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RES 2026-12 Purchase and Sale Agreement Real Property RESOLUTION NO. 2026-12 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING A PURCHASE AND SALE AGREEMENT BETWEEN 915 TROPHY CLUB, LLC, AND THE TOWN OF TROPHY CLUB FOR THE PURCHASE OF REAL PROPERTY LOCATED AT OR NEAR 945 TROPHY CLUB DRIVE; AND AUTHORIZING THE TOWN MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS; DETERMINING THAT THIS MEETING WAS CONDUCTED IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Town of Trophy Club, Texas (the "Town"), is a home rule municipality acting under its charter adopted by the electorate pursuant to Article XI, Section 5, of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the 915 Trophy club, LLC, a Texas limited liability company, is the owner of a certain tract of real property more particularly described in the Purchase and Sale Agreement, which is attached hereto as Exhibit A(the"Agreement")and commonly referred to as 945 Trophy Club Drive, Town of Trophy Club, Texas (the"Property"); and WHEREAS, the Town Council desires to authorize the Town Manager to execute the Agreement and all documents necessary to purchase the Property in the amount of$1,800,000(the "Purchase Price") including, but not limited to, appraisal, closing, survey, title, and other related costs. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, THAT: SECTION 1 The findings declared, made and found in the preamble to this Resolution are hereby adopted, and made a part hereof of the operative provisions of this Resolution. SECTION 2 The Agreement,which is attached hereto as Exhibit A,is approved and the Town Manager is authorized to acquire the Property for the Purchase Price, including, but not limited to, the expenditure of appraisal, closing, survey, title, and other related costs. SECTION 3 The Town Manager is authorized to negotiate, finalize, and execute the Agreement and all documents necessary to complete the purchase of the Property, including, but not limited to, any matters reasonably requested by the title company, subject to review and approval by the Town Page 1 Attorney. SECTION 4 It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public, and that public notice of the time, place, and subject matter of the public business to be conducted at such meeting, including this Resolution, was given to all as required by the Texas Open Meetings Act. SECTION 5 If any part,section,paragraph,sentence,phrase,or word of this Resolution is for any reason held to be unconstitutional, illegal, invalid, or ineffective by a court of competent jurisdiction, or if any exception to or limitation upon any general provision herein contained is held to be unconstitutional,illegal, invalid, or ineffective by a court of competent jurisdiction, the remainder of this Resolution shall nevertheless stand effective and valid as if it had been enacted without the portion held to be unconstitutional, illegal, invalid, or ineffective. SECTION 6 This Resolution shall become effective immediately upon passage. PASSED AND APPROVED ON THIS THE 8TH DAY OF JUNE, 2026. of TROp _��.�Atli, L, io 7 ette ;��fan y,i/ ayor III ii ATTEST: 'IC �� Co v Tammy Dixon i own Secretary APPROVED AS TO FORM: Dean Roggi Attorney Page 2 EXHIBIT A Purchase and Sale Agreement Page 3 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT(this"Agreement")dated as of the Effective Date (defined below) is between 915 Trophy Club, LLC (the "Seller") and the Town of Trophy Club, a Texas home rule municipality("Purchaser"). 1. Agreement to Sell and Purchase. Subject to the terms and conditions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase Seller's right,title and interest in and to the condominium unit, located at 945 Trophy Club Dr., in the Town of Trophy Club, Denton County, Texas, as generally described and depicted on the attached Exhibit A attached hereto together with all of Seller's right, title and interest in and to any rights, privileges, and appurtenances belonging thereto, including, without limitation,the office/gym space buildings,fixtures, equipment,and improvements,an assignment of leases which Purchaser may elect to assume, service and other contracts affecting the Property which Purchaser may elect to assume,personal property owned by Seller, including,but not limited to desks, chairs,tables, gym or recreational equipment, appliances, furniture, audio visual, and other similar items located on or used in connection with the operation of the Property and all intangibles (including names, permits, warranties,licenses,and entitlements related to the Property)(collectively called the"Property");provided, however, the Property excludes Seller's business, goodwill, trade names, trademarks, logos, websites, domain names, phone numbers, email addresses, social media accounts, intellectual property, books and records,cash,accounts,and other business assets.As additional consideration under this Agreement, Seller will grant Purchaser the right and privilege to access the outdoor play area located north of the Property,by license to be executed by the parties prior to Closing(the"Play Area License"). 2. Purchase Price; Earnest Money. (a) Purchase Price. The purchase price for the Property shall be $1,800,000 (the"Purchase Price"). (b) Earnest Money. Within three (3) business days after the Effective Date, Purchaser shall deposit earnest money in the amount of$20,000(the"Earnest Money")with the Title Company to be held by the Title Company in an interest-bearing escrow account. If this Agreement has not been terminated by Purchaser prior to the expiration of the Contingency Period,then the Earnest Money shall be non-refundable to Purchaser except as expressly provided herein and shall be held and disbursed by the Title Company's escrow agent to be applied to the Purchase Price at Closing, or as otherwise set forth in this Agreement. Upon expiration of the Contingency Period,the Earnest Money shall only be refundable to Purchaser under the following circumstances: (i) Purchaser terminates this Agreement as a result of Seller's default after notice and expiration of any applicable cure period; or (ii) as otherwise expressly provided for in this Agreement. (c) Independent Contract Consideration. Seller and Purchaser agree that $100.00 out of the Earnest Money has been bargained for and agreed to as consideration for Purchaser's exclusive option to purchase the Property and the Contingency Period provided herein,and for Seller's execution and delivery of this Agreement(the"Independent Contract Consideration"). The Independent Contract Consideration is non-refundable in all events. If the transaction contemplated herein is consummated by the parties, the Independent Contract Consideration will be applied to the Purchase Price at Closing. However, if this Agreement is terminated for any reason, the Title Company shall immediately release the Independent Contract Consideration to Seller, and then distribute the Earnest Money as provided in this Agreement. 3. Due Diligence Materials. (a) Within five (5) business days after the Effective Date, Seller will deliver or cause to be delivered to Purchaser copies of the following documents to the extent the same are in Seller's possession (herein, the"Due Diligence Materials"), which Seller will have the option of delivering in an electronic format such as by e-mail or via a web-based data room: any prior survey(whether one or more,the"Prior Survey"), and copies of all leases, condominium covenants and restrictions, site plans, drawings,title,tax, zoning, operating expense, manufacturers' warranties, environmental reports, soil studies, engineering reports, or other geotechnical studies. 4. Title; Survey; Objections. (a) As soon as practicable after the Effective Date,Seller will cause the Title Company to issue and deliver to Purchaser a current TLTA Form T-7 Commitment for Title Insurance (the"Title Commitment") for a standard TLTA Form T-1 Owner's Policy of Title Insurance acceptable to the Purchaser, with copies of all exception documents referenced therein (the"Title Policy"). Within thirty (30) days after the Effective Date, Purchaser shall obtain a current on-the-ground TLTA survey (or an update of an existing on-the-ground survey) (the "Survey") of the Property, prepared by a registered professional land surveyor reasonably acceptable to Purchaser and the Title Company, and in a form that allows the Title Company to delete the survey exception (except as to "shortages-in-area") from the Title Policy. The costs of the Survey shall be the responsibility of Purchaser. (b) Not later than fourteen (14) business days after receiving both the Survey and the Title Commitment (the"Objection Deadline"), Purchaser may give written notice to Seller and the Title Company (the"Objection Notice") of any matters contained in the Title Commitment or the Survey to which Purchaser objects(the"Title Objections"). Any matters in the Title Commitment or Survey to which Purchaser does not timely object shall constitute "Permitted Exceptions." In the event that the Title Company adds any new exceptions to the Title Commitment after the expiration of the Objection Deadline, Purchaser shall have the right to object to such new exceptions within five(5)business days after receiving such new exceptions. If Purchaser gives notice of its Title Objections within the time period set forth above, Seller shall have ten(10)business days after receipt thereof to notify Purchaser that Seller either will cause or elects not to cause any or all of the Title Objections disclosed therein to be removed or insured over by the Title Company. Seller shall not be obligated to cure or attempt to cure any Title Objection, other than voluntary liens or deeds of trust filed against the Property arising by,through,or under Seller or mechanic's liens resulting from the acts or omissions of Seller,which Seller shall cure prior to the Closing Date without necessity for a Purchaser's objection, provided Seller may use Closing proceeds to effect such cure. If Seller does not notify Purchaser within such ten(10)business day period as to any Title Objection shall be deemed an election by Seller not to remove or have the Title Company insure over such Title Objections. If Seller notifies or is deemed to have notified Purchaser that Seller will not remove nor have the Title Company insure over any or all of the Title Objections, Purchaser shall have until the fifth(5th) business day after the expiration of such ten(10) business day period to (i)terminate this Agreement or(ii)waive such Title Objections (in which event the matters in the Title Objections shall be deemed to be Permitted Exceptions) and proceed to Closing without any reduction in the Purchase Price on account of such Title Objections. If Purchaser does not give such notice within said five(5)business day period,Purchaser shall be deemed to have elected to waive its Title Objections, and the matters in such Title Objections shall be deemed to be Permitted Exceptions. 5. Inspections. (a) Purchaser shall have the right during the Contingency Period (unless this Agreement is terminated earlier as provided herein), to enter upon the Property at all reasonable times and from time to time to inspect the Property and for any purpose contemplated by the terms and conditions hereof, subject to the rights of tenants or occupants, if any, and upon not less than twenty-four(24) hours' prior notice to Seller;provided,however,that any entry shall be at the sole cost and expense of Purchaser.Purchaser shall not conduct any invasive, intrusive, destructive, subsurface, environmental, geotechnical, or physical testing without Seller's prior written consent, which may be withheld in Seller's reasonable discretion. Purchaser agrees to (i)satisfy any and all mechanic's liens which may be filed or threatened against the Property as a result of such entry by Purchaser, or any of its employees, agents, principals or independent contractors, onto the Property, and(ii)if this transaction does not close,repair any damage to the Property to the extent caused by Purchaser, or its employees, agents, principals or independent contractors, and restore the Property to substantially the same condition existing at the time immediately prior to any such damage. Purchaser shall release and hold Seller and Seller's members, managers, officers, employees, agents, brokers, affiliates, successors, and assigns harmless from and against any and all claims, liens, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of Purchaser's or Purchaser's Representatives' entry upon or inspection of the Property, except to the extent caused by Seller's gross negligence or willful misconduct. Purchaser shall cause Purchaser's consultants, agents, and contractors (collectively"Purchaser's Representatives")to indemnify, defend, and hold Seller and Seller's members, managers, officers, employees, agents, brokers, affiliates, successors, and assigns harmless from and against any and all claims, liens, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of Purchaser's or Purchaser's representatives' entry upon or inspection of the Property,except to the extent caused by Seller's gross negligence or willful misconduct. Purchaser is a Texas home rule municipality and shall maintain liability insurance in accordance with Texas law. Purchaser shall cause all Purchaser's Representatives to maintain commercial general liability insurance with limits of not less than $1,000,000 per occurrence and shall provide evidence thereof upon Seller's request. The obligations in this Section shall survive Closing or termination and shall not be released by any assignment by Purchaser. (b) Seller hereby consents to Purchaser conducting a Phase I Environmental Site Assessment of the Property(a"Phase f') during the Contingency Period, if it so desires, and Purchaser shall promptly furnish a copy thereof to Seller. If, as a result of the Phase I which Purchaser so obtains,Purchaser deems it appropriate to have a Phase II Environmental Site Assessment(a"Phase If')of the Property performed, Purchaser shall present Seller with a detailed plan or proposal for the conducting of the Phase II for Seller's prior approval thereof. Purchaser shall obtain Seller's prior written approval or consent before performing the Phase II in the manner so proposed, which said consent or approval of the Phase II shall not be unreasonably withheld, conditioned or delayed. Seller may have a representative present at any time that Purchaser or its representative is on the Property for any and all such inspection,examination,investigation and testing of the Property. Purchaser shall provide Seller at least seventy-two(72)hours' advance written notice before it conducts any Phase II test to which Seller has given its prior written consent and at least twenty-four(24) hours' advance written notice of any such other proposed inspection, examination, investigation and testing to be conducted, at any time, on the Property by Purchaser or its representative. (c) Purchaser shall be solely responsible, at Purchaser's sole cost and expense, for obtaining all governmental approvals necessary for Purchaser's intended use and development of the Property (collectively, the"Approvals"). Seller shall reasonably cooperate with Purchaser's efforts to obtain the Approvals,at no out-of-pocket cost or liability to Seller. (d) Purchaser's and Purchaser's Representatives, as applicable, obligation to indemnification, defense and hold harmless obligations set forth in this Section 5 shall survive the termination of this Agreement or the Closing,whichever is applicable. 6. Contingency Period. (a) Contingency Period.Purchaser will have a period of fifty(50)days after the Effective Date (the"Contingency Period")to inspect the Property and conduct studies regarding the Property as described in Section 5 above, and to determine in its sole discretion if the Property is suitable for its purposes. Purchaser may also use the Contingency Period to perform feasibility studies and satisfy other conditions unrelated to the condition of the Property, including without limitation all Purchaser Approvals. (b) Right to Terminate. Purchaser shall have the right to terminate this Agreement at Purchaser's sole discretion for any reason whatsoever or for no reason before the expiration of the Contingency Period by sending written notice thereof to Seller and the Title Company on or before the expiration of the Contingency Period. If Purchaser delivers such notice of termination within the Contingency Period, then the Earnest Money shall be released to Purchaser, with interest thereon and this Agreement shall automatically terminate and have no further force or effect,and without any liability to or remedy against the Purchaser or Seller, except for the rights and obligations that expressly survive the termination of this Agreement. Purchaser may also provide notice to Seller and the Title Company prior to the expiration of the Contingency Period that the purposes of the Contingency Period are satisfied and that Purchaser desires to proceed to Closing. If Purchaser does not timely terminate this Agreement before the expiration of the Contingency Period,Purchaser shall be deemed to have waived its termination right under this Section 6(b), and the Earnest Money shall be non-refundable except as expressly provided herein. (c) Play Area License. Prior to the expiration of the Contingency Period, Seller and Purchaser shall negotiate in good faith and agree upon the form and substance of the Play Area License, which shall be executed at or prior to Closing. 7. Representations and Warranties. (a) Seller represents and warrants to Purchaser as of the Effective Date that, except as otherwise disclosed in the Title Commitment and Due Diligence Materials, (i) Seller owns the Property, (ii) to Seller's knowledge, Seller is not aware of any violation of or noncompliance with any ordinance, regulation, law or statute from any governmental agency regarding the Property which has not been complied with, (iii)to Seller's knowledge, there are no pending condemnation actions with respect to the Property and Seller has not received any written notice of any condemnation actions being contemplated, (iv) other than this Agreement, Seller has not granted any options to Purchase, and Seller is not a party to any purchase contracts or leases,written or oral,granting any person,firm,corporation or entity(other than Purchaser)any right,title or interest in,or right to acquire,the surface estate in the Property or any portion thereof, nor is Seller currently a party to any negotiations regarding the same(other than with Purchaser), (v)to Seller's knowledge, Seller has not transferred(and has no intent to transfer) any development rights with respect to the Property, (vi) to Seller's knowledge, Seller does not currently have in progress any material construction or material excavation projects with respect to the Property or any portion thereof, (vii) Seller will not sell, assign or convey any right, title or interest whatever in or to the surface estate or improvements in the Property on or before the Closing Date, (viii) Seller will not create or grant any lien, encumbrance or charge in or to the surface estate of in the Property(other than the Permitted Exceptions) without discharging the same on or before the Closing Date, and(ix) Seller has not received written notice from any governmental authority alleging the presence, release, storage, placement, or disposal of hazardous substances or materials on, in, or under the Property in violation of applicable law, except as disclosed in the Due Diligence Materials. Seller has or will have as of the Closing full capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by Seller pursuant hereto,and any required action and approvals therefor have been or will be as of the Closing duly taken and obtained. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Seller are or will be as of the Closing duly authorized to sign the same on Seller's behalf and to bind Seller thereto. Neither the execution, delivery or performance of this Agreement by Seller,nor the consummation of the transactions contemplated hereby will violate any order, judgment,injunction,award or decree of any court or arbitration body,by or to which Seller or the Property are or may be bound or subject. For purposes of this Agreement, "Seller's knowledge"means the current actual knowledge of Clark Peterson and Braxton Lethco, without duty of inquiry or investigation, and without personal liability to such individual. (b) Purchaser represents and warrants to Seller that Purchaser has full capacity, right, power and authority to execute,deliver and perform this Agreement and all documents to be executed by Purchaser pursuant hereto, and all required action and approvals therefor have been duly taken and obtained, or will be obtained prior to Closing. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of Purchaser are and shall be duly authorized to sign the same on Purchaser's behalf and to bind Purchaser thereto. Neither the execution, delivery or performance of this Agreement by Purchaser,nor the consummation of the transactions contemplated hereby will(i)violate or conflict with any provision of the organizational documents of Purchaser, or (ii)violate any order, judgment, injunction, award or decree of any court or arbitration body,by or to which Purchaser is or may be bound or subject. Purchaser further represents that all municipal, council, budgetary, administrative, statutory,charter,and other approvals required for Purchaser to enter into and perform this Agreement shall be obtained or waived before expiration of the Contingency Period. After expiration of the Contingency Period, failure to obtain any such approval shall not excuse Purchaser's performance or extend Closing. (c) The representations and warranties set forth in this Section 7 shall survive the Closing for a period of six(6)months. 8. Disclaimers; Releases and Limitations. (a) PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER IS A KNOWLEDGEABLE, EXPERIENCED AND SOPHISTICATED PURCHASER OF REAL ESTATE AND HAS HAD,OR WILL HAVE BEFORE EXPIRATION OF THE CONTINGENCY PERIOD,FULL OPPORTUNITY TO INSPECT THE PROPERTY. PURCHASER ACKNOWLEDGES THAT,EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES MADE BY SELLER IN SECTION 7 (AS LIMITED BY THIS SECTION 8) AND IN THE DEED, (1) PURCHASER DISCLAIMS ANY RELIANCE UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT OF SELLER OR ANY OF ITS AFFILIATES OR ANY MEMBER, OFFICER, DIRECTOR, TRUSTEE, BROKER, AGENT, EMPLOYEE OR OTHER PERSON ACTING OR PURPORTING TO ACT ON BEHALF OF SELLER, AND (2) PURCHASER IS ACQUIRING THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS," WITHOUT ANY REPRESENTATION OR WARRANTY (EXCEPT IN THE DEED), EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION AS TO CONDITION, VALUE, USE, ZONING, ACCESS, UTILITIES, ENVIRONMENTAL CONDITION, HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLIANCE WITH LAWS, PERMITS, CONDOMINIUM MATTERS, OR SUITABILITY FOR PURCHASER'S INTENDED USE. 9. The Closing. (a) The Closing Date. The closing (the"Closing") shall take place at Yellowstone Title Company, located at 309 E. Broad Street, Mansfield, TX 76063, Attn: Natalie Honeysuckle, Escrow Officer (the "Tide Company") on a date (the"Closing Date") which is the thirtieth (30t) day after the expiration of the Contingency Period, or at an earlier date mutually agreed to by the parties. Neither party shall have the obligation to have an authorized representative physically present at the Closing. All documents and payments shall be delivered on the Closing Date in escrow at the place of Closing specified herein. (b) Seller's Closing Requirements. At the Closing, Seller will: (i)execute, acknowledge and deliver a special warranty deed in the form attached to this Agreement as EXHIBIT B (the"Deed"), free and clear of all matters affecting title except for the Permitted Exceptions; (ii)execute and deliver a declaration of nonforeign status; (iii)deliver evidence that the person executing Seller's closing documents is authorized to bind Seller; (iv)execute and deliver a closing or settlement statement prepared by the Title Company and approved by Seller detailing the net proceeds due to Seller, after taking into account the allocation of closing costs under this Agreement; and (v)execute and deliver any notices, affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing. (c) Purchaser's Closing Requirements. At the Closing, Purchaser will: (i)pay the Purchase Price in immediately available cash funds; (ii)execute and deliver a closing or settlement statement prepared by the Title Company and approved by Purchaser detailing the gross amount due from Purchaser, after taking into account the allocation of closing costs under this Agreement; and(iii)execute and deliver any notices,affidavits, and other documents reasonably and customarily required by the Title Company or by applicable law for the Closing.Notwithstanding anything in this Agreement to the contrary,Purchaser's obligation to purchase the Property is conditioned on the Title Company being prepared to issue the Title Policy for the Property as described in Section 4 hereof, subject to the Permitted Exceptions; 10. Closing Costs. Seller and Purchaser shall pay the closing costs as follows: (a) Taxes. Purchaser will pay all outstanding ad valorem taxes on the Property. Thereafter, the real property taxes for the Property for the year in which the Closing occurs shall be suspended and prorated on a calendar year and per-diem basis as of the Closing Date(based on actual ad valorem taxes for the year preceding the Closing), with Purchaser paying for such taxes through the Closing Date and Purchaser paying for such taxes thereafter. If this sale or Purchaser's use of the Property after Closing results in the assessment of additional taxes,penalties or interest(the"Roll Back Taxes")for periods prior to Closing,the Roll Back Taxes will be the obligation of Purchaser, except where tax exempt. Obligations imposed by this paragraph will survive Closing. (b) Fees and Costs. Seller and Purchaser shall split equally any and all customary closing costs, fees and other charges of the Title Company. Purchaser and Seller shall pay their respective attorneys' fees. Purchaser shall pay all costs and expenses incurred by Purchaser in connection with its due diligence,investigations,reviews,studies,inspections,tests,approvals,and evaluations of the Property and the transaction contemplated by this Agreement, including, without limitation, the cost of any survey, environmental assessments,engineering or geotechnical reports,feasibility studies,governmental approval costs, and all other third-party diligence costs incurred by or on behalf of Purchaser. (c) Recording Fees. Purchaser shall pay the costs for recording the Deed. Seller shall pay the costs of recording any document to cure a Title Objection which Seller elects to cure, and any and all other recording costs shall be paid by Purchaser. (d) Title Policy. Seller shall pay the costs to issue the Title Commitment and the premium for the basic Title Policy,if any.Purchaser shall pay the costs of any additional premiums for endorsements or extended coverage,including the costs associated with the removal of the so-called survey exception. (e) Survey. Purchaser shall pay the cost and expense of the Survey. 11. Possession. On the Closing Date, Seller shall deliver possession of the Property to Purchaser,free, clear and discharged of possession or use and the right of possession or use by any and all individuals and entities except for the Peiiiutted Exceptions. 12. Commissions. Each of the parties represents and warrants to the other that neither party has dealt with,negotiated through or communicated with any broker in connection with this Transaction, except for the Seller's Broker, Sands Investment Group Charleston, LLC / Sands Investment Group Austin, LLC, whose commission shall be paid by Seller pursuant to a separate agreement between Seller and such brokers. Purchaser and Seller covenant and agree that each will, to the extent peiinitted by law, hold the other harmless from and against all liabilities, claims, demands and actions by third parties for brokerage, commission, finder's or other fees relative to negotiation or execution of this Agreement, or the purchase and sale of the Property, and any court costs, attorneys' fees or other costs or expenses arising therefrom. This paragraph shall survive any termination or Closing of this Agreement. 13. Risk of Loss. (a) Material Casualty. All risk of loss to the Property shall remain with Seller prior to Closing. If the Property is damaged by any casualty or other occurrence prior to the Closing, Seller shall promptly notify Purchaser in writing(the"Casualty Notice"). The Casualty Notice shall include a description of the damage in reasonable detail, Seller's estimate of the time and cost to repair the damage, and Seller's good faith reasonable deteinunation as to whether or not the casualty damage is covered by Seller's insurance. If the Property is materially damaged in excess of$50,000.00 prior to Closing and Seller is either unable or unwilling to restore the Property prior to Closing to substantially the same condition it was prior to the casualty, then at Purchaser's sole option, Purchaser may (i)elect to terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date, in which event all obligations of the parties hereunder shall terminate (other than those matters which expressly survive the early termination of this Agreement), and this Agreement shall otherwise have no further force and effect, or(ii)elect to take the Property as it then is, in which event the parties will proceed to Closing pursuant to the terms hereof without abatement of the Purchase Price. Purchaser's failure to give timely notice to terminate this Agreement as provided above shall be deemed to be an election to proceed to close the transaction in accordance with the terms of this Agreement. (b) Eminent Domain. In the event all or any material portion of the Property is taken by eminent domain or any eminent domain or condemnation proceeding is instituted (or notice of same is given)prior to Closing, Seller shall promptly notify Purchaser in writing which shall include a description in reasonable detail of the property to be taken. In such event then at Purchaser's sole option, Purchaser may elect to terminate this Agreement by giving written notice of such election to Seller and the Title Company not later than the Closing Date, in which event all obligations of the parties hereunder shall terminate (other than those matters which expressly survive the early termination of this Agreement), and this Agreement shall otherwise have no further force and effect. If Purchaser does not terminate,the parties shall proceed to Closing without reduction in the Purchase Price, and Seller shall assign to Purchaser any condemnation proceeds actually received by Seller with respect to the Property, less Seller's reasonable costs of collection. 14. Default and Remedies. (a) Default by Seller. In the event the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Seller that continues for more than ten (10) days after Seller's receipt of written notice thereof, Purchaser may, as Purchaser's sole and exclusive remedy, elect by notice to Seller within thirty (30) days following the scheduled Closing Date, either of the following: (i)terminate this Agreement,whereupon Seller will promptly reimburse Purchaser for Purchaser's third-party expenses incurred in connection with this transaction, due diligence of the Property and pursuing the Approvals, including reasonable attorneys' fees up to an aggregate total of $25,000,and thereafter Seller and Purchaser will have no further rights or obligations under this Agreement (other than those matters which expressly survive the early termination of this Agreement); or(ii)seek the remedy of specific performance of the Agreement as Purchaser's sole alternative remedy. Failure of Purchaser to make the foregoing election within the foregoing ninety (90) day period shall be deemed an election by Purchaser to terminate this Agreement, whereupon Seller and Purchaser will have no further rights or obligations under this Agreement, except as expressly provided above. (b) Default By Purchaser. In the event the Closing of the purchase and sale transaction provided for herein does not occur as herein provided by reason of any default of Purchaser and such failure continues for more than ten (10) days after Purchaser's receipt of written notice of such failure; provided no notice or cure period shall apply to Purchaser's failure to close on the Closing Date except as required by applicable law, Seller,as its sole and exclusive remedy, shall have the right to terminate this Agreement and may retain the Earnest Money as its sole and exclusive remedy. (c) Consequential and Punitive Damages. Each of Seller and Purchaser waive any right to sue the other for any consequential or punitive damages or lost profits for any matter or claim arising under this Agreement. This Section 14(c) shall survive Closing or early termination of this Agreement. (d) Termination by mutual agreement. The parties to this Agreement may terminate this Agreement at any time by mutual written agreement without any liability to either Party, and notwithstanding any other provision to the contrary in this Agreement, the Earnest Money shall be refunded to Purchaser including any interest earned thereon, less the Independent Contract Consideration, which shall be released to Seller. 15. Miscellaneous. (a) Severability. If any provision of this Agreement shall be held to be void or unenforceable for any reason, the remaining terms and provisions hereof shall not be affected thereby. (b) Time. Time is of the essence of this Agreement; however, if the terms of this Agreement provide for the performance of any act or the expiration of any time period on a Saturday,Sunday or federal holiday,the due date or the expiration date shall take place on the next date that is not a Saturday, Sunday or federal holiday. (c) Binding Effect,-Assignment. The provisions of this Agreement shall inure to the benefit of and bind the legal representatives, successors, and permitted assigns of the parties hereto. Purchaser may assign this Agreement to a Purchaser created economic development corporation that is an affiliate of Purchaser without first obtaining Seller's prior written consent thereto,provided Purchaser gives Seller and Title Company not less than five(5)business days' prior written notice,the assignee assumes Purchaser's obligations in writing, such assignment does not delay Closing or increase Seller's obligations, and Purchaser remains liable hereunder.Any assignee shall be deemed to have made any and all representations and warranties made by Purchaser hereunder, as if the assignee were the original signatory hereto. (d) Amendment and Waiver. This Agreement may be amended only by an instrument in writing executed by Seller and Purchaser,with a copy sent to the Title Company. Either Purchaser or Seller may waive any requirement to be performed by the other;provided,that said waiver shall be in writing and executed by the party waiving the requirement. J (e) Integrated Agreement. This Agreement, together with the Exhibits hereto constitutes the entire agreement between Purchaser and Seller relating to the sale and purchase of the Property, and there are no agreements,understandings, restrictions, warranties, or representations with respect to the Property between Purchaser and Seller other than those set forth herein. (f) Choice of f Law/Venue/Attorney Fees. The substantive laws of the State of Texas (and not its conflicts of law principles)govern all matters arising out of,or relating to,this Agreement and all of the transactions it contemplates, including without limitation its validity, interpretation, construction, performance and enforcement. Each party hereby irrevocably and unconditionally consents, accepts, and agrees to submit to the exclusive jurisdiction of any state or federal court in Denton County, Texas with respect to any dispute, action, suit or proceeding arising out of,based upon, or relating to,this Agreement. If either party employs an attorney or attorneys to enforce any of the provisions hereof, or to recover damages for the breach of this Agreement, the non-prevailing party in any final judgment or award agrees to pay the other party all reasonable costs, charges and expenses, including reasonable attorneys' fees, expended or incurred in connection therewith. (g) Notice. Any notices or other communications required or permitted by this Agreement shall be in writing and delivered personally, or by messenger or a nationally recognized overnight courier service,or by email, or alternatively, shall be sent by United States certified mail,return receipt requested. The effective date of any notice shall be(i)if by personal delivery, messenger or courier service, the date of delivery of the notice, (ii)if mailed, on the date upon which the return receipt is signed or delivery is refused or the notice is designated by the postal authorities as undeliverable, as the case may be, or(iii)if by email,on the date the email is sent if the email is sent prior to 5:00 p.m.Central time or on the date after the email is sent if the email is sent after 5:00 p.m. Central time. Notices on behalf of either party may be given by the attorneys representing such party. The parties hereby designate the addresses set forth below as their respective notice addresses under the Agreement. If to Purchaser: If to Seller: 1 Trophy Wood Drive, 915 Trophy Club, LLC Trophy Club, TX 76262 2500 S. Power Road, Suite 226 Attn: Brandon Wright,Town Manager Mesa AZ 85209 Email: bwright@trophyclub.org Attn: Clark Peterson Email: cpeterson@northstarpreschools.com With a copy to: With a copy to: Taylor, Olson,Adkins, Sralla& Elam, LLP 6000 Western Place, Suite 200 Copper Canyon Law LLC Fort Worth,Texas 76107 Attention: Alan Christenson, Esq. Attn: Dean Roggia alan@coppercanyonlaw.com Email: droggia@toase.com (h) Full Execution. This Agreement shall be deemed fully executed and binding upon Purchaser and Seller if and when Purchaser and Seller have executed this Agreement or separate counterparts. The Title Company's execution of this Agreement shall not be required for full execution of this Agreement but shall merely evidence the Title Company's acceptance of its obligations hereunder as set forth below. (i) Non-Survival. Except as otherwise stated in this Agreement, all terms and provisions contained in this Agreement shall merge into the documents executed and/or delivered at Closing and shall not survive Closing. (j) Limitation of Liability. In no event whatsoever shall any party's liability(if any)under this Agreement (including any such liability for attorneys' fees and expenses) exceed, in the aggregate, an amount equal to the Earnest Money,except for Purchaser's inspection,lien,restoration,and confidentiality obligations, and except for fraud or willful misconduct. In addition, in no event whatsoever shall recourse be had or liability asserted against any of either party's directors, employees, agents, representatives, officers. (k) Sophistication of the Parties. Each party to this Agreement hereby acknowledges and agrees that it has consulted legal counsel in connection with the negotiation and preparation of this Agreement, that it is sophisticated and experienced in real estate transaction matters, and has bargaining power equal to that of the other parties hereto in connection with the negotiation and execution of this Agreement. (1) Counterparts. This Agreement may be executed in any number of counterparts, and each counterpart hereof shall be deemed to be an original instrument,but all counterparts hereof taken together shall constitute one and the same instrument. (m) Exclusive Dealing. Following the mutual execution of this Agreement and continuing until any termination of this Agreement, Seller shall not,and Seller shall not cause or permit Seller's employees, officers, partners, agents, representatives or other affiliates to, (a)market the Property for sale, (b) solicit, initiate, obtain, encourage, entertain, negotiate or document any proposals or offers relating to the sale, finance or lease of the Property or any interest therein, (c)discuss, negotiate or enter into any backup contract or term sheet relating to the sale,finance or lease of the Property or any interest therein,or(d)grant any other party a prior right to purchase the Property. (n) Confidentiality. Purchaser shall keep confidential all Due Diligence Materials and non- public information concerning Seller or the Property, except to the extent disclosure is required by applicable law,including the Texas Public Information Act("PIA"),opinion or ruling of the Texas Attorney General in accordance with the PIA, or a judge of competent jurisdiction, or is made to Purchaser's attorneys, consultants, representatives, officials, employees, agents, lenders, title company, or prospective assignee, each of whom shall be informed of the confidential nature thereof. If this Agreement terminates, Purchaser shall return or destroy the Due Diligence Materials as provided herein, subject to records retention laws and policies of the Town of Trophy Club, Texas, and the State of Texas. This Section shall survive Closing or termination. 16. Legal Notices. (a) Texas Real Estate Licensing Act. The Texas Real Estate License Act requires a real estate agent to advise Purchaser that he should have an attorney examine an abstract of title to the Property being purchased; or a title insurance Policy should be obtained. Notice to that effect is, therefore, hereby given to Purchaser. (b) Annexation. If the Land is located outside the limits of a municipality,the Land may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Land is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Land for further information. (c) Notice Regarding Possible Liability for Additional Taxes. Seller notifies Purchaser under Section 5.010,Texas Property Code,as follows: If for the current ad valorem tax year the taxable value of the land that is the subject of this contract is determined by a special appraisal method that allows for appraisal of the land at less than its market value, the person to whom the land is transferred may not be allowed to qualify the land for that special appraisal in a subsequent tax year and the land may then be appraised at its full market value. In addition,the transfer of the land or a subsequent change in the use of the land may result in the imposition of an additional tax plus interest as a penalty for the transfer or the change. END OF PAGE—SIGNATURE PAGE TO FOLLOW SIGNATURE PAGE Seller and Purchaser have executed this Agreement on the dates which follow below their respective signatures. Any reference herein to the"Effective Date,""the date of this Agreement"or"the date hereof' shall be the date on which the Title Company executes this Agreement below, acknowledging receipt a fully executed copy of this Agreement. PURCHASER: TOWN OF TROPHY CLUB, A TEXAS HOME RULE MUNICIPALITY By: Name: Brandon Wright Title: Town Manager Date: June , 2026 SELLER: 915 TROPHY CLUB,LLC By: Name: Clark Peterson Title: Owner Date: June ,2026 TITLE COMPANY: The Yellowstone Title Company, located at 309 E. Broad Street, Mansfield, TX 76063 (the "Title Company") acknowledges receipt of this Agreement fully executed by Seller and Purchaser on ,2026. By: [Name/Title] EXHIBIT A PROPERTY CONDOMINIUM UNIT 5, AND THE SPACE ENCOMPASSED BY THE BOUNDARIES THEREOF, TOGETHER WITH THE GENERAL COMMON ELEMENTS AND LIMITED COMMON ELEMENTS APPURTENANT THERETO LOCATED IN AND BEING A PART OF TROPHY CLUB COMMONS, A CONDOMINIUM PROJECT LOCATED DELINEATED AND DEFINED IN THE CONDOMINIUM DECLARATION, SURVEY PLATS, BY-LAWS AND EXHIBITS ATTACHED THERETO,FILED UNDER COUNTY CLERK'S FILE NOS.2014-52922 AND AS AMENDED IN 2015-12447, ET SEQ,DENTON COUNTY,TEXAS. - p o ,—,.„ ..s t,j .,M i .. a+ . a.,,, )) 1V ' q ., ., -Ail_ i-= 0 , ,4 .., v im ': d W rk* fyir j. �� or 4 , s 1 f R s • s' o ' o . ° - ,k -ti"' 4 a b a c• •Cr EXHIBIT B FORM OF SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INS IRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DENTON § THAT 915 TROPHY CLUB, LLC, a Texas limited liability company, whose address is c/o Northrim Horizon, 2500 S. Power Road, Suite 226, Mesa AZ 85209 (collectively the "Grantor" or "Grantors" whether one or more) for and in consideration of the sum of $10.00 and other good and valuable consideration to Grantors paid by the Town of Trophy Club, a Texas home rule municipality("Grantee"), the receipt and sufficiency of which are hereby acknowledged,and subject to the reservations and easements described below, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee in fee simple absolute the real property and all buildings,structures,improvements,including,without limitation,the office/gym space buildings,fixtures, equipment, and improvements, an assignment of leases which Purchaser may elect to assume, service and other contracts affecting the Property which Purchaser may elect to assume, personal property owned by Seller, including, but not limited to desks, chairs, tables, gym or recreational equipment, appliances, furniture, audio visual, and other similar items located on or used in connection with the operation of the Property and all intangibles(including names,permits,warranties, licenses,and entitlements related to the Property) and appurtenances located thereon and owned by Grantor, if any, in Denton County, Texas, described on EXHIBIT A (collectively the"Property") together with all of Grantors' rights, title, and interest in and to all rights,privileges,rights-of-way, easements,tenements,hereditaments, appurtenances, and privileges appurtenant and pertaining thereto; and all rights and interests to receive any condemnation awards from any condemnation proceeding pertaining to the Property, sewer rights, water courses, wells, ditches, and flumes located on or appurtenant to the Property arising after the Effective Date of this Deed; provided, however, the Property excludes Seller's business, goodwill, trade names, trademarks, logos, websites, domain names, phone numbers, email addresses, social media accounts, intellectual property, books and records, cash,accounts, and other business assets. This conveyance is made by Grantors and accepted by Grantee subject to the matters listed on EXHIBIT B attached hereto(the"Permitted Exceptions"). All taxes and other assessments assessed against the Property for the year 2026 have been prorated or otherwise settled between the parties,and Grantee assumes and agrees to pay such taxes and assessments in full. Grantee is tax exempt; however, to the extent allowed by law, if this Special Warranty Deed or Grantee's use of the Property after the Effective Date hereof results in additional taxes or assessments for periods before the Effective Date hereof, such taxes and assessments shall be the obligation of and paid by Grantee. TO HAVE AND TO HOLD the Property, subject to the matters set forth above, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and s assigns forever; and Grantors do hereby bind Grantors and Grantors' heirs, successors, and assigns to WARRANT AND FOREVER DEFEND, all and singular, the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor,but not otherwise. EXECUTED to be effective as of the day of , 2026 (the"Effective Date"). Grantor: By: Name: Title: THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on ,2026,by of,on behalf of said , in his capacity as , on behalf of said seal Notary Public, State of Texas EXHIBIT A(to form of special warranty deed) PROPERTY CONDOMINIUM UNIT 5, AND THE SPACE ENCOMPASSED BY THE BOUNDARIES THEREOF, TOGETHER WITH THE GENERAL COMMON ELEMENTS AND LIMITED COMMON ELEMENTS APPURTENANT THERETO LOCATED IN AND BEING A PART OF TROPHY CLUB COMMONS, A CONDOMINIUM PROJECT LOCATED DELINEATED AND DEFINED IN THE CONDOMINIUM DECLARATION, SURVEY PLATS, BY-LAWS AND EXHIBITS ATTACHED THERETO,FILED UNDER COUNTY CLERK'S FILE NOS.2014-52922 AND AS AMENDED IN 2015-12447,ET SEQ,DENTON COUNTY,TEXAS. EXHIBIT B(to form of special warranty deed) PERMITTED EXCEPTIONS Ito be updated and inserted]