richardson, Dallas County, Texas, and being the sameproperty more particularly described in the certain Special Warranty Deeddated July 31.,2012, from Duckwin, LLC to the City of Richardson, Texas,filed July 31, 2012, as lnstrument No. 201200223511, Official PublicRecords, Dallas County, Texas;

together with all right, title and interest of Seller, i any, in and to any (i)strips and gores between said tract and abutting properties, (ii) land lying inor under the bed of adjacent streets, alleys, roads or rights of way, (iii)easements or rights of way appurtenant to or otherwise benefrtting saidtract, (iv) utility capacities, commitments, reservations and other rights andcapacities (including but not limited to stormwater detention rights) relatedto said tract, (v) all permits and approvals relating to said tract. (vi) alldevelopment rights relating to said tract, (vii) all rights to credits, refundsand reimbursements associated with said hact, (viii) all water and drainagerights associated with said tract, (ix) all reversionary rights related to saidtract, and (x) all other rights and appurtenances of any kind related to saidtract.

That certain Restriction Agreement by and between Seller and Purchaserattached hereto as Exhibit "A", subject, however, to such modifications asmay be reasonably requested by any lender providing financing withrespect to the Properfy, provided such modifications do not require theSeller subordinate its rights under the Restriction Agreement to suchlender.

That certan Economic Development Incentive Agreement between Sellerand Purchaser dated 2014, relating to the provision ofone or more economic development incentive grants by Seller to Purchaserin exchange for development of the Properfy with the Project and theInfrastructure (as those terms are defined in the Incentive Agreement).

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Lease:

Title Company:

InspectionPeriod:

Lease agreement between Purchaser and an Approved Restaurant (asdefined in the Incentive Agreement) for the lease by Purchaser to anApproved Restaurant of a portion of the Properly as part of thedevelopment of the Project on the Property.

Republic Title of Texas, Inc.Attn: Tammie Cooper, Vice-President2626Howell Streei, 10th FloorDallas, Texas 75204

Facsimile: (972) 516-2507Telephone: (214) 855-8886E-mail: [email protected] period commencing on the Effective Date and ending ninety (90) daysafter the Effective Date.

Earnest Money:

Option Fee:

$0.00

$50.00 (which amount shall be paid directly to Seller upon delivery of thesigned Agreement, shall be non-refi:ndable, except as may be otherwiseexpressly provided in this Agreement, which shall not be applied to thePurchase Price.)

Closing Date: On or before thirfy (30) days after the end of the Inspection Period, or otherdate mutually agreed to by the parties in writing.

Purchase Price: Two Million Two Hundred Twenty-One Thousand One Hundred Five and07 I 100 Dollars (52,221,105.07).

Purchase Grant: An economic development grant pursuant to Chapter 380 of the TexasLocal Govemment Code, as amended, by Seller to Purchaser in the amountof the Purchase Price to be applied at Closing to the balance to the paymentofthe Purchase Price.

WIIEREAS, Purchaser owns or is under contract to purchase the real property andimprovements located at 760 South Central Expressway Richardson, Texas and 709,7I5, and747 S. Floyd Road, Richardson, Texas (collectively, the " Company Site"); and

'WHEREAS, Seller owns the Properfy; and

WHEREAS, Purchaser desires to purchase the Property and, following Closing, developthe Property in conjunction with the Company Site for a restaurant park consisting of four (4)buildings for use as either stand alone or in-line restaurants, with a minimum of two (2) freostanding restaurants and related infrastructure with a minimum aggregate of 21,000 square feet

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of leasable space consistent with the Zoning and the Conceptual Plan (as those terms are definedin the Incentive Agreement) for the Properby and the Company Site (the "Project"); and

\ryHEREAS, Seller has adopted proglams for promoting economic development, and thisAgreement, the lncentive Agreement, and the economic development incentives set forth herein(including the Prxchase Grant) are given and provided by Seller pursuant to and in accordancewith those programs; and

WHEREAS, Texas Tax Code $ 31 1.08(b), authorizes Seller to sell real properby locatedin a tax increment hnancing reinvestment zone on the terms and conditions and in the manner itconsiders advisable to implement project plans for a tax increment financing reinvestment zone;and

WIIEREAS, the Properby is located in the City of Richardson Tax Increment FinancingReinvestment Zone No. One; and

\ryHEREAS, Seller's City Council finds and determines that the transfer and sale of theProperty to Purchaser for collective development of the Property and the Company Site for theProject is advisable to implement the project plans for the City of Richardson Tax IncrementFinancing ReinvestmentZone No. One; and

WHEREAS, Seller is authorized by Article III, Section 52-a of the Texas Constitutionand Texas Local Government Code Chapter 380 to provide economic development grants topromote local economic development and to stimulate business and commercial activity inSeller's incorporated limits; and

WHEREAS, Seller has determined that making an economic development grant toPurchaser in accordance with Seller's economic development program will (i) further Seller'seconomic development objectives; (ii) benefit Seller and Seller's inhabitants; and (iii) promotelocal economic development and stimulate business and commercial activity in Seller'sincorporated limits; and

WIIEREAS, Seller's City Council does hereby approve this Agreement as a program formaking an economic development grant to Purchaser for the purpose of stimulating andmaintaining its commercial activity within Seller's incorporated limits, and to promote thegeneration of sales tax, the enhancement of the property tax base, and to maintain and increaseSeller's economic vitality;

NOW, THEREFORE, in consideration of the sum of the payment of the Purchase Priceand other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, Seller and Purchaser agree as follows:

1. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase, the Propertyas provided in this Purchase and Sale Agreement ("Agreement") for the Purchase Price andsubject to additional consideration set forth in this Agreement.

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2. Title. Survev. and Environmental Reports.(a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller's

expense, deliver to Purchaser:

( a current commitment for an Owner's Policy of Title Insurance for theProperty from the Title Company issued to Purchaser in the amount of the PurchasePrice, settng forth the state of title to the Properly together with any easements orrestrictions (existing or created pursuant hereto) benefiting or burdening the Properfy,together with all exceptions or conditions to such title;

(i legible copis of all documents referenced in the Title Commitment;(ii any environmental or geotechnical studies or reports that Seller may have

in its possession as of the Effective Date with respect to the Property;

(iv) tax certificate(s) regarding the payment of ad valorem taxes for currentand prior years;

(v) the most recent survey and plat of the Property that S_eller has in itspossession. Seller shall not be required to obtain a new survey of the Properly at Seller'sexpense;

(v notices or other documents regarding any uncured violation of applicablelaws, rules, regulations, codes or ordinances regarding the Property, or relating to anyactual or claimed existence, release or disposal of any toxic or hazardous substance orwaste in, upon or affecting the Properfy, or relating to any pending or threatenedlitigation affecting the Properfy; and

(vi any other documents or information in Seller's possession relating to theProperfy which may be reasonably requested by Purchaser.

(b) Not later than fofty-five (45) calendar days after the Effective Date, Purchasermay, at Purchaser's expense and option, obtain an updated survey (the "Updated Survey") of theProperfy prepared by a duly licensed Texas Registered Public Land Surveyor. The UpdatedSurvey shall be staked on the ground, and the plat shall show the location of all improvements,highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements, andrights-of-way on or adjacent to the Properfy, if any, and shall contain the surveyor's certificationthat there are no encroachments on the Properly other than what are listed on the TitleCommitment and shall set forth a metes and bounds description of the Properfy. If different thanthe platted description of the Properfy, the legal description contained in said Updated Surveyshall be used by the Parties as the legal description contained in the Special Warranty Deed.

(c) Pwchaser shall, not later than ten (10) days after Purchaser's receipt of the last ofthe Updated Survey and Title Commitment (or after the expiration of the period for obtaining theSurvey, if a Survey is not obtained), notiff Seller and Title Company of any objections to the

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Survey or Title Commitment related to the Properfy. If there are objections by Purchaser, Sellershall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required toincur any cost to do so. If Seller delivers written notice to Purchaser not later than the fifth (5*)calendar day after Seller's receipt ofPurchaser's objections that Seller is unable to satisfy suchobjections, Purchaser may either (i) waive such objections and accept title as Seller is able toconvey or terminate this Agreement by written notice to Seller and the Title Company prior tothe expiration of the Inspection Period or (ii) elect to extend the Closing Date, not to exceed anadditional sixty (60) days, in order to provide Seller additional time to cure the objections. IfPurchaser elects to extend the Closing Date, and Seller fails to cure the objection with suchperiod, Purchaser may either waive the objection and proceed to Closing, or terminate thisAgreement without further liability to either Party.

3. Inspection Period.(a) During the lnspection Period, Purchaser and its agents, contractors,

representatives, consultants or employees shall have the right to enter upon the Property duringregular business hours upon reasonable notice and conduct such inspections, tests and studies asthey may deem necessary. If for any reason Purchaser determines not to purchase the Property,Purchaser may terminate this Agreement by notifying Seller and Title Company in writing priorto the expiration of the Inspection Period. In such event, neither Party shall have any fuitherclaim against the other under this Agreement. If Purchaser does not timely terminate thisAgreement under this Section 3, it shall have no further right to do so under this Section 3; andPurchaser shall have waived its right to terminate this Agreement within the lnspection Period.

(b) Purchaser may enter the Properly to conduct its inspection, but shall be solelyresponsible for any damages caused thereby Purchaser shall repair anv damage to thePronertv it causes or that is caused by its contractors. reDresentatives. consultantsor emplovees. and shall indemnify and defend Seller and hold Seller harmless from and

rule. resulation. code or ordinance durins insnecfion- or discoverv of anv nreexistinsconditions present at the Property.

4. Closine Date.The closing of the sale of the Properfy shall occur on the Closing Date at the Title

Company, or at such other time as may be agreeable to the parties.

5. Closine Deliverables.(a) At the Closing, Seller shall deliver to the Title Company:

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( a special r/arranty deed in form and substance reasonably acceptable toSeller and Purchaser, conveying good and indefeasible title to the Properly to Purchaser,free and clear of any and all encumbrances except the Permitted Exceptions, excludingthe mineral rights, such mineral rights being reseryed by Seller to the extent notpreviously reserved by prior grantors;

(i such documents as may be reasonably required by Title Company in orderto cause Title Company to issue a Texas owner's policy of title insurance (or equivalent)in the amount of the Purchase Price, insuring such title to the Purchaser, at Seller'sexpense;

_

(ii the Restriction Agreement duly executed by Seller;

the Incentive Agreement duly executed by Seller, if not already signed and(iv)delivered; and

(v) possession of the Properfy, free of parties in possession.(b) At the Closing, Purchaser shall deliver to Seller through the Title Company:

( the Purchase Price (it being acknowledged and understood that by Sellercrediting the Purchase Grant to the Purchase Price, Purchaser will be paying noadditional funds toward the Purchase Price at Closing);

(i the Restriction Agreement duly executed by Purchaser;(ii the Second Lien Deed of Trust signed by Purchaser in recordable form;(iv) the Incentive Agreement duly executed by Purchaser, if not already signed

and delivered; and

(v) such other documents as may be reasonably required by Title Company toclose the contemplated transaction.

6. Taxes.Purchaser understands and acknowledges that the Property is presently exempt from the

assessment of ad valorem taxes, which status will change upon conveyance of the Property toPurchaser. Seller shall not be responsible for payment of property taxes assessed against theProperty for periods after the date of Closing, if any become due and payable. Purchaser shallnot be responsible for the payment of property taxes assessed against the Properly attributable toperiods prior to Closing.

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7. Closins Costs.(a) Purchaser hereby agrees to pay and be responsible for the following closing costs

( the cost of all tax certificates relating to all taxes and other assessmentsincurred or arising in relation to the Properfy;

(i the Title Company's escrow fees;(ii the basic premium for the Owner's Policy of Title Insurance, all premiums

and fees for optional endorsements, deletions and amendments to the Basic Owner's TitlePolicy, and all costs related to issuance of any Mortgagee's Title Policy or Loan TitlePolicy Binder on Interim Construction Loan, if any;

(iv) Recording fees for the special warranty deed, the Second Lien Deed ofTrust, and the Restriction Agreement;

(v) all costs and expenses incurred by or on behalf of Purchaser, includingPurchaser's attorney's fees; and

(vi) such other incidental costs and fees customarily paid by purchasers of realproperty in Dallas County, Texas, for transactions of a similar nature to the transactioncontemplated herein.

(b) Seller hereby agrees to pay and be responsible for the following closing costs:( all costs and expenses incured by or on behalf of Seller, including Seller's

attorneys'fees;

(i such other incidental costs and fees customarily paid by purchasers ofproperty in Dallas C.ounty, Texas, for transactions of a similar nature to the hansactioncontemplated herein.

8. Conditions to Closine.Closing on the sale of the Properfy shall be conditioned upon and subject to the following:

(a) Purchaser and Seller having duly executed the Restriction Agreement and theIncentive Agreement;

(b) Purchaser having executed and delivered in recordable form a Second Lien Deedof Trust;

(c) The Properly being platted in conjunction with the Company Site, if necessary, sothat it constitutes one or more defined lots as determined in accordance with applicableprovisions of the City of Richadson Subdivision and Development Ordinance, as amended

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(Chapter 21, Code of Ordinances of the City of Richardson, Texas, as amended-). Sellerunderstands and acknowledges that as of the Effective Date, the Properly is presently anunplatted parcel. Seller further understands and agrees that it is in the best interest of the Partiesto plat the Properby in accordance with applicable City ordinances. Seller agrees to reasonablycooperate and participate with Purchaser in the prosecution of any plat application for the replatof the Properby so that the Property is identified as one or more separate and distinct lots asdetermined by Purchaser; and

(d) Purchaser delivering to Seller a copy of no fewer than two (2) fully signed Leasesfor Approved Restaurants (as defined in the Incentive Agreement) for two (2) separate buildings.

If the condition set forth in (c) has not been satisfied on or before ten (10) days prior to Closing,the ClosingDate shall be extended for aperiod of thirby (30) days. If the condition set forth in(b) has still not been approved by the end of said thirry (30) day period, Purchaser may either (i)extend the Closing Date for an additional thirry (30) day period, (ii) waive the condition andproceed to Closing, or (iii) terminate this Agreement as Purchaser's sole remedy.

9. Permitted rcentions.(a) Purchaser acknowledges and agrees that the Properby will be conveyed by Seller

at closing subject to the Restriction Agreement, the Second Lien Deed of Trust, and that theSpecial Warranty Deed shall contain reference to same. The (i) lien for current taxes not yet dueand payable, (ii) the Restriction Agreement, (iii) the lien created by the Second Lien Deed ofTrust, and (iv) appropriate matters appearing on Schedule B, Item 10 (and all items therein) ofthe Title Commitment that were not cured and to which Purchaser failed to object or otherwisewaived objection shall be deemed to be Permitted Exceptions. Notwithstanding anything to thecontrary herein, as a condition of Closing, Seller must resolve at Seller's sole cost the items thatare listed on Schedule C of the Title Commitment which are by their nature Seller'sresponsibility, remove all liquidated liens, remove all exceptions that arise by, through, or underSeller after the Effective Date of this Agreement, and use due diligence to cure the title andsurvey objections that Seller has agreed to cure. In addition to the above, the followingadditional matters shall constitute Permitted Exceptions :

(1) 'Water and sewer easement dated February 3, 1958, granted to the City ofRichardson, Texas, and recorded August 14,1958, in Volume No. 4946, Page 24,DeedRecords, Dallas County, Texas;

(2) Water and sewer easement dated February 3, 1958, granted to the C ofRichardson, Texas, and recorded August 14, 1958, in Volume No. 4946, Page 29,DeedRecords, Dallas County, Texas;

(3) Garbage collection and public utilities easemenl dated February 3,1958, grantedto the C of Richardson, Texas, and recorded August 14, 1958, in Volume No. 4946,Page25, Deed Records, Dallas County, Texas;

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(4) Public street easement dated February 3, 1958, granted to the City of Richardson,Texas, and recorded August 14, 1958, in Volume No. 4946, Page 27, Deed Records,Dallas County, Texas; and

(5) Electric power line easement dated September 6, 1.960, granted to Texas Power &Light Company, and recorded September 2I,1960, in Volume No. 5413, Page 546, DeedRecords, Dallas County, Texas.

(b) Purchaser understands, acknowledges, and agrees that if the plat of the Properly isapproved prior to Closing, all rights-of-ways and easements dedicated to Seller on behalf of thepublic and which appear on the f,rnal plat of the Properly may be reserved by Seller prior toClosing for itself and its successors and assigns and the public, which reservations shallconstitute Permitted Exceptions at Closing to the extent they affect the Properby. If the plat ofthe Property is not approved prior to Closing, the easements identified as (1) through (4),inclusive, in paragraph (a), above, shall be reserved by Seller at Closing and constitute PermittedExceptions.

10. RepresentationsandCovenants.Seller represents and covenants that: (a) it has authority to enter into this Agreement, and

that this Agreement represents the legal, valid and binding obligation of Seller, enforceableagainst Seller in accordance with its terms; (b) no other person has any interests in or claimsagainst the Properly (other than as reflected by the Title Commitment); (c) except as may be setforth in the documents delivered by Seller to Purchaser pursuant to Section 2(a), it has no actualknowledge of any uncured violation of applicable laws, rules, regulations, codes or ordinanceswith respect to the Properby, nor of any existence, release or disposal of any toxic or hazardoussubstance or waste upon or affecting the Properfy, nor of any pending or threatened litigationaffecting the Property; and (d) it will not hereafter encumber the Properfy, or take any otheraction with respect to the Property which Seller knows will materially adversely affect thedevelopment, lease or other transactions contemplated by this Agreement and the Lease.Purchaer represents that it has authority to enter into this Agreement and that this Agreementrepresents the legal, valid and binding obligation of Purchaser, enforceable against Purchaser inaccordance with its terms. The only representations made by any party concerning the Propertyand this Agreement are as set out in this Section 10.

1 1. Propertv Sold As Is.(

1S will be made on ofshall constitute an acknowledement bv that the Prooertv was acceoted without

as otherwiseand except for the special warranties of title set forth in the special warranty deed).

(b) Excent as otherwise soecificallv set in this Asreement and exceot for thesoecial warranties of title set forth in the warrantv deed- Seller herebv soecificallv

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\/hfher eYrPce 1m ^li-'l ^?1 ^r rrri+f of roa+ firfrrra ^+L^^,,; ^f as toofwith to the nature

condition of the Prooerlv and the suitabilitv for anv and all activities and uses whichma

wav to the Property. (iii) the compliance of the Prooertv or its ooeration with anv laws.or waste

incl+^1^l^

"-l-*-^"- rrofa reoenr^io li-ifafinnc -^ -^-:^ - +L-,,,+L'{-^,,,^l of water o- fo"lfi--V1 or an

of water flood

or of utilities

governmental or re authoritv. fx) usases of adioinins lxi) access to thethe

an and

condition ofliens to

or of

lPurchaser affrrmins Purchaser has not relied on Seller's skill iudsment to select or

+l^^ ^^^^-i-"-+-' to o-o*i-o onJ nrac1-icafa fhp

no waan

D-^^{-r ^^,1 +I^^+ -"-^l^.";-- 1"o nnarfx

Property is fit for any particular purpose).

(c)

Purchassolel

warranties of title set forth in the soecial deed. knowledse of the Prooerbv andPurchaser's determination of the value of the and uses to which the Prooertv mav benrrt qnrl nnf on infnmqfinn nrnrirlerl or to be Jol Ltr Qollo.

(d) The provisions of this Section 11 shall survive the termination of this Aereementand the Closins.

12. Reservation of Minerals; Waiver of Surface Rights.Purchaser understands, acknowledges, and agrees that Seller, for itselfand its successors

and assigns, as their interests may appear, shall reserve all oil, gas and other minerals owned bySeller located in and undef and that may be produced from the Properfy to the extent notreserved by prior grantors; and that Seller, for itself and its successors and assigns a$ees (i) towaive all surface rights and other rights of ingress and egress in and to the Properfy, and (ii) that

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in qonducting operations with respect to the exploration for and production, processing,transporting and marketing of oil, gas and other minerals from the Property, that no portion ofthe surface of the Properly will be used, occupied or damaged and that ftxtures, equipment,buildings or structures used in connection with the exploitation of the reserved mineral, oil andgas rights, sha1l not be placed on the surface of the Property. Purchaser further understands,acknowledges, and agrees that Seller shall not be restricted or prohibited from the pooling orunitization of the portion of the mineral estate owned by Seller with land other than the Property;or the exploration or production of the oil, gas, and other minerals by means of wells that aredrilled or mines that open on land other than the Properby but enter or bottom under the Property,provided that such operations will in no manner interfere with the surface or subsurface supportof any improvements constructed or to be constructed on the Properfy. The foregoingreservation of minerals and Seller's waiver of surface rights set forth above shall survive closingand be included in substance in the special warranty deed.

13. Remedies.If Purchaser defaults, Seller's sole remedy shall be to terminate this Agreement. If Seller

defaults, Purchaser's sole remedy shall be to terminate this Agreement and obtain a refund ofOption Fee. No termination shall occur pursuant to a default until the non-defaulting parly hasprovided written notice of default not less than ten (10) days prior to the proposed date oftermination and the defaulting party has failed to cure the default.

14. Notices.Notices must be in writing and may be hand delivered andlor mailed by certified mail

with retum receipt requested, or sent by facsimile transmission, to the addresses stated above.Notice given by delivery service shall be effective upon receipt at the address of the addressee;notice given by mail shall be effective upon earlier of actual receipt or three (3) days afterplacing the notice in a receptacle of the United States Postal Service, postage prepaid andproperly addressed, and notice sent by facsimile transmission shall be effective upon electronicconfirmation of receipt. In addition, copies of notices shall be provided to the party's attorney atthe addresses indicated above.

15. Location in Tax Increment ReinvestmentZone.The parties understand and acknowledge that the Property is located in the City of

Richardson Tax Increment Financing Reinvestment Zone No. One created by Seller pursuant toChapter 311 of the Texas Tax Code. The parties further understand, acknowledge and agree thatthe sale of the Property is exempt from being sold through competitive bidding or auctionpursuant to Tex. Local Govt. Code $272.001(bX6).

16. Second Lien Deed of Trust. As a condition to Closing, Purchaser agrees toexecute in a form reasonably agreeable to the parties a second lien deed of trust conveying toKevin B. Laughlin and Peter G. Smith, as trustees, for the benefit of Seller a deed of trust lien onthe Property in the amount of the Purchaser Price to secure Purchaser's performance of theIncentive Agreement (the "second Lien Deed of Trust"). The Second Lien Deed of Trust shall

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be expressly subordinate to any deed of trust lien securing the interim construction loan, and anyother loans arranged by Purchaser to fund the acquisition of portions of the Company Site,development of the lnfrastructure, and/or any Buildings to be located on the Properby and/or theCompany Site. The Second Lien Deed of Trust shall provide for a six (6) month cure period inthe event of a default thereunder. Seller agrees that the Second Lien Deed of Trust shall matureon the date of the deadline for Completion of Construction of the Infrastructure as provided inSection 3.1 of the Incentive Agreement. Provided that Purchaser is not in default of theIncentive Agreement, Seller agrees to release the Second Lien Deed of Trust upon Completion ofConstruction of the Infrastructure as provided in the Incentive Agreement, which obligation shallsurvive the Closing. Seller's rghts and remedies pursuant to the Second Lien Deed of Trustshall be in addition to any rights or remedies granted to Seller pursuant to this Agreement or theIncentive Agreement.

17. Miscellaneous. This Agreement is subject to the following additional provisionsand conditions:

(a) Entireties. This Agreement, the Restriction Agreement, and the lncentiveAgreement contain the entire agreement of the parties pertaining to the purchase, sale, anddevelopment of the Properry.

(b) Modifications. This Agreement may only be modified by a written documentsigned by both parties.

(c) Assignment. Purchaser may not assign its rights under this Agreement, except (i)to any entity controlling, controlled by, or under cornmon control with, Purchaser, or (ii) to anyperson or entity with the express written consent of Seller (which consent shall not beunreasonably withheld).

(d) Time is of the Essence. Time is of the essence with respect to the performance bythe parties of their respective obligations hereunder.

(e) Effective Date. The Effective Date of this Agreement shall be the last date onwhich the authorized representatives of all Parties have signed this Agreement, and the TitleCompany has acknowledged in writing its receipt of this Agreement as so signed.

( Non-Business Day. If the final date of any period provided herein for theperformance of an obligation or for the taking of any action falls on a Saturday, Sunday, federalholiday, or a day on which Seller's main offices are not open for regular business, then the end ofsuch period shall be extended to the next day that is not one ofthe foregoing described days.

(g) Zoning. Seller assumes no obligation to change the current zoning on theProperty.

(h) Brokers. The parties represent and warrant that they have not worked with anybroker relative to this transaction and that no brokerage commission is due and payable upon theClosing. To the extent allowed by law, each parfy shall indemnifr each other from any claim for

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brokers' commissions relative to the sale of the properly and alleged to be due by, through orunder the indemnifying parfy.

( Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original for all purposes and constitute one and the sameinstrument; but in making proof of this Agreement, it shall not be necessary to produce oraccount for more than one such counterpart.

0) Legal Construction. h the event any one or more of the provisions contained inthis Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,such invalidity, illegal, or unenforceability shall not affect other provisions, and the Agreementshall be construed as if such invalid, illegal, or unenforceable provision had never been contained init.

i1

SIG|I-ED AND AGREED this tne TLlJay of 20r(

Seller: City of Richardson, a Texas home rulemunicipalify

Dln I City Manager

SIGNED AND AGREED this the day of 2014.

Purchaser:

Richardson RP Development Corp,a Texas corporation

By:Co-CEO

By:Co-CEO

RECEIPT OF CONTRACT

Title Company acknowledges receipt of a copy of this Agreement executed by bothSeller and Purchaser on the

_

day of 20t4

Name:

By

H.

By:

Page 15 Purchase and Sale Agreement: C of Richardson to Richardson RP Development Corp(Richardson Restaurant Park Project)

ftbl:12/16/14:66683)

Exhibit "4"Form of Restriction Agreement

\A/HEN RECORDED RETI.IRN TO:

Nichols, Jackson, Dillard, Hager & Smith, LLPAttention: Kevin B. Laughlin500 N. Akard, Suite 1800Dallas, Texas 75201

(Space Above For Recordet's lJse Only)

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAI PERSON,YOU MAY REMOVE OR STRTKE ANY OR ALL OF THE FOLLOWINGINFORMATION FROM ANIY INSTRUMENT TIIAT TRANSF'ERS AN INTEREST INREAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:YOUR SOCIAL SECURITY NUMBER OR YOUR DRTVER'S LICENSE NUMBER

STATE OF TEXAS RESTRICTION AGREEMENT(With Right of First Refusal)COUNTY OF COLLIN

This RESTRICTION AGREEMENT ("Restriction Agreement") is made and enteredinto as of the Effective Date by and between the City of Richardson ("City"), a Texas non-proft corporation, and Richardson RP Development Corp ("Developer") a Texas corporation(City and Developer sometimes hereafter collectively referred to as "Parties" or separately as "aParty" or "the Party")

RECITALS

WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developerhas purchased the Land from City; and

WHEREAS, City has, as a condition and additional consideration of the conveyance ofthe Land to Developer, desires to restrict the use of the Land and require Developer to developthe Land with the Project in accordance with the terms and conditions set forth herein; and

WHEREAS, Developer desires to grant City a Right of First Refusal ("ROFR") withrespect to the repurchase of the Land subject to the terms and conditions hereafter set forth;

NO\ry, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS($10.00) and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereby agree as follows:

$$$

Exhibit r5A" to Purchase and Sale greement: Cify of Richardson to :RichardsonRP Development Corp @ichardson Restaurant Park Project)

.$bl: 12 I 1 6 / | 4 :66683) .Page 1

Article ILand Subject to Declaration

The Land shall be owned, held, leased, transferred, sold, mortgaged andlor conveyed byDeveloper and any subsequent owners of all or any part of the Land (as hereinafter defined) forthe term specified in Section 6.2, subject to the terms of this Restriction Agreement.

Article IIDefinitions

For purposes of this Restriction Agreement, the following words and phrases shall havethe following meanings unless the context clearly indicates a different meaning:

"Approved Restaurants" shall have the same meaning as set forth in the IncentiveAgreement.

"City" means the City of Richardson, a Texas home rule municipality located in DallasCounty and Collin County, Texas.

"Commencement of Construction" shall have the meaning set forth in the IncentiveAgreement.

"Incentive Agreement" means that certain lopment Incentive Agreementbetween Developer and City dated 1o* A9 ,20 to the provision of one ormore economic incentives by City to Devebper'in exchange for Developer's development of theProperty with the Project (as def,rned in the Incentive Agreement), a true and correct copy ofwhich is attached hereto as Exhibit "A".

"Completion of Construction" shall have the meaning set forth in the IncentiveAgreement.

"Effective Date" means the date this Restriction Agreement is signed by the Parties.

"Force Majeure" means any contingency or cause beyond the reasonable control of aParby including, without limitation, acts of God or the public enemy, war, riot, civil commotion,insurrection, City delay of permits or other approvals, government or de facto governmentalaction (unless caused by acts of omissions of the Parly), fires, explosions or floods, strikes,slowdowns or work stoppages, adverse weather conditions, transportation delays or difficulties,shortages of materials or labor, financial institution shutdowns, electronic funds tansfer delaysor difculties, and economic disruptions.

"Improvements" means collectively the Infrastructure and all structures constituting theProject (as defined in the Incentive Agreement); together with all improvements and facilities ofany kind which are ancillary thereto (including but not limited to reasonably required parking,drives, landscaping and detention) or otherwise compatible therewith and which are approved byCity.

Exhibit "A' to Purchase and Sale greenent: City of Richardson toRicardson RP Developmenf Corp (Richardson Restaurant Park Project)

Page2

Q

"Land" means [insert the lot nd block legal description of lhe Land as set forth on theapproved re-plat of the PropertyJ, an addition to the City of Richardson, Dallas County, Texas,according to the plat thereof recorded as Instrument NoRecords, Dallas County, Texas.

"ROFR Price" means an amount equal to:

(a) $2,221,105.07;

Ofcial Public

mlnus

(b) an 'amount equal to all closing costs incurred by City pursuant to thePurchase Agreement; and minus

(c) an amount equal to the Purchase Grant and the portion of theInfrastructure Grant (as defined in the Incentive Agreement) paid to Developer as of thedate of closing following City's exercise of the Right.

"Property" collectively means the Land and any Improvements, or portion thereof,following construction thereof on the Land.

"Purchase Agreement" shall mean that certain Purchase and Sale Agreemenl, asamended or assigned, by and between City and Developer, datedthe sale of the Land by City to Developer.

2014, relatingto

"Purchase Grant" means the economic development grant provided by City to Developerpursuant to the Purchase Agreement and credited against the purchase price for the Land, whichamount is 82,221,105.07 .

"Required IJse" means the use and occupancy of the Properly for the Restaurant Park openfor business and serving the citizens of the City and the general public.

"Restaurant Park" or '?roject" shall have the same meaning as set forth in the IncentiveAgreement.

Article IIIRight of First Refusal

3.1 Grant of ROFR. Subject to the terms and conditions hereinabove and hereinafter setforth, Developer hereby agrees that City shall have, and hereby grants to City, during the periodcommencing upon the Eflective Date and ending upon the Commencement of Construction ("theROFR Period"), a right of first refusal (the "Right") to purchase the Property, or portion thereof,on the terms and conditions set forth herein.

3.2 Notice of Third-Party Offer. If (i) Developer receives a bona fide offer for the purchaseof any portion of Properly that it intends to accept, or (ii) Developer receives any offer topurchase the Properby or any portion thereof from any governmental exercise of the power ofeminent domain with respect to the Property, Developer shall give notice thereof in writing to

Exhibit '6" to Purchase and Sale Agreement: City of Richardson toRichardson RP Development Corp @ichardson Restaurant Park Project)

t'_l

Page 3

City (the "Third Party Notice"). The Third Party Notice shall include a copy of any offer to bemade or any offer received by Developer, the proposed purchaser, whether the purchase price isto be paid in cash, securites or evidenced by promissory notes, and the other material terms andconditions of such offer.

3.3 City's Exercise of the Risht. For a period of thirty (30) days after receipt by City of theThird Parfy Notice, City shall have the right to repurchase the Property or portion thereof whichis the subject of the Third Parry Notice, upon the same terms and price as set forth in the ThirdParfy Notice or for the ROFR Price, whichever is deemed by City to be more favorable to City.The Right may be exercised by City by providing written notice to Developer not later than thirfy(30) days after City's receipt of the Third ParfyNotice. City's notice shall indicate acceptance ofthe terms set forth in the offer as recited in the Third Parry Notce or the ROFR Price, asapplicable.

3.4 Citv Fails to Exercise the Risht. In the event City does not elect to exercise the fughtduring the thirty (30) day period following its receipt of the Third Parfy Notice:

(a) Developer may sell the Properfy, or portion thereof, at the price and on the termsand conditions described in the Third Party Notice during the one hundred eighty (180) dayperiod following the date of the Third Parly Notice; and

(b) City shall execute and deliver an acknowledgement, in recordable form,evidencing its waiver of the Right with respect to such sale. Developer agrees not to sell theProperfy, or portion thereof, during the ROFR Period at any lower price, on any terms orconditions more favorable to the buyer than those set forth in the Third Party Notice, or at anytime after expiration of the one hundred eighty (180) day period described above, wthout firstgiving City the opportunity to exercise the Right at such different price, on such altered termsand conditions, or at such later time.

3.5 No Release of Restrictions Required. City's failure to exercise the Right shall notconstitute a release of the obligations of any subsequent owner of the Land to comply with theobligations of this Restriction Agreement.

Article IVTerms of Sale Upon Exercise of Right

4.1 Effect of Exercise of tb$g!!. Upon any timely exercise of the Right by C inaccordance with the foregoing provisibns, the conveyance of the Properfy, or portion thereof toCity shall be in accordance with the provisions in this Article tV.

4.2. rts.(a) Not later than the fifteenth (15) business day after the exercise of the Right,

Developer shall, at Developer's expense, deliver to City:

( a current commitment for an O\ryner's Policy of Title Insurance from theTitle Company for the portion of the Properby to be conveyed to City, setting forth the

Exhibit (L" to Purchase and Sale Agreement: City of Richardson toRichardson RP Development Corp (Richardson Restaurant Park Project)

Prge 4

$bl:l2l16/14:66683)

state of title to the Properfy or portion thereof together with any easements or restrictions(existing or created pursuant hereto) benef,rting or burdening the Property, together withall exceptions or conditions to such title;

(i legible copies of all documents referenced in the Title Commitment;(ii any environmental studies or reports that Developer may have in its

possession with respect to the Property;

(iv) copies of all leases and rental agreements creating a leasehold interest inany portion of the Properfy; and

(v) tax certificate(s) regarding the payment of ad valorem taxes for currentand prior years.

(b) Upon any exercise of the Right, City shall have the right, at its sole option, tocause a boundary or "as-built" survey of the Properly to be made by a registered professionalland surveyor selected by City. Such survey shall be made at the sole cost and expense of Cify.

(c) City shall, not later than twenty (20) days after City's receipt of the last of theSurvey and Title Commitment, notify Developer and Title Company of any objections to theSurvey or Title Commitrnent. If there are objections by C, Developer shall in good faithattempt to satisfy them prior to Closing, but Developer shall not be obligated to incur any cost indoing so. If Developer delivers written notice to City not later than the tenth (l0m) calendar dayafter Developer's receipt of City's objections that Developer is unable to satisfy such objections,City may either waive such objections and accept title as Developer is able to convey orterminate the exercise of the Right by written notice to Developer and the Title Company.

4.3 Closine.(a) The closing of the sale of the Property or portion thereof identified in the notice

exercising the Right shall occur not later than sixty (60) calendar days following the date ofexercise of the Right unless otherwise extended by wriuen agreement of Developer and City.

(b) At the closing, Developer shall deliver to C:( a special warranty deed in form and substance substantially similar to the

form used to convey the Land, orportion thereof, and related rights and appurtenances toDeveloper, conveying good and indefeasible fee title to the Properly (or portion thereof,as applicable) described in the notice exercising the Right and/or the survey obtained byC (whichever is the most accurate description) to City, free and clear of any and allencumbrances except the Permitted Exceptions, save and except such oil, gas, and otherminerals as may have been reserved by prior grantors; and

(i possession of the portion of the Property described in the notice of theexercise of the Right, free of parties in possession.

Exhibit '54" to Purchase and Sale Agreement: City of Richardson toRichardson RP Development Corp (Richardson Restaurant Park Project)

Page 5

(kbl:12116/14:66683)

(c) At closing, C shall pay in cash or by certified or cashier's check the ROFRPrice out of which shall be paid all Closing Costs and other costs and expenses to be paid byDeveloper pursuant to this Article.

4.4 Taxes. Ad valorem taxes, assessments, and any other charges against the Properfy and/orImprovements conveyed to City pursuant to this Article IV shall be prorated as of the ClosingDate for the current year, such that Developer will be responsible for all such items which accrueprior to the Closing Date during its tenure of ownership, and City will be responsible for all suchitems which accrue on and after the Closing Date. Taxes and assessments for all prior years forDeveloper's tenure of ownership shall be paid by Developer.

4.5 Closins Costs.( Developer will pay and be responsible for the following closing cost:

( the cost of all tax certificates relating to all taxes and other assessmentsincurred or arising in relation to the Properly;

(i all fees and premiums for Basic Owner's Title Policy, excluding anydeletions from, or modifications of or endorsements, to the Basic Owner's Title Policy;

(ii one-half (Yz) of the Title Company's escrow fees;(iv) all recording fees;(v) all costs and expenses incurred by or on behalf of Developer, including

Developer's attorney' s fees;

(vi) all costs related to obtaining any releases of liens on the portion of theProperly conveyed relating to any loans secured by a deed oftrust lien on said properfy;and

(vi such other incidental costs and fees customarily paid by sellers of realproperty in Dallas County, Texas, for transactions of a similar nature to the transactioncontemplated herein.

(b) City hereby agrees to pay and be responsible for the following closing cost:( all fees and premiums for the Survey;(i one-half (%) of the Title Company's escrow fees;(ii all fees and premiums for any deletions from, or modifications of or

endorsements, to the Basic Owner's Title Policy

(iv) all costs and expenses incurred by or on behalf of City, including City'tattorneys'fees; and

Exhibit "A' to Purchase and Sale Agreement: City of Richardson toRichardson RP Development Corp (Richardson Restaurant Park Project)

Page 6

Q

(v) such other incidental costs and fees customarily paid by purchasers ofproperty in Dallas County, Texas, for transactions of a similar nature to the transactioncontemplated herein.

4.6 Permifted Exceptions. City acknowledges and agrees that the Property conveyedpursuant to this Article V will be conveyed by Developer at closing subject only to sucheasements, conditions and restrictions as have been approved or deemed approved by City,including; (i) utility easements granted by subdivision plat or instrument subsequent to thepurchase of the Land by Developer; and (ii) such other matters as City may waive, or asDeveloper is not otherwise obligated to cure or remove.

4.7 Conveyance As Is. City acknowledges and agrees that the Property conveyed pursuantto this Article V will be conveyed "AS IS" with all faults and defects, whether patent'or latent,existing as of the Closing. Except with respect to the quality of the title being conveyed byDeveloper as set forth in the Special 'lVarranty Deed, City acknowledges and agrees thatDeveloper will be making no representations, warranties, guarantees, statements or information,express or implied, pertaining to the Property, its condition, or any other mattets whatsoever,made to or fumished to City by Developer or any employee or agent of Developer, except asspecif,rcally set forth in this Restriction Agreement.

Article VRestrictions

5,1 Use of Property; Buildings. No building shall be constructed, reconsttucted, erected,altered, or placed on any portion of the Land other than the Improvements or other structures thatwill be used in conformance with the Required Use. The lmprovements shall not be used for anypurpose other than the Required Use.

5.2 Term of cfions- The restrictions set forth in Section 5.1, above, shall commenceonthe Effective Date and continuethereafteruntil the expiration of ten (10) years followingtheCompletion of Construction of the Improvements.

Article VIMiscellaneous

6.1 Enforcement. City shall have the right, but not the obligation, to enforce this RestrictionAgreement and any covenants and restrictions contained herein, as the same may be amended asherein provided. Subject to the limitation set forth in Section 5.1, above, enforcement of theprovisions set forth in Section 5. 1 contained herein may be exercised after failure of any personor persons violating or attempting to violate any covenants or restrictions to cure such violationor breach within two (2) thirly (30) day notice periods after receipt of written notice thereql byproceeding at law or in equity, against any person or persons violating or attempting to violateany covenants or restrictions, to restrain violation or to recover damages, and failure to enforceany covenant, restriction or condition shall not be deemed a waiver of the right of enforcementeither with respect to the violation in question or any other violation. This RestrictionAgreement is not intended to restrict the rights of the City Council of the City of Richardson toexercise its legislative duties and powers insofar as the Properby is concemed. For furtherremedy, Developer, for itself, its successors, and assigns agrees that City may withhold building

Exhibit "L" to Purchase and Sale Agreement: Cif,y of RichardsonRichardson. RP Development Corp (Richardson Restaurant Pa rk

toFroject)

Q

permits, development approvals, certificates of occupancy and/or final inspection necessary forthe lawful use of any portion of, the Property not then in compliance with the Required Use.City's right to repurchase the Property pursuant to the exercise of the Right as set forth in thisRestriction Agreement, and to obtain reimbursement of the lnfrastructure Grant pursuant to the .Economic Development Agreement, constitutes City's sole and exclusive remedy for any failureby Developer to Commence Construction or Complete Construction of the Improvements on theLand in accordance with this Restriction Agreement. The rights of City under this RestrictionAgreement may not be waived or released except pursuant to an amendment or terminationapproved in accordance with the provisions hereof, except by expiration of the Term.

6.2 Amendment. No amendment or termination of this Restriction Agreement shall beeffective unless and until approved by Developer and C; provided, however, City may,without the consent of Developer, terminate and release the restrictions set forth in Section 5.1.In the event Developer, or subsequent owner of the Properly desires to change, amend or alterthe covenants, conditions or restrictions as set forth herein, Developer, or subsequent owner, asthe case may be, shall file a written application for such change or amendment with City, whichshall approve or deny such application in whole or in part within thirty (30) days after receipt ofsuch application. Any change or amendment approved by C shall not be effective unless anduntil an instrument executed by City's Mayor or City Manager is recorded in the Official PublicRecords in the office of the Dallas County Clerk in accordance with this Section.

6.3 Notices. All notices, requests, demands or other communications required or permittedhereunder shall be in writing and shall be deemed to have been fully and completely made whengiven by hand, by confirmed facsimile transmission, by overnight delivery by Federal Express orother reliable courier or the mailing of such by registered or certified mail, addressed as follows:

If intended for C, to: With a copy to:City of RichardsonAttn: City Manager411 W. Arapaho RoadRichardson, Texas 75080

If intended for the Developer, to:Richardson RP Development Corpc/o Hermansen Land Development, Inc.Attn: Kirk M. Hermansen, President5944Lather Lane, Suite 725Dallas, Texas 75225

Peter G. SmithNichols, Jackson, Dillard, Hager & Smith, L.L.P.1800 Ross Tower500 North AkardDallas, Texas 75201

With a copy to:

Attn: Louis H. Lebowitz, PresidentSLJ Company,LLC431 1 West Lovers Lane, Suite 200Dallas, Texas 75209

Any parfy may at any time and from time to time by notice in writing to the other parly heretochange the name or address of the person to who notice is to be given as hereinbefore provided.

6.4 Successors and Assisns. This Restriction Agreement shall bind, and inure to the benef,rtof the parties and their respective successors and assigns

Exhibit (A)' to Purchase and Sale Agreement: City of Richardson toRchardson RP Development Corp @ichardson Restaurant Park Project)

Page 8

(*bl:-12116/14:66683)

6.5 Governinq Law, This Restriction Agreement is entered into and is intended to beperformed in the State of Texas, and the validity, enforceability, interpretation and constructionhereof shall be determned and govemed by the laws (other than conflict of laws provisions) ofthe State of Texas. Venue for any action under this Restriction Agreement shall be in the statedistrict court of Dallas County, Texas. The parties agree to submit to the personal and subjectmatter jurisdiction of said court.6.6 Recording. The parties agree that City may record this Restriction Agreement in theOfficial Public Records in the office of the Dallas County Clerk. City agrees to execute and filea release of this Restriction Agreement, the Restriction, ROFR or other applicable portion of thisRestriction Agreement, as appropriate, in said records upon request of Developer after theexpiration or termination of this Restriction Agreement, the Restriction, ROFR, or otherapplicable portion of this Restriction Agreement.

6.7 Covenants Run with the Property. This Restriction Agreement and the restrictions,covenants, and conditions set forth herein are for the purpose of protecting the value anddesirability of the Properly and accomplishing certain public purposes of the City of Richardsonand, consequently, shall run with the Property and be binding on the Developer and all partieshaving all right, title, or interest in the Land, in whole or in part, and their heirs, successors andassigns. These covenants, conditions and restrictions shall be for the benefit of the City ofRchardson, Texas. This Restriction Agreement is binding upon Developer and each and everysubsequent owner, tenant, subtenant, licensee, manager, and occupant of all or any portion of theProperby, but only during the term of such party's ownership, tenancy, license, management oroccupancy of the Properby, for which such party shall remain liable and shall be binding uponand inure to the benefit of City and its successors and assigns. It is expressly understood andagreed that acceptance of title to all or a portion of the Property shall automaticalTy, and withoutfurther acknowledgement or confirmation from the owner, constitute such owner's assumption ofthe obligations of Developer hereunder.

6.8 Severability. lnvalidation of any one of these covenants, conditions, or restrictions byjudgment or court order shall in no way affect any other provisions, and all other provisions shallremain in full force and effect.

6.9 Entire Agreement. This Agreement constitutes the entire agreement between the partieshereto with respect to the subject matter hereof, and no statement, promise, representation ormodification hereof by any petson, if any, and whether oral or written, shall be binding upon anyparly.

6.10 Counterparts. This Agreement may be executed by the parties hereto in separatecounterparts; each of which when so executed and delivered shall be an original, but all suchcounterparts shall together constitute one and the same instrument. Each counterpart may consistof a number of copies hereof each signed by less than all, but together signed by all of the partieshereto.

(Signatures on Following Page)

Exhibit 664" to Purchase and'Sale Agreement: City of Richardson toRichardson RP Development Corp @ichardson Restaurant Park Project)

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SIGNED AND AGREED on this

-

day of 20r4.

Crrv or RrcHrusoN, Trxl,s

By:Dan Johnson, City Manager

City's Acknowledgment

STATE OF TEXAS

COUNTY OF DAILAS

Acknowledged before ffi, the undersigned authority, this day of2014, by Dan Johnson, City Manager, City of Richardson, a Texas

home rule municipality, on behalf of said municipality

Notary Public, State of Texas

My Commission expires:

s

s

$

Page 10

$bl:.12116114:66683)

Exhibit "^" to Purchase and SaIe Agreement: Cify of Richardson toRichardson RP Development Corp (Richardson Restaurant Park Project)

SIGII-ED AND AGREED on this day of 2014.Richardson RP Development Corp,

a Texas corporation

By: --

Kfuk M. Hermansen, Co-CEO

By:Louis H. Lebowitz, Co-CEO

Developer's Acknowledgment

STATE OF TEXAS

COUNTY OF DAILAS

This instrument was acknowledged before me on the day2014, by Kirk M. Hermansen, Co-CEO, Richardson

ofRP

Development Corp, a Texas corporation fo,r and on behalf of said corporation

Notary Public, State of Texas

My Commission expires:

STATE OF TEXAS

COI]NTY OF DALLASThis instrument \ryas acknowledged before me on the day

, 2014, by Louis H. Lebowitz, Co-CEO, RichardsonDevelopment Corp, a Texas corporation, for and on behalf of said corporation.

Notary Public, State of Texas

My Commission expiies:

$$$

s$$

ofRP

"l'-'

Page Exhibit "A" to Purchase and SaIe Agreement: City of Richardson toRichardson RP Devlopment Cop (Richardson Restaurant Park Project)

Qrbl:l2l16114:66683)

Exhibit "A to Restriction Agreement

COPY OF ECONOMIC DEYELOPMENT AGREEMENT

Prge12 | Exhibit *A'toI Richardson RP