PIIRCIIASE AND SAIE AGREEMENT

City of Richardson, a Texas home rule municipality

Seller:

seller's Address:

f,tti*:f,"ff lT..nr

Manager

Richardson, Texas 75081

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

Seller's
Attorney:

Peter G. Smith

Kevin B. Laughlin
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 7520I

Facsimile: (214) 965-0010

Phone: (214)965-9900
E-mail: psmith@,njdhs.com
klauehlin@nidhs.com
Purchaser:

Richardson RP Development Corp, a Texas corporation

Purchaserts
Address:

c/o Hermansen Land Development, lnc

Atbn: Kirk M. Hermansen, President
5944Luther Lane, Suite 725
Dallas, Texas 75225

Facsimile:

t_J _-_

Phone: (2:J) ztt- trzot *t4

E-mail : kirk@hermansenlanddevelopment. com

Purchaser's
Attorney

c/o.Louis H. Lebowitz
4311 trrI. Love rs Lane. Suite 200

Dallas, Texas

75209

Facsimile: C-) _-_

Phone: 1) sro- ssl

E-mail: tlebowrz

Page 1

x2
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Purchase and SaIe Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park

Project)

, kbr:r2 6^4:66683)

Property:

1_1:
A 3 .023+ acre tract of land out of the Lavinia McCommas Survey, Abstract
No. 927, City of Richardson, Dallas County, Texas, and being the same
property more particularly described in the certain Special Warranty Deed
dated July 31, 2012, from Baldev Patel and Chandrika Patel to the C of
Richardson, 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, Abstract
No. 927, City of Richardson, Dallas County, Texas, and being the same
property more particularly described in the certain Special Warranty Deed
dated July 31.,2012, from Duckwin, LLC to the City of Richardson, Texas,
filed July 31, 2012, as lnstrument No. 201200223511, Official Public
Records, 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 in
or under the bed of adjacent streets, alleys, roads or rights of way, (iii)
easements or rights of way appurtenant to or otherwise benefrtting said
tract, (iv) utility capacities, commitments, reservations and other rights and
capacities (including but not limited to stormwater detention rights) related
to said tract, (v) all permits and approvals relating to said tract. (vi) all
development rights relating to said tract, (vii) all rights to credits, refunds
and reimbursements associated with said hact, (viii) all water and drainage
rights associated with said tract, (ix) all reversionary rights related to said
tract, and (x) all other rights and appurtenances of any kind related to said
tract.

Restriction
Agreement:

That certain Restriction Agreement by and between Seller and Purchaser

attached hereto as Exhibit "A", subject, however, to such modifications as
may be reasonably requested by any lender providing financing with
respect to the Properfy, provided such modifications do not require the
Seller subordinate its rights under the Restriction Agreement to such
lender.

fncentive
Agreement:

Page2

That certan Economic Development Incentive Agreement between Seller

2014, relating to the provision of
and Purchaser dated
grants by Seller to Purchaser
incentive
economic
development
one or more
in exchange for development of the Properfy with the Project and the
Infrastructure (as those terms are defined in the Incentive Agreement).

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

(kbl:12/16/14:66683)

Lease:

Lease agreement between Purchaser and an Approved Restaurant (as

defined in the Incentive Agreement) for the lease by Purchaser to an
Approved Restaurant of a portion of the Properly as part of the
development of the Project on the Property.

Title Company:

Republic Title of Texas, Inc.

Attn: Tammie Cooper, Vice-President
2626Howell Streei, 10th Floor
Dallas, Texas 75204

Facsimile: (972) 516-2507

Telephone: (214) 855-8886
tcooper@republictitle.com

E-mail:
Inspection
Period:

The period commencing on the Effective Date and ending ninety (90) days
after the Effective Date.

Earnest Money:

$0.00

Option Fee:

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

Closing Date:

On or before thirfy (30) days after the end of the Inspection Period, or other
date mutually agreed to by the parties in writing.

Purchase Price:

Two Million Two Hundred Twenty-One Thousand One Hundred Five and
07 I 100 Dollars (52,221,105.07).

Purchase Grant:

An economic development grant pursuant to Chapter 380 of the Texas

Local Govemment Code, as amended, by Seller to Purchaser in the amount
of the Purchase Price to be applied at Closing to the balance to the payment
ofthe Purchase Price.

WIIEREAS, Purchaser owns or is under contract to purchase the real property and
improvements located at 760 South Central Expressway Richardson, Texas and 709,7I5, and
747 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, develop
the 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) freo
standing restaurants and related infrastructure with a minimum aggregate of 21,000 square feet

Page 3

Purchase and SaIe Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

(kbl:12116/14:66683)

of leasable space consistent with the Zoning and the Conceptual Plan (as those terms are defined
in the Incentive Agreement) for the Properby and the Company Site (the "Project"); and
\ryHEREAS, Seller has adopted proglams for promoting economic development, and this
Agreement, 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 accordance
with those programs; and
WHEREAS, Texas Tax Code $ 31 1.08(b), authorizes Seller to sell real properby located
in a tax increment hnancing reinvestment zone on the terms and conditions and in the manner it
considers 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 Financing
Reinvestment Zone No. One; and
\ryHEREAS, Seller's City Council finds and determines that the transfer and sale of the
Property to Purchaser for collective development of the Property and the Company Site for the
Project is advisable to implement the project plans for the City of Richardson Tax Increment
Financing ReinvestmentZone No. One; and

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

WHEREAS, Seller has determined that making an economic development grant to

Purchaser in accordance with Seller's economic development program will (i) further Seller's
economic development objectives; (ii) benefit Seller and Seller's inhabitants; and (iii) promote
local economic development and stimulate business and commercial activity in Seller's
incorporated limits; and

WIIEREAS, Seller's City Council does hereby approve this Agreement as a program for
making an economic development grant to Purchaser for the purpose of stimulating and
maintaining its commercial activity within Seller's incorporated limits, and to promote the
generation of sales tax, the enhancement of the property tax base, and to maintain and increase
Seller's economic vitality;
NOW, THEREFORE, in consideration of the sum of the payment of the Purchase Price
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Purchaser agree as follows:

1.

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

Page 4

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

@ichardson Restaurant Park

Project)

s.,:t2lt6/14:66683)

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 the

Property from the Title Company issued to Purchaser in the amount of the Purchase
Price, settng forth the state of title to the Properly together with any easements or
restrictions (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)
and

tax certificate(s) regarding the payment of ad valorem taxes for current

prior years;

(v)

the most recent survey and plat of the Property that S_eller has in its
possession. Seller shall not be required to obtain a new survey of the Properly at Seller's
expense;

(v

notices or other documents regarding any uncured violation of applicable

laws, rules, regulations, codes or ordinances regarding the Property, or relating to any
actual or claimed existence, release or disposal of any toxic or hazardous substance or
waste in, upon or affecting the Properfy, or relating to any pending or threatened
litigation affecting the Properfy; and

(vi

any other documents or information in Seller's possession relating to the

Properfy which may be reasonably requested by Purchaser.

(b)

Not later than fofty-five (45) calendar days after the Effective Date, Purchaser

may, at Purchaser's expense and option, obtain an updated survey (the "Updated Survey") of the
Properfy prepared by a duly licensed Texas Registered Public Land Surveyor. The Updated
Survey 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, and
rights-of-way on or adjacent to the Properfy, if any, and shall contain the surveyor's certification
that there are no encroachments on the Properly other than what are listed on the Title
Commitment and shall set forth a metes and bounds description of the Properfy. If different than
the platted description of the Properfy, the legal description contained in said Updated Survey
shall 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 of
the Updated Survey and Title Commitment (or after the expiration of the period for obtaining the
Survey, if a Survey is not obtained), notiff Seller and Title Company of any objections to the
Page 5

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park

Project)

(kbt:12t16^4:66683)

Survey or Title Commitment related to the Properfy. If there are objections by Purchaser, Seller
shall in good faith attempt to satisfy them prior to Closing, but Seller shall not be required to
incur 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 such
objections, Purchaser may either (i) waive such objections and accept title as Seller is able to
convey or terminate this Agreement by written notice to Seller and the Title Company prior to
the expiration of the Inspection Period or (ii) elect to extend the Closing Date, not to exceed an
additional sixty (60) days, in order to provide Seller additional time to cure the objections. If
Purchaser elects to extend the Closing Date, and Seller fails to cure the objection with such
period, Purchaser may either waive the objection and proceed to Closing, or terminate this
Agreement 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 during
regular business hours upon reasonable notice and conduct such inspections, tests and studies as
they 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 prior
to the expiration of the Inspection Period. In such event, neither Party shall have any fuither
claim against the other under this Agreement. If Purchaser does not timely terminate this
Agreement under this Section 3, it shall have no further right to do so under this Section 3; and
Purchaser 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 solely
responsible for any damages caused thereby Purchaser shall repair anv damage to the
contractors. reDresentatives. consultants
Pronertv it causes or that is caused by its

or emplovees. and shall indemnify and defend Seller and hold Seller harmless from and

rule. resulation. code or ordinance durins

conditions present at the Property.

4.

insnecfion- or discoverv of anv nreexistins

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:

Page 6

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

Q<bl:12/16/14:66683)

a special r/arranty deed in form and substance reasonably acceptable to

Seller and Purchaser, conveying good and indefeasible title to the Properly to Purchaser,
free and clear of any and all encumbrances except the Permitted Exceptions, excluding
the mineral rights, such mineral rights being reseryed by Seller to the extent not
previously reserved by prior grantors;

(i

such documents as may be reasonably required by Title Company in order

to 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's
expense;

(ii

the Restriction Agreement duly executed by Seller;

(iv)

the Incentive Agreement duly executed by Seller, if not already signed and

delivered; and

(v)
(b)

possession of the Properfy, free of parties in possession.

At the Closing, Purchaser shall deliver to Seller through the Title Company:

( the Purchase Price (it being acknowledged and understood that by Seller
crediting the Purchase Grant to the Purchase Price, Purchaser will be paying no
additional 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 to

close 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 to
Purchaser. Seller shall not be responsible for payment of property taxes assessed against the
Property for periods after the date of Closing, if any become due and payable. Purchaser shall
not be responsible for the payment of property taxes assessed against the Properly attributable to
periods prior to Closing.

PageT

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

(kbl:12116114:66683)

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 assessments

incurred 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 Title
Policy, and all costs related to issuance of any Mortgagee's Title Policy or Loan Title
Policy Binder on Interim Construction Loan, if any;

(iv)

Recording fees for the special warranty deed, the Second Lien Deed of
Trust, and the Restriction Agreement;

(v)

all costs and expenses incurred

Purchaser's attorney's fees; and

by or on behalf of Purchaser, including

(vi) such other incidental costs and fees customarily paid by purchasers of real
property in Dallas County, Texas, for transactions of a similar nature to the transaction
contemplated 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 of

property in Dallas C.ounty, Texas, for transactions of a similar nature to the hansaction
contemplated 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 the

Incentive Agreement;

(b)

Purchaser having executed and delivered in recordable form a Second Lien Deed

of Trust;

(c)

The Properly being platted in conjunction with the Company Site, if necessary, so
constitutes one or more defined lots as determined in accordance with applicable
provisions of the City of Richadson Subdivision and Development Ordinance, as amended

that

it

Page 8

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)
(kbl: l2l

6I 1 4

66683):

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

(d)

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

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

(1)

'Water

and sewer easement dated February 3, 1958, granted to the City of

Richardson, Texas, and recorded August 14,1958, in Volume No. 4946, Page 24,Deed
Records, Dallas County, Texas;

(2) Water and sewer easement dated February 3, 1958, granted to the C of
Richardson, Texas, and recorded August 14, 1958, in Volume No. 4946, Page 29,Deed
Records, Dallas County, Texas;
(3) Garbage collection and public utilities easemenl dated February 3,1958, granted
to the C of Richardson, Texas, and recorded August 14, 1958, in Volume No. 4946,
Page25, Deed Records, Dallas County, Texas;

Page 9

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

@ichardson Restaurant Park Project)

G bLtvt6n4:66683)

(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, Deed
Records, Dallas County, Texas.

(b)

Purchaser understands, acknowledges, and agrees that if the plat of the Properly is
approved prior to Closing, all rights-of-ways and easements dedicated to Seller on behalf of the
public and which appear on the f,rnal plat of the Properly may be reserved by Seller prior to
Closing for itself and its successors and assigns and the public, which reservations shall
constitute Permitted Exceptions at Closing to the extent they affect the Properby. If the plat of
the 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 Permitted
Exceptions.

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, enforceable
against Seller in accordance with its terms; (b) no other person has any interests in or claims
against the Properly (other than as reflected by the Title Commitment); (c) except as may be set
forth in the documents delivered by Seller to Purchaser pursuant to Section 2(a), it has no actual
knowledge of any uncured violation of applicable laws, rules, regulations, codes or ordinances
with respect to the Properby, nor of any existence, release or disposal of any toxic or hazardous
substance or waste upon or affecting the Properfy, nor of any pending or threatened litigation
affecting the Property; and (d) it will not hereafter encumber the Properfy, or take any other
action with respect to the Property which Seller knows will materially adversely affect the

development, 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 Agreement
represents the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in
accordance with its terms. The only representations made by any party concerning the Property
and this Agreement are as set out in this Section 10.
1

1.

Propertv Sold As Is.

(
1S

will

be made on

shall constitute an acknowledement bv

of
that the Prooertv was acceoted without

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

in this Asreement and exceot for the

(b)
Excent as otherwise soecificallv set
warrantv deed- Seller herebv soecificallv
soecial warranties of title set forth in the

Page 10

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

(kbl:12/16/14:66683)

of 1m ^li-'l
^?1 ^r rrri+f
with
to
condition of the Prooerlv and the suitabilitv

\/hfher

eYrPce

of

roa+

firfrrra

as to
the nature
for anv and all activities and uses which
^+L^^,,; ^f

ma

wav to the Property. (iii) the compliance of the Prooertv or its ooeration with anv laws.
or waste
incl
+^1^l^

rrofa

"-l-*-^"-

reoenr^io

li-ifafinnc

-^

-^-:^ - +L-,,,+L'{-^,,,^l of water o- fo"lfi--

or an

V1

of water flood

of

or

utilities

the

or

governmental

re

authoritv. fx) usases

lxi)

of adioinins

access

to

the

and

an

condition of
to

liens

of

or
lPurchaser affrrmins

iudsment to select or
no waan

Purchaser has not relied on Seller's skill

Property is fit for any particular purpose).

(c)
+l^^ ^^^^-i-"-+-'

to

o-o*i-o

onJ

nrac1-icafa

fhp

D-^^{-r

^^,1

+I^^+

-"-^l^.";--

1"o nnarfx

Purchas

solel

warranties of title set forth in the soecial

Purchaser's determination of the value of the
infnmqfinn nrnrirlerl or to be
nrrt qnrl nnf on

(d)

deed. knowledse

of the Prooerbv and

and uses to which the Prooertv mav be

Jol Ltr Qollo.

The provisions of this Section 11 shall survive the termination of this Aereement

and 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 by

Seller located in and undef and that may be produced from the Properfy to the extent not
reserved by prior grantors; and that Seller, for itself and its successors and assigns a$ees (i) to
waive all surface rights and other rights of ingress and egress in and to the Properfy, and (ii) that
Page 11

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Rchardson Restaurant Park

Project)

g:12t16t14:66683)

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 of
the 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 and
gas 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 or
unitization 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 are
drilled 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 support
of any improvements constructed or to be constructed on the Properfy. The foregoing
reservation of minerals and Seller's waiver of surface rights set forth above shall survive closing
and 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 of
Option Fee. No termination shall occur pursuant to a default until the non-defaulting parly has
provided written notice of default not less than ten (10) days prior to the proposed date of
termination 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 after
placing the notice in a receptacle of the United States Postal Service, postage prepaid and
properly addressed, and notice sent by facsimile transmission shall be effective upon electronic
confirmation of receipt. In addition, copies of notices shall be provided to the party's attorney at
the 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 to
Chapter 311 of the Texas Tax Code. The parties further understand, acknowledge and agree that
the sale of the Property is exempt from being sold through competitive bidding or auction
pursuant to Tex. Local Govt. Code $272.001(bX6).

16.

Second Lien Deed of Trust. As a condition to Closing, Purchaser agrees to

execute in a form reasonably agreeable to the parties a second lien deed of trust conveying to
Kevin B. Laughlin and Peter G. Smith, as trustees, for the benefit of Seller a deed of trust lien on
the Property in the amount of the Purchaser Price to secure Purchaser's performance of the
Incentive Agreement (the "second Lien Deed of Trust"). The Second Lien Deed of Trust shall
Page12

Purchase and Sale Agreement: City of Richardson to Richardson RP Development Corp

(Richardso Restaurant Park Project)

(kbl:l2ll6/14:66683)

be expressly subordinate to any deed of trust lien securing the interim construction loan, and any
other 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 the

Company Site. The Second Lien Deed of Trust shall provide for a six (6) month cure period in
the event of a default thereunder. Seller agrees that the Second Lien Deed of Trust shall mature
on the date of the deadline for Completion of Construction of the Infrastructure as provided in
Section 3.1 of the Incentive Agreement. Provided that Purchaser is not in default of the
Incentive Agreement, Seller agrees to release the Second Lien Deed of Trust upon Completion of
Construction of the Infrastructure as provided in the Incentive Agreement, which obligation shall
survive the Closing. Seller's rghts and remedies pursuant to the Second Lien Deed of Trust
shall be in addition to any rights or remedies granted to Seller pursuant to this Agreement or the
Incentive Agreement.

17.

Miscellaneous. This Agreement is subject to the following additional provisions

and conditions:

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

Modifications. This Agreement may only be modified by a written document

signed 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 any
person or entity with the express written consent of Seller (which consent shall not be
unreasonably withheld).
(d)

Time is of the Essence. Time is of the essence with respect to the performance by
parties
of their respective obligations hereunder.
the

(e) Effective Date. The Effective Date of this Agreement shall be the last date on
which the authorized representatives of all Parties have signed this Agreement, and the Title
Company 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 the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday, federal
holiday, or a day on which Seller's main offices are not open for regular business, then the end of
such 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

the

Property.

(h) Brokers. The parties represent and warrant that they have not worked with any
broker relative to this transaction and that no brokerage commission is due and payable upon the
Closing. To the extent allowed by law, each parfy shall indemnifr each other from any claim for
Page 13

Purchase and SaIe Agreement: City of Richardson to Richardson RP Development Corp

@ichardson Restaurant Park Project)

,}.bl:12/16/14:66683)

brokers' commissions relative to the sale of the properly and alleged to be due by, through or
under 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 same
instrument; but in making proof of this Agreement, it shall not be necessary to produce or
account for more than one such counterpart.
Legal Construction. h the event any one or more of the provisions contained in
this 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 Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in

0)

it.

i1<)

Law Governing. This Agreement shall be construed under and in accordance with
the laws of the State of Texas; and venue for any action arising from this Agreement shall be in
the State District Court of Dallas County, Texas. The parties agree to submit to the personal and
subject matter jurisdiction of said court in any such action.

Survival of Covenanls. Any of the representations, wartanties, covenants, and

obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall surviv'e.

0)

(m)

Employment of Undocumented Workers. Purchaser understands, acknowledges,

and agrees that the Purchase Price is being off-set with an economic development grant in the
form of the Purchase Grant. During the term of this Agreement, and for a period of ten (10)
years after the Closing and conveyance of the Property to Purchaser, Purchaser agrees not to
knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C.
Section 1324a (f), Purchaser shall pay the amount of the Purchase Grant and any other funds
received by Purchaser from Seller as of the date of such violation within 120 days after the date
Purchaser is notified by Seller of such violation, plus interest at the rate of 6olo compounded
annually from the date of violation until paid. Purchaser is not liable for a violation of this
section by a subsidiary, affiliate, or franchisee of Purchaser or by a person with whom Purchaser
contracts. This Section 15(m) shall survive the Closing.

(n)

Termination of Incentive Agreement. ln the event this Agreement is terminated

for any reason prior to Closing and conveyance of the Properly to Purchaser, the lncentive
Agreement shall terminate on the date this Agreement is terminated.

(Signatures on Following Page)

Page 14

Purchase and Sale Agreement: Cify of Richardson to Richardson RP Development Corp

(Richardson Restaurant Park Project)

(kbl:12116/14:66683)


SIG|I-ED AND AGREED this tne

TLlJay

20r(

of

Seller: City of Richardson, a Texas home rule

municipalify
By

Dln
SIGNED AND AGREED this the

day

City Manager

of

2014.

Purchaser:
Richardson RP Development Corp,
a Texas corporation

By:
Co-CEO

By:
H.

Co-CEO

RECEIPT OF CONTRACT

Title Company acknowledges receipt of a copy of this Agreement executed by both

20t4
Seller and Purchaser on the _ day of

By:
Name:

Page 15

Purchase and Sale Agreement:

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, LLP

Attention: Kevin B. Laughlin
500 N. Akard, Suite 1800
Dallas, 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 FOLLOWING

INFORMATION FROM ANIY INSTRUMENT TIIAT TRANSF'ERS AN INTEREST IN

REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRTVER'S LICENSE NUMBER
STATE OF TEXAS

$
$

COUNTY OF COLLIN

RESTRICTION AGREEMENT
(With Right of First Refusal)

This RESTRICTION AGREEMENT ("Restriction Agreement") is made and entered

into as of the Effective Date by and between the City of Richardson ("City"), a Texas nonproft corporation, and Richardson RP Development Corp ("Developer") a Texas corporation
(City and Developer sometimes hereafter collectively referred to as "Parties" or separately as "a
Party" or "the Party")

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

WHEREAS, City has, as a condition and additional consideration of the conveyance of

the Land to Developer, desires to restrict the use of the Land and require Developer to develop
the 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") with
respect 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 are
hereby acknowledged, the parties hereby agree as follows:

Page

r5A" to Purchase and Sale greement: Cify of Richardson to

RichardsonRP Development Corp @ichardson Restaurant Park Project)

Exhibit

.$bl:

12 I

6/ | 4

:66683)

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

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

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

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

of Construction" shall have the meaning set forth in the Incentive

lopment Incentive Agreement

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

"Completion

of

Construction" shall have the meaning set forth

in the Incentive

Agreement.

"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 a
of God or the public enemy, war, riot, civil commotion,
permits
other
approvals, government or de facto governmental
or
insurrection, City delay of
action (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 delays
or difculties, and economic disruptions.
Parby including, without limitation, acts

"Improvements" means collectively the Infrastructure and all structures constituting the
Project (as defined in the Incentive Agreement); together with all improvements and facilities of
any 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 by
City.

Page2

Exhibit "A' to Purchase and Sale greenent: City of Richardson to

Ricardson RP Developmenf Corp (Richardson Restaurant Park Project)
Q<bl: 12 I 1, 6 / 14

:66683)

"Land" means [insert the lot nd block legal description of lhe Land as set forth on the
approved re-plat of the PropertyJ, an addition to the City of Richardson, Dallas County, Texas,
Ofcial Public
according to the plat thereof recorded as Instrument No
Records, Dallas County, Texas.
"ROFR Price" means an amount equal to:

(a)

$2,221,105.07;

mlnus

(b)

an 'amount equal
Purchase Agreement; and minus

to all closing costs incurred by City pursuant to

the

(c) an amount equal to the Purchase Grant and the portion of the
Infrastructure Grant (as defined in the Incentive Agreement) paid to Developer as of the
date 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, as
2014, relatingto
amended or assigned, by and between City and Developer, dated
the sale of the Land by City to Developer.
"Purchase Grant" means the economic development grant provided by City to Developer
pursuant to the Purchase Agreement and credited against the purchase price for the Land, which
amount is 82,221,105.07 .

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

'?roject" shall have the

same meaning as set forth in the Incentive

Article III
Right of First Refusal

3.1

Grant of ROFR. Subject to the terms and conditions hereinabove and hereinafter set
forth, Developer hereby agrees that City shall have, and hereby grants to City, during the period
commencing upon the Eflective Date and ending upon the Commencement of Construction ("the
ROFR 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 purchase
of any portion of Properly that it intends to accept, or (ii) Developer receives any offer to
purchase the Properby or any portion thereof from any governmental exercise of the power of
eminent domain with respect to the Property, Developer shall give notice thereof in writing to
Page 3

Exhibit '6" to Purchase and Sale Agreement: City of Richardson to

Richardson RP Development Corp @ichardson Restaurant Park Project)
t'_l

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

3.3 City's Exercise of the Risht. For a period of thirty (30) days after receipt by City of the
Third Parfy Notice, City shall have the right to repurchase the Property or portion thereof which
is the subject of the Third Parry Notice, upon the same terms and price as set forth in the Third
Parfy 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 of
the terms set forth in the offer as recited in the Third Parry Notce or the ROFR Price, as
applicable.

3.4

Citv Fails to Exercise the Risht. In the event City does not elect to exercise the fught
during 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 terms
and conditions described in the Third Party Notice during the one hundred eighty (180) day
period 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 the
Properfy, or portion thereof, during the ROFR Period at any lower price, on any terms or
conditions more favorable to the buyer than those set forth in the Third Party Notice, or at any
time after expiration of the one hundred eighty (180) day period described above, wthout first
giving City the opportunity to exercise the Right at such different price, on such altered terms
and conditions, or at such later time.
3.5

No Release of Restrictions Required. City's failure to exercise the Right shall not
constitute a release of the obligations of any subsequent owner of the Land to comply with the

obligations of this Restriction Agreement.

Article IV
Terms of Sale Upon Exercise of Right

4.1

Effect of Exercise of tb$g!!. Upon any timely exercise of the Right by C in

accordance with the foregoing provisibns, the conveyance of the Properfy, or portion thereof to
City 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 the

Title Company for the portion of the Properby to be conveyed to City, setting forth the
Prge 4

Exhibit

(L"

to Purchase and Sale Agreement: City of Richardson to

Richardson RP Development Corp (Richardson Restaurant Park Project)
$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 with
all exceptions or conditions to such title;

(i
(ii

legible copies of all documents referenced in the Title Commitment;

any environmental studies or reports that Developer may have

possession with respect to the Property;

in

its

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

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

(b)

Upon any exercise of the Right, City shall have the right, at its sole option, to

cause a boundary or "as-built" survey of the Properly to be made by a registered professional

land 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 the
Survey and Title Commitment, notify Developer and Title Company of any objections to the
Survey or Title Commitrnent. If there are objections by C, Developer shall in good faith
attempt to satisfy them prior to Closing, but Developer shall not be obligated to incur any cost in
doing so. If Developer delivers written notice to City not later than the tenth (l0m) calendar day
after 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 or
terminate 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 of
exercise 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 to
Developer, 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 by
C (whichever is the most accurate description) to City, free and clear of any and all
encumbrances except the Permitted Exceptions, save and except such oil, gas, and other
minerals as may have been reserved by prior grantors; and
(i

possession

of the portion of the Property described in the notice of the

exercise of the Right, free of parties in possession.

Page 5

Exhibit '54" to Purchase and Sale Agreement: City of Richardson to

Richardson RP Development Corp (Richardson Restaurant Park Project)
(kbl:12116/14:66683)

(c) At closing, C shall pay in cash or by certified or cashier's check the ROFR
Price out of which shall be paid all Closing Costs and other costs and expenses to be paid by
Developer pursuant to this Article.
4.4

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

incurred or arising in relation to the Properly;

(i

all fees and premiums for Basic Owner's Title Policy, excluding

any

deletions from, or modifications of or endorsements, to the Basic Owner's Title Policy;

(ii
(iv)

one-half (Yz) of the Title Company's escrow fees;

all recording fees;

(v) all costs and expenses incurred by or on behalf of Developer, including

Developer's attorney' s fees;
(vi)

costs related to obtaining any releases of liens on the portion of the

Properly conveyed relating to any loans secured by a deed oftrust lien on said properfy;

all

and

(vi

such other incidental costs and fees customarily paid by sellers of real
property in Dallas County, Texas, for transactions of a similar nature to the transaction
contemplated herein.

(b)

City hereby agrees to pay and be responsible for the following closing cost:

all fees and premiums for the Survey;

(i
(ii

one-half (%) of the Title Company's escrow fees;

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't

attorneys'fees; and

Page 6

Exhibit "A' to Purchase and Sale Agreement: City of Richardson to

Richardson RP Development Corp (Richardson Restaurant Park Project)
Q<bl:.12/16/14:66683)

(v)

such other incidental costs and fees customarily paid by purchasers of

property in Dallas County, Texas, for transactions of a similar nature to the transaction
contemplated herein.

4.6

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

4.7 Conveyance As Is. City acknowledges and agrees that the Property conveyed pursuant
to 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 by
'lVarranty
Deed, City acknowledges and agrees that
Developer as set forth in the Special
Developer 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 as
specif,rcally set forth in this Restriction Agreement.
Article V
Restrictions

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 that
will be used in conformance with the Required Use. The lmprovements shall not be used for any
purpose other than the Required Use.

5.2

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

Article VI
Miscellaneous

6.1

Enforcement. City shall have the right, but not the obligation, to enforce this Restriction
Agreement and any covenants and restrictions contained herein, as the same may be amended as
herein provided. Subject to the limitation set forth in Section 5.1, above, enforcement of the
provisions set forth in Section 5. 1 contained herein may be exercised after failure of any person
or persons violating or attempting to violate any covenants or restrictions to cure such violation
or breach within two (2) thirly (30) day notice periods after receipt of written notice thereql by
proceeding at law or in equity, against any person or persons violating or attempting to violate
any covenants or restrictions, to restrain violation or to recover damages, and failure to enforce
any covenant, restriction or condition shall not be deemed a waiver of the right of enforcement
either with respect

to the violation in

question

or any other violation. This Restriction

Agreement is not intended to restrict the rights of the City Council of the City of Richardson to
exercise its legislative duties and powers insofar as the Properby is concemed. For further
remedy, Developer, for itself, its successors, and assigns agrees that City may withhold building
PageT

"L" to Purchase and Sale Agreement: Cif,y of Richardson to

Richardson. RP Development Corp (Richardson Restaurant Pa rk Froject)
Exhibit

Q<bl:l2ll6/14:66683)

permits, development approvals, certificates of occupancy and/or final inspection necessary for
the 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 this
Restriction Agreement, and to obtain reimbursement of the lnfrastructure Grant pursuant to the
Economic Development Agreement, constitutes City's sole and exclusive remedy for any failure
by Developer to Commence Construction or Complete Construction of the Improvements on the
Land in accordance with this Restriction Agreement. The rights of City under this Restriction
Agreement may not be waived or released except pursuant to an amendment or termination
approved in accordance with the provisions hereof, except by expiration of the Term.

6.2 Amendment. No amendment or termination of this Restriction Agreement shall be

effective 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 alter
the covenants, conditions or restrictions as set forth herein, Developer, or subsequent owner, as
the case may be, shall file a written application for such change or amendment with City, which
shall approve or deny such application in whole or in part within thirty (30) days after receipt of
such application. Any change or amendment approved by C shall not be effective unless and
until an instrument executed by City's Mayor or City Manager is recorded in the Official Public
Records 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 permitted

hereunder shall be in writing and shall be deemed to have been fully and completely made when
given by hand, by confirmed facsimile transmission, by overnight delivery by Federal Express or
other reliable courier or the mailing of such by registered or certified mail, addressed as follows:

If

intended for

C,

to:

City of Richardson
Attn: City Manager
411 W. Arapaho Road
Richardson, Texas 75080

If

intended for the Developer, to:

Richardson RP Development Corp

c/o Hermansen Land Development, Inc.
Attn: Kirk M. Hermansen, President
5944Lather Lane, Suite 725
Dallas, Texas 75225

With

a copy to:

Peter G. Smith

Nichols, Jackson, Dillard, Hager & Smith, L.L.P.

1800 Ross Tower
500 North Akard
Dallas, Texas 75201
With a copy to:
Attn: Louis H. Lebowitz, President
SLJ Company,LLC
431 1 West Lovers Lane, Suite 200
Dallas, Texas 75209

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

6.4
of

Successors and Assisns. This Restriction Agreement shall bind, and inure to the benef,rt

the parties and their respective successors and assigns

Page 8

Exhibit (A)' to Purchase and Sale Agreement: City of Richardson to

Rchardson RP Development Corp @ichardson Restaurant Park Project)

(*bl:-12116/14:66683)

6.5

Governinq Law, This Restriction Agreement is entered into and is intended to be

performed in the State of Texas, and the validity, enforceability, interpretation and construction
hereof shall be determned and govemed by the laws (other than conflict of laws provisions) of
the State of Texas. Venue for any action under this Restriction Agreement shall be in the state
district court of Dallas County, Texas. The parties agree to submit to the personal and subject
matter jurisdiction of said court.

6.6

Recording. The parties agree that City may record this Restriction Agreement in the
Official Public Records in the office of the Dallas County Clerk. City agrees to execute and file
a release of this Restriction Agreement, the Restriction, ROFR or other applicable portion of this
Restriction Agreement, as appropriate, in said records upon request of Developer after the
expiration or termination of this Restriction Agreement, the Restriction, ROFR, or other
applicable 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 and
desirability of the Properly and accomplishing certain public purposes of the City of Richardson
and, consequently, shall run with the Property and be binding on the Developer and all parties
having all right, title, or interest in the Land, in whole or in part, and their heirs, successors and
assigns. These covenants, conditions and restrictions shall be for the benefit of the City of
Rchardson, Texas. This Restriction Agreement is binding upon Developer and each and every
subsequent owner, tenant, subtenant, licensee, manager, and occupant of all or any portion of the
Properby, but only during the term of such party's ownership, tenancy, license, management or
occupancy of the Properby, for which such party shall remain liable and shall be binding upon
and inure to the benefit of City and its successors and assigns. It is expressly understood and
agreed that acceptance of title to all or a portion of the Property shall automaticalTy, and without
further acknowledgement or confirmation from the owner, constitute such owner's assumption of
the obligations of Developer hereunder.

6.8 Severability. lnvalidation of any one of these covenants, conditions, or restrictions by

judgment or court order shall in no way affect any other provisions, and all other provisions shall
remain in full force and effect.
6.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof, and no statement, promise, representation or
modification hereof by any petson, if any, and whether oral or written, shall be binding upon any
parly.
6.10 Counterparts.

This Agreement may be executed by the parties hereto

in

separate

counterparts; each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.

(Signatures on Following Page)

Page 9

664"

to Purchase and'Sale Agreement: City of Richardson to

Richardson RP Development Corp @ichardson Restaurant Park Project)

Exhibit

$bl:12/l6l14:66683)

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

s
s
$

day of
Acknowledged before ffi, the undersigned authority, this
a
Texas
City
of
Richardson,
City
Manager,
2014, by Dan Johnson,
home rule municipality, on behalf of said municipality

Notary Public, State of Texas

My Commission expires:

Page 10

Exhibit "^" to Purchase and SaIe Agreement: Cify of Richardson to

Richardson RP Development Corp (Richardson Restaurant Park Project)
$bl:.12116114:66683)

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

$
$

day of
acknowledged before me on the
2014, by Kirk M. Hermansen, Co-CEO, Richardson RP
Development Corp, a Texas corporation fo,r and on behalf of said corporation

This

instrument

was

Notary Public, State of Texas

My Commission expires:
STATE OF TEXAS

COI]NTY OF DALLAS

$
$

This

day
instrument \ryas acknowledged before me on the
Richardson
Lebowitz,
Co-CEO,
Louis
H.
2014,
by
,

of
RP

Development Corp, a Texas corporation, for and on behalf of said corporation.

Notary Public, State of Texas

My Commission expiies:

Page

"l

'-'

Exhibit "A" to Purchase and SaIe Agreement: City of Richardson to

Richardson RP Devlopment Cop (Richardson Restaurant Park Project)

Qrbl:l2l16114:66683)

Exhibit "A to Restriction Agreement

COPY OF ECONOMIC DEYELOPMENT AGREEMENT

Prge12 | Exhibit

*A'to

I Richardson RP