Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
PR 21539: DEVELOPMENT AGREEMENT WITH AURORA CAPITAL HOLDINGS, LLC
P.R. No. 21539 10/8/2020 vrt RESOLUTION NO. A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT WITH AURORA CAPITAL HOLDINGS, LLC, A DELAWARE LIMITED LIABILITY COPROPORATION; AUTHORIZING THE EXPENDITURE OF $922,700.00 FOR THE RELOCATION OF THE HEALTH DEPARTMENT; MAKING OTHER PROVISIONS AND MAKING FINDINGS RELATED TO THE SUBJECT WHEREAS, the City Council has established the Downtown Tax Increment Reinvestment Zone No. 1 of the City of Port Arthur, Texas, (the Downtown "TIRZ"), to redevelop the downtown area of Port Arthur in conjunction with the City's Downtown Plan and the Amended Project Plan and Financing Plan for the TIRZ; and, WHEREAS, under Chapter 380. Local Government Code, and Chapter 311, Tax Code, the City of Port of Port Arthur (the "City") is authorized to enter into Agreements to implement programs for the economic development and redevelopment of the City; and, WHEREAS, Aurora Capital Holdings, LLC, a Delaware limited liability corporation, ("Aurora") has proposed the redevelopment of a portion of Downtown, through the redevelopment of property that includes the City's existing Health Department located at 449 Austin Avenue, Port Arthur, Texas; and, WHEREAS, pursuant to Ordinance No. 20-79, the City of Port Arthur have entered into a Sales and Purchase Agreement of Property for its appraised value of$1,728,500. It has also worked through its developer/agent to facilitate the relocation of the Health Department to a different location 5860 Ninth Avenue, Port Arthur,Texas 77642; and, WHEREAS, the City Council has determined that the relocation of the Health Department will facilitate the economic development of the downtown area based upon the proposals that Aurora and its agents have made before the Downtown TIRZ Board and City Council; and, WHEREAS, the property at 449 Austin is subject to a special property lien imposed under the terms and conditions of a Social Service Block Grant to the City by the United States Department of Health and Human Services as set forth in the Notice of Federal Interest attached hereto as Exhibit "B". In order to facilitate the sale of the property, the Administration for Children and Families (ACF) has requested that the City of Port Arthur refund the federal portion in the amount of$922,700 to HHSC; and, WHEREAS, in order to sale the property at 449 Austin Avenue, it is necessary appropriate the additional amount of$922,700 in order to satisfy the requirements of the HHSC and ACF; NOW THEREFORE BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR, TEXAS: Section 1. That the City Council finds that the findings recited above, are true and correct and approves the terms and conditions of the Development Agreement between the City and Aurora for the relocation of the City's Health Department, attached hereto as "Exhibit A", and made a part hereof for all purposes. Section 2. That the City Council appropriates and approves the expenditure of $ 922,700 to facilitate the sale of Health Department and the redevelopment of downtown Port Arthur. Section 4. That the City Manager is authorized to execute, and the City Secretary to attest, such documents and agreements required to implement this Resolution and the Development Agreement approved herein. READ, ADOPTED AND APPROVED this the day of , A.D. 2020 at a meeting of the City of Port Arthur, Texas by the following vote: Ayes: Mayor: Councilmembers: NOES: Thurman Bartie, Mayor ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: )/Gte Y/i ___ 2/` Valecia Tizeno City Attorney APPROVED FOR ADMINISTRATION: Ron Burton, City Manager APPROVED AS TO AVAILABILITY OF FUNDS: Kandy Daniel, Director of Finance EXHIBIT "A" TO P.R. NO. 21539 (DEVELOPMENT AGREEMENT) STATE OF TEXAS § COUNTY OF JEFFERSON § CHAPTER 311 TEXAS TAX CODE and CHAPTER 380 OF THE TEXAS LOCAL GOVERNMENT CODE DEVELOPMENT AGREEMENT This Agreement is entered into pursuant to Section 311.008 of Chapter 311 of the Texas Tax Code and Chapter 380 of the Texas Local Government Code by and between the CITY OF PORT ARTHUR,TEXAS (the "City") and AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company (the "Developer"). WHEREAS, the City established Downtown Tax Increment Reinvestment Zone No 1., City of Port Arthur (the "Zone") under the provisions of Chapter 311 of the Texas Tax Code ("Chapter 311"). WHEREAS, on May 7, 2019, pursuant to Ordinance No. 19-18, the City Council and the Board of Directors of the Zone authorized an Amended Project Plan and Financing Plan (the "Project Plan")to facilitate the revitalization and redevelopment of downtown Port Arthur,which allows parties to enter into development agreements relating to property within the Zone. WHEREAS, the City owns certain real property (collectively, the "Austin Avenue Property"), which is more particularly described as follows: "Tract 1"—Health Department Building(449 Austin Avenue,Port Arthur,TX 77640): Lots 1 through 12, in Block 132 of the CITY OF PORT ARTHUR, Jefferson County,Texas,as the same appears upon the map or plat thereof recorded in Volume 1, Page 50, Map Records of Jefferson County, Texas. "Tract IF' —Adjacent Parking Tracts: Tract 10-A and Tract 13-A of a replat of all of Lots 10-18 Block 109 of the CITY OF PORT ARTHUR, Jefferson County, Texas,as the same appears upon the map or plat thereof recorded in County Clerk's File No. 2019012118, Official Public Records of Jefferson County, Texas. WHEREAS, the Developer (whether itself or through a third party intermediary) has the contractual right to purchase that certain real property (the "9th Avenue Property") in the City of Port Arthur, Jefferson County, Texas, commonly known as 5860 9th Avenue, Port Arthur, TX 77642, which is more particularly as follows: An approximately 3.513 acre tract out of Lot 5, Block 9, Range"H"of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records. WHEREAS, Chapter 311, Section 311.008(b), Texas Tax Code provides, in relevant part, that.the City may: 5125508.4 "(2) acquire real property by purchase, condemnation, or other means and sell real property, on the terms and conditions and in the manner it considers advisable, to implement project plans; (3) enter into agreements, ... determined by the governing body of the municipality or county to be necessary or convenient to implement project plans and achieve their purposes, which agreements may include conditions, restrictions, or covenants that run with the land or that by other means regulate or restrict the use of land..." WHEREAS, Chapter 380, Section 380.001(a), Texas Local Government Code provides, in relevant part,that: "(a) The governing body of a municipality may establish and provide for the administration of one or more programs,including programs for making loans and grants of public money and providing personnel and services of the municipality, to promote state or local economic development and to stimulate business and commercial activity in the municipality..." WHEREAS,the City and the Developer desire to enter into this Agreement to implement the Project Plan for the orderly development of the Austin Avenue Property in the Zone by the City's sale of the Austin Avenue Property, to redevelop a portion,of the Zone. WHEREAS,the Developer desires to purchase from the City the Austin Avenue Property for (i) as to Tract I, the independently appraised value of$1,700,000 and (ii) as to Tract II, the independently appraised value of$28,500, pursuant to the terms of that certain Sale and Purchase Agreement,by and between the City and the Developer,having an effective date of September 14, 2020, an executed copy of which is attached hereto as Exhibit"A"(the"Austin Avenue Property Purchase Agreement"), in conjunction with the legal requirements set forth pursuant to Chapter 253 of the Local Government Code, in consideration for which the Developer agrees to enter into this Agreement. WHEREAS, the Developer (whether itself or through a third party intermediary) has entered into a purchase contract to acquire the 9th Avenue Property having an effective date of September 14, 2020 (the "9th Avenue Property Purchase Agreement"), an unexecuted copy of which is attached as an exhibit to the Austin Avenue Property Purchase Agreement. WHEREAS,in order to provide replacement facilities for the operation and administration of the City's Health Department (located within Tract I), the City has agreed to purchase the 9th Avenue Property pursuant to the terms of the 9th Avenue Property Purchase Agreement, which the Developer has agreed to assign to the City in accordance with the terms of the Austin Avenue Property Purchase Agreement. The form of assignment of the 9th Avenue Property Purchase Agreement is attached hereto as Exhibit"B". WHEREAS, the Developer has agreed, as a condition of its purchase from the City of the Austin Avenue Property, to lease a portion of Tract I to the City for a term of approximately eighteen (18) months to permit the City to renovate the 9th Avenue Property as replacement facilities for the operation and administration of the City's Health Department, pursuant to the Lease Agreement attached hereto as Exhibit"C" (the "Health Department Lease"). 2 WHEREAS,the City Council with the approval of this Agreement has contemporaneously authorized the sale of the Austin Avenue Property to the Developer pursuant to the terms of the Austin Avenue Property Purchase Agreement,and the City's purchase of the 9th Avenue Property (via assignment from the Developer) pursuant to the terms of the 9th Avenue Property Purchase Agreement (and, where applicable, the Austin Avenue Property Purchase Agreement), including the appropriation of $922,700 (the "Appropriated Funds") to facilitate the release of the outstanding federal interest with regard to the Austin Avenue Property,as evidenced by that certain Notice of Federal Interest recorded in Instrument No. 2007026614 of the Official Public Records of Jefferson County, Texas. WHEREAS, this Agreement is entered into pursuant to Chapter 311, in order to address the objectives of the Developer and to implement the Project Plan for the Zone. WHEREAS, this Agreement establishes a program to promote local economic development and to stimulate business and commercial activity in the City of Port Arthur pursuant to Chapter 311. WHEREAS,the Developer and the City acknowledge that this Agreement is binding upon the City and the Developer and their respective successors and assigns for the Term (defined below) of this Agreement. WHEREAS,this Development Agreement is to be recorded in the Real Property Records of Jefferson County. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: Section 1. The City agrees to sell, and the Developer agrees to purchase, the Austin Avenue Property pursuant to the terms of the Austin Avenue Property Purchase Agreement. Subject to the terms of the Austin Avenue Property Purchase Agreement, the Developer agrees to assign to the City its right to purchase, and the City agrees to purchase, the 9th Avenue Property pursuant to the terms of the 9th Avenue Property Purchase Agreement(and,where applicable,the Austin Avenue Property Purchase Agreement). Section 2. Covenants for the Austin Avenue Property. During the Term of this Agreement,the Developer covenants and agrees to use the Austin Avenue Property in accordance with the Project Plan (as in effect as of the date of this Agreement) and under the terms of this Section 2, as follows: (a) Developer covenants and agrees that the Austin Avenue Property will be subject to City Ad Valorem Taxes throughout the Term of this Agreement. As used in this Agreement, the term "City Ad Valorem Taxes" means that portion of ad valorem taxes imposed by, and payable to,the City of Port Arthur, Texas. For avoidance of doubt, the intent of the parties is not for the Austin Avenue Property to be subject 3 to any additional ad valorem taxes, over and above those normal and customary ad valorem taxes on real property in the City of Port Arthur, Texas. (b) Developer covenants and agrees to use commercially reasonable efforts to cause the existing building located on Tract I (and commonly known as 449 Austin Avenue, Port Arthur, TX 77640) to be used and occupied. Notwithstanding the foregoing,the Developer shall be deemed to be in compliance with the terms of this Section 2(b): (i) throughout the term of the Health Department Lease, (ii) during any periods of renovations being made to such building,and(iii)during any periods of restoration or repair following a casualty to the Austin Avenue Property. (c) The Developer covenants and agrees that the Developer will not substantially redevelop the Austin Avenue Property (such as by razing any existing buildings thereon or by constructing new buildings thereon) to the extent such substantial redevelopment would otherwise violate the Project Plan (as in effect as of the date of this Agreement) or the Code of Ordinances of the City. Notwithstanding the foregoing,the razing or construction of minor improvements on the Austin Avenue Property (such as temporary buildings)will not be deemed a violation of the terms of this Section 2(c). (d) The Developer acknowledges that each and every owner of the Austin Avenue Property as of the date hereof must sign this Agreement, and the Developer covenants and agrees, jointly and severally, to indemnify, hold harmless, and defend the City against any and all legal claims, by any person claiming a Developer's interest in the Austin Avenue Property as of the date hereof who has not signed this Agreement, arising in any way from the City's reliance on this Agreement. For avoidance of all doubt, the Developer's covenants and agreements hereunder shall terminate as of the expiration of the Term of this Agreement. Section 3. The City agrees to waive (A) any and all permitting fees relating to the demolition and construction of improvements on the Austin Avenue Property (to the extent permitted under the terms of this Agreement)and(B)any and all utility tap fees in connection with the Austin Avenue Property,to the extent otherwise charged by or for the benefit of the City. Section 4. If the Developer materially defaults in its obligations under Section 2 herein, then the City, as its sole and exclusive remedy, shall be entitled to an amount(the "Claw- Back ClawBack Amount"), as liquidated damages, equal to (i) the unamortized portion of the Appropriated Funds as of the date of the Developer's material default (amortized over the Term of this Agreement, without interest), minus (ii) the aggregate amount of any City Ad Valorem Taxes on the Austin Avenue Property paid (or accrued but not yet payable) during the Term of this Agreement(up until the date of the Developer's material default)in excess of Base Taxes for such period. As used herein, the term "Base Taxes" means the amount of City Ad Valorem Taxes payable on the Austin Avenue Property at the lesser of(x)the value of the Austin Avenue Property on January 1 of the first full calendar year following the date hereof, or (y) the appraised value 4 thereof set forth in this Agreement ($1,728,500). By way of illustration only, if the Developer materially defaults under this Agreement on the date that is exactly five(5) years into the Term of this Agreement, and if the aggregate amount of City Ad Valorem Taxes paid (or accrued but not yet payable)by the Developer up until such time was$20,000 in excess of the Base Taxes for such period, then the Claw-Back Amount would be $441,350 (being $461,350 of unamortized Appropriated Funds, minus $20,000 of excess City Ad Valorem Taxes paid). The parties agree that such damages due to a material default in this Agreement by the Developer would be difficult and inconvenient to ascertain and that such amount is fair and reasonable in light of all relevant circumstances. Furthermore,the Developer hereby waives any vested rights and claims that it may have under Chapter 245 of the Texas Local Government Code that would exist solely by virtue of any actions Developer has taken in violation of Section 2 herein; provided, however, nothing in this Agreement shall otherwise constitute a waiver by Developer of any rights or claims that it may have under Chapter 245 of the Texas Local Government Code. To the extent that the Developer owes any amounts hereunder as of the expiration of the Term, such payment obligation shall survive the termination of this Agreement. Section 5. In accordance with Chapter 2264 of the Texas Government Code, the Developer agrees not to knowingly employ any person who is not lawfully admitted for permanent residence to the United States or who is not authorized under law to be employed in the United States. During the Term of this Agreement, the Developer shall notify the City of any complaint brought against Developer alleging that it has employed undocumented workers. If the Developer receives a public subsidy in connection with this Agreement, and thereafter the Developer is convicted of a violation of 8 U.S.C. Section 1324a(f),the total amount of economic development grants it has received, together with interest at the rate of one percent (1%) per annum, shall be repaid by the Developer to the City not later than the one hundred twentieth (120th) day after the date the City becomes aware of and notifies the Developer of the violation. The Developer shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the Developer contracts.The Developer shall reimburse the City the required amount(if any) within thirty(30)days of the termination of this Agreement. Any reimbursement obligations of Developer hereunder existing as of the expiration of the Term shall survive termination of this Agreement. Section 6. The term of this Agreement (the "Term") is ten (10) years from and after the effective date of Developer's acquisition of the Austin Avenue Property from the City. Upon the expiration of the Term, this Agreement will automatically terminate, and neither party hereto shall have any further rights, duties, liabilities or obligations hereunder (except for those that expressly survive termination of this Agreement). Notwithstanding the foregoing, following the expiration of the Term,upon the request of either party,the parties shall execute and acknowledge a memorandum of termination of this Agreement, which memorandum shall be recorded in the real property records of Jefferson County, Texas. Section 7. During the Term,any person who sells or conveys any portion of the Austin Avenue Property shall, prior to such sale or conveyance, give written notice of this Agreement to the prospective purchaser or grantee, and shall give written notice of the sale or conveyance to the City. A copy of either notice required by this section shall be forwarded to the City at the following address: 5 City of Port Arthur, Texas Attn: City Manager and City Attorney P.O. Box 1089 Port Arthur, Texas 77641-1089 Section 8. Pursuant to Chapter 311, this Agreement shall run with the Austin Avenue Property throughout the Term and shall be recorded in the real property records of Jefferson County, Texas. Section 9. If a court of competent jurisdiction determines that any covenant of this Agreement is void or unenforceable, then the remainder of this Agreement shall remain in full force and effect. Section 10. This Agreement may be enforced by the Developer or the City by any proceeding at law or in equity. Failure to do so shall not be deemed a waiver to enforce the provisions of this Agreement thereafter. Section 11. Venue for this Agreement shall be in Jefferson County, Texas. Section 12. This Agreement may be separately executed in individual counterparts and, upon execution, shall constitute one and same instrument. [Signature Pages Follow] 6 Entered into as of , 20 . DEVELOPER: AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company By: Jay Hall, President STATE OF TEXAS § § COUNTY OF JEFFERSON § This instrument was acknowledged before me on the day of , 20 , by Jay Hall, President of AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company, on behalf of said limited liability company. Notary Public, State of Texas [Developer Signature Page to Development Agreement] CITY: CITY OF PORT ARTHUR,TEXAS By: Name: Title: ATTEST: City Secretary (SEAL) APPROVED AS TO FORM City Attorney STATE OF TEXAS § § COUNTY OF JEFFERSON § This instrument was acknowledged before me on this day of , 20 , by , of the CITY OF PORT ARTHUR,TEXAS. Notary Public, State of Texas [City Signature Page to Development Agreement] EXHIBIT "A" TO DEVELOPMENT AGREEMENT Austin Avenue Property Purchase Agreement [SEE ATTACHED] SALE AND PURCHASE AGREEMENT City of Port Arthur, Texas Health Department Building [449 Austin Avenue, Port Arthur,Texas 77640] and Adjacent Parking Tracts This SALE AND PURCHASE AGREEMENT ("Agreement') is entered into effective as of the Effective Date (herein defined) by and between CITY OF PORT ARTHUR, TEXAS ("Seller"), and AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company ("Purchaser"). For purposes herein, the terms "Effective Date," "date hereof' and similar terms shall be the date that Escrow Agent (herein defined) acknowledges receipt of an original counterpart of this Agreement executed by Seller and Purchaser. Recitals: A. Purchaser (whether itself or through a third party intermediary) has entered into, or intends to enter into, a contract (as amended or assigned, the "9th Avenue Property Contract') to purchase that certain approximately 3.513 acre tract out of Lot 5, Block 9, Range "H" of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records, and located at 5860 9th Avenue, Port Arthur, TX (the "9th Avenue Property"). A copy of the unexecuted 9th Avenue Property Contract is attached as Exhibit"B"hereto. B. Seller desires to acquire the 9th Avenue Property in order to move the City Health Department from the Property (herein defined)to the 9th Avenue Property. WITNESSETH: In consideration of the Recitals (which are incorporated herein by reference) and the mutual covenants set forth herein,the parties hereto hereby agree as follows: Section 1. Sale and Purchase. Seller, for itself and its executors, heirs, legal representatives, successors and assigns, hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, for the Purchase Price (herein defined) and on and subject to the terms and conditions set forth herein, the following (herein collectively called the"Property"): (a) Good and indefeasible title in fee simple to the tracts or parcels of land situated in Jefferson County,Texas, as more particularly described as follows: "Tract r-Health Department Building (449 Austin Avenue, Port Arthur,TX 77640): Lots 1 through 12, in Block 132 of the CITY OF PORT ARTHUR, Jefferson County, Texas, as the same appears upon the map or plat thereof recorded in Volume 1, Page 50, Map Records of Jefferson County,Texas. 1 5009838.13 "Tract II"—Adjacent Parking Tracts: Tract 10-A and Tract 13-A of a replat of all of Lots 10-18 Block 109 of the CITY OF PORT ARTHUR, Jefferson County, Texas, as the same appears upon the map or plat thereof recorded in County Clerk's File No. 2019012118, Official Public Records of Jefferson County,Texas. together with all improvements thereon and all rights, privileges and appurtenances pertaining thereto, including, without limitation, Seller's right, title and interest in any minerals, utilities, adjacent streets,alleys, strips, gores and rights-of-way(collectively called the"Land"); and (b) Any and all (i) contracts or agreements, such as maintenance, service or utility contracts ("Property Agreements"), (ii)warranties, guaranties, indemnities and claims, (iii) licenses, permits or similar documents, and (iv)plans, drawings, architect's drawings, blue prints, specifications, surveys, soil studies, engineering reports and other technical descriptions which relate to the design, ownership, use, leasing, maintenance, service or operation of the Land or Property Agreements. Section 2. Purchase Price; Appraisals. The purchase price ("Purchase Price") to be paid by Purchaser to Seller for the Property shall be (a) $1,700,000.00 for Tract I and (b) $28,500.00 for Tract II (each payable as provided in Section 7(b)(ii) hereof). Seller has received appraisals showing the value of (x) Tract I as being $1,700,000.00; (y) Tract II as being $28,500.00; and (z)the 9th Avenue Property as being$1,850,000.00. Section 3. Earnest Money. Within three (3) business days after the Effective Date, Purchaser shall deliver to and deposit with Chicago Title Company ("Escrow Agent"), 609 Main, Suite 2350, Houston, Texas 77002, Attn: Christine B. Karnauch, (713-238-9142).Email: christine.belcher@fnf.com, the sum of Five Hundred and No/100 Dollars ($500.00) as earnest money for this transaction (the "Earnest Money"). At Purchaser's election, all cash Earnest Money shall be held in a federally insured interest-bearing account. The term "Earnest Money" shall include the Earnest Money and all interest accrued thereon. The Earnest Money shall be held in escrow and delivered by Escrow Agent in accordance with the provisions hereof. Upon the Closing, the Earnest Money shall be applied as a credit against the Purchase Price. Seller acknowledges that Purchaser is depositing (or causing to be deposited) certain earnest money under the 9th Avenue Property Contract. Section 4. Title Commitment and Survey. (a) Within thirty (30) days after the Effective Date, Purchaser, at its sole cost and expense, shall obtain the following: (i) Commitment for Title Insurance ("Title Commitment") from Texas Regional Title, LLC ("Title Company"), 7675 Folsom Dr., Bldg. 100, Beaumont, Texas 77706, Attn: Ken Whitlow, (409-861-7300) Email: ken.whitlow(a),texasregional.com, setting forth the status of title of the Land and showing all liens, claims, encumbrances, rights-of-way, reservations, restrictions, outstanding mineral interests, and other matters, if any, relating to the Land. 2 5009838.13 (ii) A true, correct and legible copy of all documents referred to in the Title Commitment, including, without limitation,plats,deeds, restrictions and easements. (b) Within forty-five(45) days after the Effective Date, Purchaser, at its sole cost and expense, shall obtain a current ALTA/NSPS Land Title Survey (or, at Purchaser's election, a current survey meeting the Texas Society of Professional Surveyors' standards for a Category 1A, Condition II survey) (the "Survey") dated after the Effective Date and prepared by a licensed surveyor reasonably acceptable to Purchaser and Title Company (the "Surveyor") consisting of a plat and field notes describing the Land and the improvements located thereon. The Survey shall (i) be prepared pursuant to a current on-the-ground staked survey with all corners being permanently monumented and reflecting the actual dimensions of the Land, the total area of the Land to the nearest 1/100th of an acre,the location of any easements, rights-of- way, setback lines, encroachments or overlaps thereon or thereover and the outside boundary lines of any improvements located thereon, (ii) identify any easements, setback lines or other matters referred to in the Title Commitment by recording reference, (iii) include the Surveyor's registered number and seal, the date of the Survey and a certificate reasonably satisfactory to Purchaser and Title Company, and (iv) reflect any area within the Land which lies within the 100-year flood plain or any special flood hazard area or general hazard area based on the Federal Emergency Management Agency Flood Insurance Rate Maps. For purposes of the property description to be included in the Deed (herein defined), the field notes prepared by the Surveyor shall control any conflicts or inconsistencies with the legal description of the Land set forth in this Agreement, and such field notes shall be incorporated herein by this reference upon their completion and shall constitute the property description attached to the Deed. (c) If the Title Commitment or the Survey, or any update of the Title Commitment or the Survey, shows that the Property is subject to any lien, claim, encumbrance, reservation, restriction or other matter of whatsoever nature other than the Permitted Encumbrances (herein defined) (all liens, claims, encumbrances, reservations, restrictions and other matters that affect the Property herein being called the "Encumbrances"), then Seller shall, subject to the terms hereof, use its commercially reasonable efforts to cure or remove the Encumbrances. Purchaser shall have forty-five (45) days from the receipt of the last of (i) the Title Commitment, (ii) legible copies of all matters reflected on the Title Commitment and (iii) the Survey in which to examine same and notify Seller of those Encumbrances subject to which Purchaser will accept title to the Property (the "Permitted Encumbrances") and those Encumbrances which Purchaser finds objectionable. If such notice is not given, it shall be deemed that all Encumbrances reflected by the Title Commitment and the Survey are objectionable. Seller, at its sole cost and expense, shall use commercially reasonable efforts to cure or remove all Encumbrances other than the Permitted Encumbrances, and deliver within fifteen (15) days after the date of Purchaser's notice an amended Title Commitment and Survey reflecting the cure of such Encumbrances. Seller shall not be obligated to incur any costs to cure or remove any such Encumbrance (other than any monetary lien constituting an Encumbrance, which Seller shall remove, regardless of cost). Seller shall not place, or allow to be placed, any Encumbrance of any nature against or relating to the Property between the date hereof and the Closing without Purchaser's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. 3 5009838.13 (d) If Seller refuses or fails to cause any Encumbrance (other than a Permitted Encumbrance) to be removed or cured, or Seller gives notice to Purchaser that Seller will not cause such Encumbrance to be removed or cured,then Purchaser shall have the right to either: (i) unilaterally extend the date for Closing to afford Seller additional time within which to cure such Encumbrance (without prejudice to the later exercise of Purchaser's rights set forth in subparts [ii] and [iii] of this subsection); (ii) acquire the Property subject to such Encumbrance not so removed or cured without reduction in the Purchase Price; or (iii) terminate the rights and obligations of the parties under this Agreement by giving Seller written notice thereof at or before Closing, in which event neither party hereto shall have any further rights, duties, liabilities or obligations hereunder and Escrow Agent shall deliver the Earnest Money to Purchaser free of any claims by Seller. Section 5. Feasibility Period. (a) Purchaser shall have until 5:00 p.m. (Central) on the date that is one hundred twenty (120) days after the Effective Date (the "Feasibility Period") to conduct any and all inspections, investigations and interviews Purchaser shall deem expedient, including, without limitation, inspections of the physical aspects of the Property (including the subsurface of the Property)and title matters relating thereto,the Property Agreements, books and records relating to the operations of the Property, interviews with Seller and its agents, representatives, accountants and property managers and all other inspections, investigations or interviews it deems necessary or appropriate in determining whether to purchase the Property. (b) During the Feasibility Period, Purchaser, and its agents, employees and independent contractors, shall have the right to come onto the Land for the purpose of inspecting the Land and to conduct reasonable environmental, geological and engineering tests or studies (including, without limitation, a Phase I Environmental Site Assessment). Any inspection, examination or test shall not unreasonably interfere with Seller's use of the Land and shall not violate any law or regulation of any governmental entity having jurisdiction over the Land. Upon the completion of any inspection, examination or test, if any, Purchaser shall restore the surface of the Land to its former condition to the extent practicable. Purchaser shall indemnify and hold harmless Seller from and against any damage to property or injury to persons that arises or occurs as a result of the activities of Purchaser and its agents on the Land; provided, however, in no event shall Purchaser have any indemnity obligations hereunder to the extent of any claims arising from either (i) the negligence of Seller or is agents or (ii) Purchaser's discovery of a pre-existing condition on the Land. (c) Within five (5) days after the Effective Date, Seller shall provide to Purchaser complete and accurate copies of(i) all agreements (including any amendments or modifications thereto) in Seller's possession or control that Seller has entered into or are binding upon Seller (or otherwise related to the Property) in connection with the ownership, use, development and operation of the Property, including, without limitation, the Property Agreements; (ii)all letters and other material written or electronic correspondence in Seller's possession or control and 4 5009838.13 relating to the ownership, use, development and operation of the Property; (iii) copies of any insurance policies relating to the Property; (iv)copies of any "as-built"plans and specifications of the Property; (v) real and personal property tax statements for the Property for the previous two (2) calendar years; and(vi)all surveys, environmental reports, wetland studies, soil studies, architectural and engineering studies and other similar reports, and letters concerning endangered species or flora in Seller's possession or control with respect to the Property. If Seller does not timely deliver, or cause to be delivered, the Title Commitment, the Survey and other documents, instruments and information required to be delivered to Purchaser hereunder, then Purchaser may extend the date for Feasibility Period by the number of days which Seller is delinquent in delivering such information to Purchaser or until such conditions precedent have occurred(as applicable), not to exceed ten(10)business days in any event. (d) Purchaser acknowledges that(i) Tract I includes a medical facility; (ii) Seller may be prohibited from divulging certain medical records relating thereto pursuant to HIPAA or other applicable laws; and (iii) Purchaser's inspections and records requests under this Agreement shall be limited accordingly. (e) Purchaser may terminate this Agreement for any reason whatsoever (or for no reason) on or prior to the end of the Feasibility Period by giving written notice thereof to Seller. Upon any such termination of this Agreement by Purchaser, the Earnest Money (less and except $100.00 of independent consideration which shall be paid to Seller) shall be returned to Purchaser, and the parties shall be relieved of any further obligations hereunder except for those matters which expressly survive the termination of this Agreement. Seller acknowledges that Purchaser will expend time, money, and other resources in connection with the examination and investigation of the Property and that, notwithstanding the fact that Purchaser may terminate this Agreement pursuant to this Section, such time, money, and other resources expended, together with the payment of the $100.00 independent consideration described above to be paid to Seller in the event of a termination of this Agreement, constitutes good, valuable, sufficient and adequate consideration for Seller's execution of and entry into this Agreement. (f) During the Feasibility Period, Seller and Purchaser shall use commercially reasonable efforts to negotiate and finalize a development agreement (the "Development Agreement") pursuant to Chapter 311 of the Texas Tax Code and Chapter 380 of the Texas Local Government Code and relating to (among other things) Seller's appropriation of funds to facilitate the release of any liens associated with the Notice of Federal Interest (herein defined), the inclusion of the Property within the Downtown Tax Increment Reinvestment Zone No. 1, City of Port Arthur (the "Zone"), and the payment of ad valorem taxes on the Property following the Closing. The material terms of the Development Agreement (for purposes of any preliminary required Seller approvals)shall include the following: Term: 10 years following the Closing Date Appropriated Funds: $882,000.00 Ad valorem taxes: Purchaser will cause the Property to be subject to ad valorem taxes for the Term Use/Occupancy: Throughout the Term, Purchaser will cause the Property to be used and occupied; provided that Purchaser will be deemed to be in compliance (i) so long as Seller occupies 5 5009838 13 the Health Department Premises (herein defined), (ii) during periods of renovation and (iii)following a casualty Redevelopment: Purchaser will not substantially redevelop the Property (razing or construction of material improvements or replatting) during the Term without any approvals required by law or in violation of the Zone's project plan Claw-back: If Purchaser materially defaults, then Seller may recapture the unamortized portion of the Appropriated Funds (amortized over the Term without interest), minus the amount of any ad valorem taxes paid on the Property over and above the Base Taxes Base Taxes: The amount of ad valorem taxes relating to the Property payable during the first full calendar year of the Term (but not greater than the amount of ad valorem taxes payable based on an appraised value equal to the Purchase Price) Waiver of Fees: Seller (in its capacity as the local municipality having jurisdiction over the Property) will waive (A) any and all permitting fees relating to the demolition and construction of improvements on the Land and (B) any and all utility tap fees in connection with the Property, to the extent otherwise charged by or for the benefit of Seller If Seller and Purchaser cannot finalize the terms of the Development Agreement prior to the expiration of the Feasibility Period, either Seller or Purchaser may terminate this Agreement at any time thereafter until the Development Agreement has actually been agreed upon. (g) During the Feasibility Period, Seller and Purchaser shall use commercially reasonable efforts to negotiate and finalize a lease agreement (the "Past-Closing Lease") pursuant to which Seller will lease from Purchaser a portion of Tract I comprised of approximately 30,000 square feet in the building located on Tract I and currently being used exclusively as the City Health Department, as more particularly identified on Exhibit "A" attached hereto (collectively, the "Health Department Premises"). For avoidance of all doubt, the Health Department Premises expressly exclude the area identified on Exhibit "A" as "Former Bank Area" and any other portions of the Property. The material terms of the Post- Closing Lease shall be as follows: Lease Term: Eighteen (18) months after Closing (or, if earlier, 30 days after the City Health Department opens to the public in the 9th Avenue Property), subject to extension for force majeure Rent: The fair market rental value for the Health Department Premises (as mutually agreed to by the parties); provided, however, so long as Seller is not in default under the Post-Closing Lease, the Rent will be abated for the stated Lease Term Holdover Rent: If Seller remains in possession of the Health Department Premises more than 30 days after expiration of the stated Lease Term (as may be extended for force majeure), then in addition to the stated Rent (which will no longer be abated), Seller shall be liable for a 6 5009838.13 portion of previously abated Rent (to be mutually agreed to by the parties)for each month of such holdover by Seller. Taxes/Expenses: Seller pays its own utilities and other operating expenses (including personal property taxes); Purchaser to pay ad valorem property taxes on the Property Insurance: Seller to provide commercial general liability insurance, property insurance on its personal property; Purchaser to be responsible for insuring the building on the Property Parking: The parties will coordinate regarding certain shared parking rights. If Seller and Purchaser cannot finalize the terms of the Post-Closing Lease prior to the expiration of the Feasibility Period, either Seller or Purchaser may terminate this Agreement at any time thereafter until the Post-Closing Lease has actually been agreed upon. (h) Promptly following the full execution and receipt of the 9th Avenue Property Contract (expected to occur simultaneously with the execution and receipt of this Agreement), Purchaser shall cause a copy of the executed and receipted 9th Avenue Property Contract to be delivered to Seller. Throughout the feasibility period under the 9th Avenue Property Contract and prior to the closing thereunder, Purchaser shall cooperate with Seller regarding any due diligence relating to the 9th Avenue Property reasonably required by Seller. Notwithstanding anything to the contrary contained herein, the parties expressly acknowledge that any material modifications to the 9th Avenue Property Contract as set forth on Exhibit "B" attached hereto shall be subject to the review and approval of Seller. Section 6. Conditions Precedent. Purchaser's obligation to proceed to Closing shall be conditioned upon the satisfaction (or Purchaser's written waiver thereof) of each of the conditions precedent set forth herein as to the Property. The conditions precedent are as follows: (a) Obligations. Seller shall have satisfied the covenants and performed its obligations set forth in this Agreement. (b) Representations. Each of Seller's representations and warranties as set forth in this Agreement shall be true and correct in all material respects as of the date of the Closing, and Seller shall so certify at the Closing. (c) Removal of Tenancies. Except for the Post-Closing Lease, Seller shall have caused any and all tenants or other parties occupying all or any portion of the Property (whether pursuant to leases, parking agreements or otherwise) to vacate the Property, as may be evidenced by lease termination agreements or other documents reasonably satisfactory to Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall have the right to unilaterally extend the date of closing until the date that is ten (10) business days following the date on which all such parties have vacated the Property and Purchaser has received such documents. (d) Moratorium. There shall be no general moratorium imposed or announced by any governmental or quasi-governmental authority or utility supplier that would result in any governmental or quasi-governmental authority restricting, reducing, delaying or denying 7 5009838.13 permits necessary for the development, construction, use or occupancy of the Property or any utility supplier delaying or denying sanitary sewer, water, natural gas, electricity or telephone connections with respect to the Property. (e) Owner Policy. Title Company shall have unconditionally agreed, upon payment of the applicable premiums therefor, to issue the Owner Policy(herein defined) to Purchaser. (f) Development Agreement. The Development Agreement has been finalized and agreed to by the parties thereto and has received all required approvals. (g) Post-Closing Lease. The Post-Closing Lease has been finalized and agreed to by the parties thereto and has received all required approvals. (h) Notice of Federal Interest. Seller has caused all rights,title and interests of third parties (including, without limitation, the federal government of the United States of America) in and to the Property, as evidenced by that certain Notice of Federal Interest recorded in Instrument No. 2007026614 of the Official Public Records of Jefferson County, Texas (the "Notice of Federal Interest") to be removed such that Title Company will issue the Owner Policy without exception to the Notice of Federal Interest or any other instrument claiming such rights,title or interests. (i) 9th Avenue Property Contract. All conditions to the closing under the 9th Avenue Property Contract have been satisfied or otherwise waived in writing by the applicable party, and the seller thereunder is prepared and able to close and to convey the 9th Avenue Property. In the event that all conditions precedent to Closing have not occurred on or prior to Closing (other than those which must occur at Closing), Purchaser, in addition to any other rights and remedies available to it pursuant to this Agreement, may (i) unilaterally extend the Closing for up to ten (10) business days (or, if longer, until the expiration of the period described in Section 6(c) above), and/or (ii) terminate this Agreement, in which event the Earnest Money shall be refunded to Purchaser and thereafter this Agreement shall be null and void and the parties shall have no further obligation or liability hereunder (except for those provisions hereof which by their terms expressly survive termination of this Agreement). Section 7. Closing. (a) The closing ("Closing") of the conveyance of the Property from Seller to Purchaser shall occur on the closing date under the 9th Avenue Property Contract, which is currently anticipated to be approximately forty-five (45) days after the expiration of the Feasibility Period but, at Purchaser's option, may occur prior to such date. The Closing shall occur in the offices of Escrow Agent or at such other location mutually agreeable to the parties, or the parties may close remotely. It is contemplated that Escrow Agent may also serve as escrow agent under the 9th Avenue Property Contract. The date on which the Closing actually occurs is herein called the "Closing Date". (b) At Closing, the following shall occur: 8 5009838.13 (i) Seller, at its sole cost and expense, shall deliver or cause to be delivered to Escrow Agent (or such other escrow agent serving under the 9th Avenue Property Contract, as applicable)the following: (1) A special warranty deed (the "Deed") in a form satisfactory to Purchaser, fully executed and acknowledged by Seller, conveying to Purchaser the Land and any improvements located thereon, subject only to the Permitted Encumbrances and the Use Restrictions(herein defined). (2) An Assignment ("Assignment") in a form satisfactory to Purchaser, fully executed by Seller, conveying and transferring to Purchaser all of the Property, save and except the Land, and reaffirming all warranties made by Seller herein with respect to such Property. (3) If not previously executed and acknowledged, the Development Agreement, fully executed by Seller and all other parties (other than Purchaser) whose consent or joinder thereto is required. (4) The Post-Closing Lease, fully executed by Seller and all other parties(other than Purchaser)whose consent or joinder thereto is required. (5) An assignment and assumption of the 9th Avenue Property Contract, fully executed by Seller as assignee, together with reimbursement to Purchaser of any earnest money previously paid by or on behalf of Purchaser under the 9th Avenue Property Contract (which the parties may elect to instead address as a credit against the Purchase Price). (6) Certification contemplated by Section 1445 of the Internal Revenue Code ("Certification"), whereby an authorized officer of Seller certifies to Purchaser that Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations). (7) Evidence acceptable to Escrow Agent and Title Company authorizing the consummation by Seller of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Seller. (ii) Purchaser, at its sole cost and expense, shall deliver or cause to be delivered to Escrow Agent (or such other escrow agent serving under the 9th Avenue Property Contract,as applicable)the following: (1) A wire transfer or other evidence of funds acceptable to such escrow agent in the amount of the Purchase Price for the Property, adjusted as herein provided, and payable to Seller. The Earnest Money(as defined in Section 3 above)shall be credited against the Purchase Price. 9 5009838.13 (2) An assignment and assumption of the 9th Avenue Property Contract, fully executed by Purchaser as assignor. To the extent the Seller does not otherwise reimburse Purchaser for any earnest money previously paid by or on behalf of Purchaser under the 9th Avenue Property Contract, the amount of such earnest money shall be credited against the Purchase Price. (3) If not previously executed and acknowledged, the Development Agreement, fully executed by Purchaser. (4) The Post-Closing Lease, fully executed by Purchaser. (5) Evidence acceptable to Escrow Agent and Title Company authorizing the consummation by Purchaser of the purchase and sale transaction contemplated hereby and the execution and delivery of the closing documents on behalf of Purchaser. (iii) Seller and Purchaser shall execute any other closing documents and any notices required by applicable law which are otherwise usual and customary in transactions similar to the transaction contemplated by this Agreement. (c) Upon completion of the deliveries specified in Section 7(b) hereof and further written authorization from Seller and Purchaser, Escrow Agent and/or Title Company shall be authorized to cause the Deed and the other appropriate closing documents to be immediately recorded in the Official Public Records of Jefferson County, Texas, and shall deliver the proceeds from the sale to Seller. (d) All normal and customarily proratable items, including, without limitation, ad valorem taxes and assessments relating to the Property for the year of the Closing, shall be prorated as of the Closing Date. In the event that the assessed valuation of the Property or the tax rates for the year of the Closing are not known at the time of the Closing, the proration of taxes shall be made on the basis of the most recent valuation and tax rates with an appropriate adjustment made between the parties when the actual valuation and tax rates are known. To the extent that Seller is exempt from liability for ad valorem taxes and assessments on the Property, Seller shall have no such liability for such taxes or assessments under this Agreement. Notwithstanding the foregoing, Seller shall pay all taxes and other assessments against the Property by any taxing authority attributable to the period of time prior to the Closing Date and either (i) imposed or assessed against Seller or any prior owner of the Property or(ii) based on change in use or ownership, including, without Iimitation, any rollback taxes. Purchaser recognizes that, while the Property may currently be exempt from certain ad valorem taxes, the Property will be subject to ad valorem taxes from and after the Closing Date and that Purchaser shall be responsible for the payment of such ad valorem taxes. (e) At Closing, Seller shall pay (i) the cost of releasing liens and recording releases; (ii) the cost of tax certificates and paying off all taxes or assessments (if any) imposed or assessed against Seller or any prior owner of the Property; (iii) one-half of any escrow fee; (iv) all transfer taxes (including, without limitation, any documentary stamps and intangible taxes, if any); (v) charges for legal and other professional services provided to Seller; and (vi) any 10 5009838.13 other expenses stipulated to be paid by Seller under the provisions of this Agreement or otherwise customarily paid by sellers in similar transactions in Jefferson County, Texas. (f) At Closing, Purchaser shall pay (i) the cost of recording the Deed; (ii) one-half of any escrow fee; (iii) costs incurred in connection with any financing obtained by Purchaser; (iv) all costs associated with the Owner Policy(including, without limitation, abstract fees, any title insurance premiums and the costs of endorsements thereto); (v) charges for legal and other professional services provided to Purchaser; and (vi) any expenses stipulated to be paid by Purchaser under the provisions of this Agreement or otherwise customarily paid by purchasers in similar transactions in Jefferson County, Texas. (g) Promptly after the Closing Date, Title Company shall deliver to Purchaser, at Purchaser's sole cost and expense, an Owner Policy of Title Insurance ("Owner Policy") in the amount of the Purchase Price, issued by Title Company through a title insurance underwriter reasonable acceptable to Purchaser and insuring that Purchaser is the owner of fee simple title to the Land, together with any and all endorsements thereto deemed necessary by Purchaser in its reasonable discretion, subject only to the Permitted Encumbrances and the standard printed exceptions. (h) Upon completion of the Closing, Seller shall deliver to Purchaser legal possession of the Property free and clear of all tenancies of every kind and parties in possession, with all parts of the Property in a condition which in no event shall be worse than the condition of the Property that exists on the date hereof. Section 8. Use Restrictions. At Closing, Seller shall impose restrictions on the use of the Property (collectively, the "Use Restrictions"), by which none of the Property may be used: (i) for manufactured housing (as such term is defined in Sec. 58-31 of the City Code [herein defined]); (ii) as a recreational vehicle park (RV park) (as such term is defined in Sec. 58-121 of the City Code); (iii)as a game room (as such term is defined in Sec. 22-601 of the City Code) that is open to the public on a for-profit basis; (iv) for any sexually oriented business (as such term is defined in Sec. 22-321 of the City Code); or (v) as a multiple-family dwelling (within the context such term is used in Appendix A, Section 12 of the City Code). As used herein, the term "City Code" shall mean the Code of Ordinances, City of Port Arthur, Texas, as in effect as of January 8, 2019. The Use Restrictions shall be set forth in the Deed and shall be enforceable (and terminable) by Seller. Section 9. Seller's Representations,Warranties and Covenants. (a) Except as otherwise provided in this Agreement, Seller hereby represents and warrants to, and covenants with, Purchaser and acknowledges that Purchaser has entered into this Agreement in reliance on the following: {i) Organization; Authority. Seller is a municipality lawfully organized, validly existing and in good standing under the laws of the State of Texas and is qualified to do business in the State of Texas; and (A) Seller has been duly authorized and empowered to enter into this Agreement and to perform fully its obligations hereunder, (B) such obligations constitute the valid and binding obligations of Seller, enforceable in 11 5009838.13 accordance with their terms, and (C) that no further consents of any other person, entity, public body or court are required in connection with this Agreement and the performance of all obligations hereunder. (ii) Not a Foreign Person. Seller is not a foreign person, corporation, partnership, trust or estate (as those terms are defined in the Internal Revenue Code of 1986, as amended, and the regulations promulgated and in force with respect thereto); and Seller will,at Closing,deliver to Purchaser a Certification. (iii) Condemnation, Etc. There is not pending, or to Seller's knowledge, threatened, any (A) condemnation proceeding or other litigation relating to or otherwise affecting Seller and/or any or all of the Property, or (B) except as may be contemplated by this Agreement, reclassification of any or all of the Property for local zoning purposes, if any, or (C) reassessment or reclassification of any or all of the Property for state or local real property taxation purposes. (iv) Violations. There is not pending, or to Seller's knowledge, threatened, from any federal, state, city or local authority any notice, suit or judgment relating to any violation with respect to the Property. (v) Environmental Conditions. Except as set forth in and subject to the environmental reports and site assessments provided by Seller to Purchaser, to Seller's knowledge, the Property, including the land, surface water, ground water, and any improvements, is free of contamination from (A) any "hazardous waste," any"hazardous substance," and any "oil, petroleum products, and their by-products," as such terms are defined by any federal, state, county or local law, ordinance, regulation or requirement applicable to any portion of the Property, as the same may be amended from time to time, and including any regulations promulgated thereunder, and (B) any substance the presence of which on the Property is regulated or prohibited by any law (collectively, "Hazardous Substances"). "Contamination" means the uncontained presence of Hazardous Substances at the Property or arising from the Property that may require remediation or cleanup under any applicable law. Seller has not used any Hazardous Substances on, from or affecting the Property in any manner that violates any applicable law, and to Seller's knowledge, no prior owner or user of the Property has used such substances on, from, or affecting the Property in any manner which violates any applicable law. There are not now, nor to Seller's knowledge have there ever been on or in the Property underground storage tanks or surface impoundments, asbestos-containing materials, or any material spills of polychlorinated biphenyls, including those used in hydraulic oils,electric transformers or other equipment. The copies of any environmental report that may have been delivered by Seller to Purchaser are complete and accurate copies of the same in all material respects; Seller has no other environmental reports, tests or audits in its possession or under its control; and Seller has no knowledge of any other environmental reports, tests or audits regarding any portion of the Property existing elsewhere. (vi) Litigation. There is no litigation, arbitration or proceeding pending, or to Seller's knowledge, threatened, before any court or administrative agency or any other 12 5009838 13 condition that relates to or affects the Property, Seller's interest therein, Seller's performance hereunder, Purchaser's intended use of the Property, or which will result in a lien, charge, encumbrance or judgment against any part of or any interest in the Property. Notwithstanding the foregoing, the parties acknowledge the liens or interests in the Property relating to the Notice of Federal Interest, which liens and interests will be removed at or prior to Closing. (vii) Utilities. To Seller's knowledge, (A) all utility services necessary for the development of the Property (e.g., water, sewer, gas, electricity, telephone and cable television) will be available to the Property on the Closing Date, (B) there is no pending moratorium on, or other impediment to, immediate sewer and water availability which is applicable to any portion of the Property, and (C) there is no such moratorium contemplated or threatened. (viii) Costs. To Seller's knowledge, there are no new (or increases in existing) development fees, impact fees or other fees that will be levied (or are under consideration) by any governmental or quasi-governmental authority which will affect the development of the Property. (ix) Title. Title to the Property is subject to no tenancy or other right of use or occupancy which will remain in effect at or after Closing. Seller is the fee simple owner of, and is lawfully seized and possessed of, the Property. (x) No New Encumbrances. After the Effective Date, Seller shall not enter into any lease, Property Agreement, agreement or instrument which would constitute an encumbrance on the Property. (xi) Restrictions. Except as otherwise set forth in this Agreement, to Seller's knowledge,there are no recorded or unrecorded restrictions existing or alleged relating to the development of the Property. (xii) No Breach. The execution and delivery of this Agreement by Seller, the execution and delivery of every other document and instrument delivered pursuant hereto by or on behalf of Seller, and the consummation of the transactions contemplated hereby does not and will not (A) constitute or result in the breach of or default under any oral or written agreement to which Seller is a party or which affects the Property; (B) constitute or result in a violation of any order, decree, or injunction with respect to which Seller and/or the Property is bound; (C)cause or entitle any party to have a right to accelerate or declare a default under any oral or written agreement to which Seller is a party or which affects the Property; and/or (D) violate any provision of any municipal, state or federal law, statutory or otherwise, to which Seller or the Property is or may be subject. (xiii) No Assessments. There are no public improvements which have been ordered to be made or assessed, and there are no special, general, or other assessments pending, threatened against or affecting the Property. All installments of any pending assessments will be paid by Seller. 13 5009838.13 (xiv) No Contracts. Seller has not entered into any other contracts, agreements or understandings, oral or written, for the sale or transfer of any portion of the Property. Between the Effective Date and Closing, no part of the Property will be alienated, encumbered or transferred except as contemplated by this Agreement. (xv) No Commitments. Seller has not made and has no knowledge of any commitments to any governmental or quasi-governmental authority, school board,church or other religious body, or to any other organization, group or individual relating to the Property which would impose any obligations upon Purchaser to make any contributions of money or land or to install or maintain any improvements or which would interfere with Purchaser's ability to use, develop or improve the Property, except as expressly set forth in this Agreement. (xvi) Fill. No landfill has occurred on the Property and no debris has been buried or placed on the Property. (xvii) Flood Plain. No portion of the Property (other than as designated on the Survey as such) is located in any flood zone, flood hazard area, flood plain or similarly designated zone on the applicable FEMA maps or in a"wetlands" area as defined by any governmental or quasi-governmental authority. (xviii) Designations/Historic Use. There is no actual or pending designation of all or any portion of the Property, or of the area or district in which the Property is located, as an historic district, site, building, battlefield, structure, object or other resource on the National Register of Historic Places or any other similar list or survey maintained by any federal, state, county, municipal or private authority such that the Property or any portion thereof is or may become subject to development restrictions or prohibitions, nor does Seller have any knowledge that any such designation is contemplated. The Property does not contain any cemeteries or graveyards. (xix) Zonin . The entire Property is zoned so as to permit the development of a commercial use property, without the need for any special exception, variance or "grandfathered use"; and there is no pending change in the zoning classification of the Property nor, to Seller's knowledge, is any such zoning classification change threatened or contemplated. (b) Seller's representations, warranties and covenants set forth in this Agreement shall be true as of the Effective Date and the date of Closing and shall survive Closing. Seller shall notify Purchaser in writing immediately if any representation becomes untrue or misleading in light of information obtained by Seller after the Effective Date. (c) With respect to any notice given by Seller to Purchaser pursuant to subsection (b) above, if Purchaser objects to such change and Seller is unable or unwilling to cure all such changes prior to Closing, then, notwithstanding anything contained herein to the contrary, Purchaser may either (i) proceed to complete the Closing, notwithstanding any notice given, and specifically waiving the effect of such change; or(ii) terminate this Agreement, whereupon (A) the terms and conditions hereof shall be null and void, (B) the Earnest Money shall be 14 5009838.13 refunded by the Escrow Agent to Purchaser and (C) neither the Purchaser nor the Seller shall have any further liability or obligation pursuant to the terms and conditions hereof except for those matters which expressly survive the termination of this Agreement. (d) EXCEPT FOR THOSE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF TITLE AS SET FORTH IN THE DEED (COLLECTIVELY, THE "LIMITED MATTERS"), SELLER EXPRESSLY DISCLAIMS, AND PURCHASER ACKNOWLEDGES AND ACCEPTS THAT SELLER HAS DISCLAIMED MAKING, ANY REPRESENTATIONS, WARRANTIES OR ASSURANCES WITH RESPECT TO THE PROPERTY, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, REPRESENTATIONS OR WARRANTIES AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL CONDITION, OPERATING HISTORY OR PROJECTIONS, VALUATIONS, GOVERNMENTAL APPROVALS OR GOVERNMENTAL REGULATIONS, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PURCHASER AGREES THAT, WITH RESPECT TO THE PROPERTY, IT WILL RELY UPON ITS INSPECTION THEREOF OR ITS DETERMINATION NOT TO INSPECT THE SAME, AND UPON CLOSING IT SHALL ACCEPT THE PROPERTY IN ITS "AS IS," "WI IERE IS" CONDITION, WITH ALL FAULTS, AND WITHOUT REFERENCE TO MERCHANTABILITY OR FITNESS FOR ANY SPECIFIC PURPOSE. WITHOUT LIMITATION OF THE FOREGOING, PURCHASER AGREES THAT IT IS ACQUIRING THE PROPERTY ON THE EXPRESS UNDERSTANDING THAT, EXCEPT FOR THE LIMITED MATTERS, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER (INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR USE OR PURPOSE). IN THAT CONNECTION, PURCHASER ACKNOWLEDGES THAT THE PURCHASE CONTEMPLATED BY THIS AGREEMENT IS MADE BY PURCHASER WITHOUT RELIANCE ON ANY REPRESENTATION, WARRANTY OR AGREEMENT OF SELLER, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, OTHER THAN THE LIMITED MATTERS. PURCHASER'S DECISION TO PURCHASE HEREUNDER WILL BE BASED SOLELY ON THE LIMITED MATTERS, ITS OWN INSPECTION OF TIIE PROPERTY AND ITS INDEPENDENT INVESTIGATION AND EVALUATION OF THE MERITS OF ENTERING INTO THIS AGREEMENT. THE PROVISIONS OF THIS SUBSECTION SHALL SURVIVE THE CLOSING. Section 10. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and shall be served (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by delivering the same in person to such party; (c) by any recognized expedited courier service (such as Federal Express) which requires the receiver of such notice to acknowledge receipt in writing; or (d) by email (provided that any notice of default hereunder must also be sent by another method of notice provided for in this Section). Notice shall be effective only upon receipt at the address of the addressee or refusal by the addressee to accept delivery thereof. For purposes of notice, the addresses of the parties shall be as follows: 15 5009838.13 If to Purchaser,to: Aurora Capital Holdings LLC 500 Dallas Street Houston,Texas 77002 Attention: Jay Hall Telephone: 713-427-3313 E-mail: iay.hall@motiva.com with a copy to: David J. Weiner Liskow&Lewis 1001 Fannin, Suite 1800 Houston,Texas 77002 Telephone: 713-651-2944 Email: dweiner@liskow.com If to Seller, to: City of Port Arthur,Texas P.O. Box 1089 Port Arthur,Texas 77641 Attn: Ron Burton, City Manager Telephone: 409-983-8101 Email: ron.burton a,portarthurtx.gov with a copy to: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: Valecia Tizeno, City Attorney Telephone: 409-983-8129 Email: val.tizenoportarthurtx.gov cnr Either Seller or Purchaser may change its address(es) for the purpose of giving notice hereunder by giving the other party notice thereof in accordance with the provisions of this Section. Section 11. Commissions and Consulting Fees. Except for a real estate brokerage commissions payable (i) under this Agreement to Newmark Knight Frank (representing Purchaser) in the amount of$103,710.00, which commissions shall be payable by Purchaser at Closing; and (ii) under the 9th Avenue Property Contract to Wheeler-Commercial (representing the seller thereunder) and to Newmark Knight Frank (representing the initial buyer thereunder), which commissions shall be payable by the seller under the 9th Avenue Property Contract, Purchaser and Seller acknowledge that there are no broker commissions or fees payable in connection with the transactions contemplated by this Agreement. Seller expressly acknowledges that, by accepting an assignment of the 9th Avenue Property Contract, it consents to the payment of broker commissions by the seller thereunder as more particularly set forth therein. In no event shall any broker, agent, finder, consultant or similar party (including, without limitation, Newmark Knight Frank) be deemed to be a third-party beneficiary of this Agreement. The provisions of this Section shall survive the Closing. 16 5009838.13 Section 12. Remedies. (a) If Purchaser fails to perform any of its obligations hereunder either prior to or at Closing for any reason other than Seller's default or Seller's failure to tender performance of its obligations hereunder, then Seller, as its sole and exclusive right and remedy, shall have the right to terminate this Agreement and the rights and the obligations of the parties under this Agreement by giving Purchaser written notice thereof at any time at or prior to Closing. If Seller terminates this Agreement pursuant to this subsection, then neither party shall have any further rights,duties, liabilities or obligations hereunder except as otherwise expressly provided in this Agreement, and Escrow Agent shall deliver the Earnest Money to Seller as liquidated damages, free of any claims by Purchaser. Seller and Purchaser agree that such damages due to a default in this Agreement by Purchaser would be difficult and inconvenient to ascertain and that such amount is fair and reasonable in light of all relevant circumstances. (b) If Seller fails to perform any of its obligations and covenants hereunder either prior to or at Closing for any reason other than Purchaser's failure to tender performance of its obligations hereunder and a specific remedy for such failure of Seller is not provided in another provision of this Agreement, or if any of the representations or warranties made by Seller hereunder are false or misleading in any material respect, then Purchaser, as Purchaser's sole remedies, shall have the right to: (i) acquire the Property in accordance with the terms of this Agreement, in which event Seller's failure shall be deemed waived; or (ii) terminate this Agreement by giving written notice thereof to Seller at or prior to Closing;or (iii) seek specific performance of the obligations of Seller under this Agreement. If Purchaser terminates this Agreement pursuant to a right to do so granted to Purchaser in this Agreement, then except as otherwise provided in this Agreement, neither party hereto shall have any further rights, duties, liabilities or obligations hereunder and Escrow Agent shall deliver the Earnest Money to Purchaser, free of any claims by Seller. Notwithstanding the foregoing, in addition to (and not in lieu of) the other rights and remedies available to Purchaser under this Agreement, if Seller's failure to perform causes any default by the buyer under the 9th Avenue Property Contract, then Purchaser shall have the right to bring a claim for breach of contract against Seller, if such cause of action is authorized pursuant to Section 271.152 of the Texas Local Government Code, for reimbursement of any and all costs and expenses incurred by Purchaser in connection with the 9th Avenue Property Contract (including, without limitation, any earnest money deposit forfeited thereunder). Purchaser does not waive any of its rights and privileges provided by the doctrine of sovereign immunity. (c) Prior to either party being able to exercise any of the rights and remedies set forth in this Section 12,the non-defaulting party shall give the defaulting party written notice of such default, and the defaulting party shall have five (5) business days to cure a monetary default and thirty (30) days to cure a non-monetary default; PROVIDED, HOWEVER, NO PARTY 17 • 5009838.13 SHALL BE ENTITLED TO MORE THAN FIVE (5) BUSINESS DAYS' NOTICE AND OPPORTUNITY TO CURE ANY FAILURE TO TIMELY PERFORM ITS OBLIGATIONS AT THE CLOSING. (d) With regard to matters occurring after the Closing, the parties shall have all rights and remedies available to them at law or in equity. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NO PARTY MAY SEEK INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES FROM THE OTHER PARTY, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SUCH DAMAGES, REGARDLESS OF CAUSE. (f) The provisions of this Section 12 shall survive the Closing or termination of this Agreement. Section 13. Destruction, Damage or Condemnation Prior to Closing. (a) If, prior to Closing, the Property is destroyed or damaged to any material extent, then Purchaser shall have the option, which must be exercised by it within twenty (20) days after its receipt of written notice from Seller advising Purchaser of such destruction or damage (which notice Seller hereby agrees to give to Purchaser within three [3] business days of notice thereof to Seller), to terminate this Agreement by giving written notice thereof to Seller within such twenty (20) day period, or to proceed with the Closing. If Purchaser elects to proceed with the Closing, then the Closing shall proceed without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be entitled to any and all insurance proceeds previously paid or payable to Seller as a result of such damage (plus the amount of any deductible maintained by Seller with respect to such policy) (which Purchaser may elect to receive as a credit against the Purchase Price) and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing all of Seller's rights to such proceeds. (b) If, prior to Closing, the Property is destroyed or damaged, but not to a material extent,then Seller shall notify Purchaser of such damage within three (3) business days thereof, and (if so requested by Purchaser) shall promptly repair and replace the Property so destroyed or damaged to the same condition that existed prior to such casualty(and shall receive and keep all insurance proceeds payable to Seller as a result of such damages). If Purchaser notifies Seller not to repair and replace any immaterial damage or destruction pursuant to the right granted in the immediately preceding sentence, then the Closing shall proceed without any reduction in the Purchase Price and subject to the other provisions hereof, but Purchaser shall be entitled to any and all insurance proceeds payable to Seller as a result of such damages and destruction (plus the amount of any deductible maintained by Seller with respect to such policy) as set forth in subsection (a) above (which Purchaser may elect to receive as a credit against the Purchase Price). Damage to or destruction of the Property shall be deemed immaterial if the Property can be repaired or replaced within twenty (20) days after such destruction or damage occurs for a cost not to exceed$25,000.00. 18 5009838.13 (c) If, prior to Closing, all or any portion of the Property is taken for any public or quasi-public use under any governmental law, ordinance or regulation, or by right of eminent domain or by private purchase in lieu thereof(in each case, a "Taking"), and the Taking, in Purchaser's sole judgment would prevent or interfere with Purchaser's proposed use of the Property, then Purchaser shall have the option, which must be exercised by it within twenty (20) days after its receipt of written notice from Seller advising Purchaser of such Taking (which notice Seller hereby agrees to give to Purchaser within three [3] business days of notice thereof to Seller), to terminate this Agreement by giving written notice thereof to Seller within such twenty (20) day period, or to proceed with the Closing. If Purchaser elects to proceed with the Closing, there shall be no reduction in the Purchase Price, but Purchaser shall be entitled to any and all amounts payable as a result of such Taking, including any condemnation award or amounts paid in lieu of such award (which Purchaser may elect to receive as a credit against the Purchase Price), and, to the extent the same may be necessary or appropriate, Seller shall assign to Purchaser at Closing all of Seller's rights to such proceeds. (d) The provisions of this Section shall control over, and be effective notwithstanding, the provisions of the Uniform Vendor and Purchaser Risk Act as set forth in Section 5.007 of the Texas Property Code. Section 14. Binding Agreement. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. Section 15. Assignment. Purchaser may freely assign its rights hereunder to any entity controlling, controlled by or under common control with Purchaser without the necessity of obtaining the prior consent of Seller, provided that the assignee assumes, in writing, all of Purchaser's obligations under this Agreement. Purchaser shall not assign its rights hereunder to any other person or entity without the prior written consent of Seller, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, in no event may Purchaser assign its rights hereunder to a non-profit or tax-exempt entity. Section 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without reference to its conflicts of laws provisions. Venue for any dispute arising from this agreement shall be in Jefferson County, Texas. Section 17. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of the Agreement, and the remaining provisions of the Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be deemed added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 19 5009838.13 Section 18. Modification. No modification hereof or subsequent agreement relative to the subject matter hereof shall be binding on either party unless reduced to writing and signed by the party to be bound. Section 19. Attorneys' Fees. Each party shall pay its own attorneys' fees in connection with the preparation, review and negotiation of this Agreement, the preparation, review and negotiation of all closing documents and the administration of the Closing. To the fullest extent permitted by applicable law, if Purchaser or Seller is the prevailing party in any legal proceeding brought under or with relation to the Property, this Agreement or the transactions contemplated herein, the prevailing party shall be entitled to recover from the non- prevailing party all costs of such proceeding and reasonable attorneys' fees. The terms of this Section shall survive the termination of this Agreement. Section 20. Time of Essence. Time is of the essence under this Agreement. Section 21. Waiver. No waiver of any default of or noncompliance with any provision, covenant, condition, obligation or requirement imposed hereby which may be given or suffered by one party to the other shall operate as, or be construed to constitute, a waiver of any subsequent default of or noncompliance with any such provision, covenant, condition, obligation or requirement or of any default of or any noncompliance with any provision, covenant, condition, obligation or requirement hereof. Section 22. Calculation of Time Periods. If any date herein set forth for the performance of any obligation by Seller or Purchaser or for the delivery of any instrument or notice herein provided should be on a Saturday, Sunday, or legal holiday, the compliance with such obligations or delivery shall be deemed acceptable on the next business day following such Saturday, Sunday or legal holiday. As used herein, the term "legal holiday" means any state or federal holiday for which financial institutions or post offices are generally closed in Jefferson County, Texas for observance thereof. Section 23. 1031 Exchange. Seller and Purchaser agree to cooperate with each other in effectuating a tax deferred exchange by either party pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended; provided, however, no party shall have any obligation to incur any cost or expense in connection therewith. Section 24. Entire Agreement. This Agreement sets forth the entire agreement between Seller and Purchaser relating to the Property and the transactions contemplated herein and supersedes all prior negotiations, letters of intent or agreements with respect to the matters contained herein. The parties shall not be bound by any terms, statements, conditions or representations,oral or written,express or implied,not contained in this Agreement. Section 25. No Third-Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Agreement. 20 5009838.13 Section 26. Joint Drafting. This Agreement and the exhibits have been jointly drafted, negotiated and agreed upon by Seller and Purchaser. Any rule of contract interpretation that provides that ambiguity will be construed against the drafting party is inapplicable to this Agreement and the exhibits and shall not be used in connection with the interpretation of this Agreement or the exhibits. Section 27. Further Assurances. Seller and Purchaser shall execute and deliver such further instruments and take such other actions as may be reasonably necessary to carry out the purposes and intentions of this Agreement. Section 28. Exhibits. Any exhibit not available at the time this Agreement is executed shall be agreed upon, initialed and attached by the parties as soon after execution as is practicable, but failure to attach any exhibit shall not affect the validity of this Agreement unless the parties are in material disagreement as to the contents of such exhibit. Section 29. Miscellaneous. The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit, amplify, or modify the terms and provisions hereof. Whenever the singular number is used herein, the same shall include the plural where appropriate, and words of any gender shall include each other gender where appropriate. Section 30. Counterparts; Electronic Means. This Agreement may be executed in multiple counterparts, each of which is deemed an original, but such counterparts, when taken together, constitute one agreement. This Agreement may be executed by a party's signature transmitted by electronic means, including by facsimile or e-mail ("Electronic Means"), and copies of this Agreement executed and delivered by Electronic Means have the same force and effect as copies executed and delivered with original signatures. All parties may rely upon signatures transmitted by Electronic Means as if such signatures were originals. Any party executing and delivering this Agreement by Electronic Means, at the request of any other party, shall promptly deliver a counterpart signature page of this Agreement containing said party's original signature. A signature page transmitted by Electronic Means may be introduced into evidence in any proceeding arising out of or related to this Agreement as if it were an original signature page. [Signature Pages Follow] 21 5009838.13 EXECUTED by Seller this day of , 2020, to be EFFECTIVE as of the Effective Date. Y' SELLER: ?:P ' CITY OF PORT ARTHUR,TEXAS By: Name: Title: ATTEST: City Secretary (SEAL) APPROVED AS TO FORM City Attorney [Seller Signature Page to Sale and Purchase Agreement] EXECUTED by Purchaser this—day of , 2020,to be EFFECTIVE as of the Effective Date. PURCHASER: AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company By: Jay Hall, President [Purchaser Signature Page to Sale and Purchase Agreement] Receipt of a fully executed copy of this Agreement is hereby acknowledged as of the date hereinafter set forth which date shall be the Effective Date of this Agreement. Dated: ,2020 CHICAGO TITLE COMPANY By: Name: Title: Schedule of Exhibits: Exhibit"A" Health Department Premises Exhibit"B" 9th Avenue Property Contract [Escrow Agent Receipt of Sale and Purchase Agreement] I '"- -war-7,-,- - - : 1 't unman�tw ID tun r jrq j i 11;All::i) „:1 MM AMI OW1011fl�1N.9M1YIYd901111V1H i I i r' e >. • � 1 � = � iik _ y we W t f 9+i > c f Q ft �� III 2 11 I . 1 '.....-,...&.,......[ i1._ l- 11 ! 1 I L -•• K l"; 1 r r ..... 1 s I 1 __.1 . � I I- 5,1 .01111.1. ' -.. ...*....."".1.17.1. / dp I i IIN 1 '71' R__ ...,......WPM.1.. 9 1 1 1 47i , L.- _Yco v © m < sas1waJd luawpapdau y1ieal{ «V„ IIHIHX3 Z .1 . MC..r........,tem. i 104 Lr ii i setata.am tleams AI 0.....4.. ' k ' ;i ' . I .1 ' 1,1 .i 111h I MA 3id gtacruna 11431111t1V4110 1411VIN 1 i . 1 , ..... = ..1 IN44:tett:4.". C 1 pp, CI) 1'0 i 111 . - • C ..S ' Cl) n ....., g „..6.4_3_4___ILI. I b---a c__________ .„......, . i ' Q ,-. IT . :....., II 1 1 •i;L. i1 i :._, -,,,, r 1 I ‘. , j•---r,..---1 1 , - 17- 1 C I ?: L _ I -r-- 1 I 1 .i • CI) - I .-. lIII . . . _. 1 21 _ ' .2 9 A f t.. _c __., ,-0 i III U I I iI - Il' LiaI i 1 - .! icit ST, 1 _..2 L____________n . ,. I II I I pli , ......._.........._ EXHIBIT "B" 9th Avenue Property Contract [SEE ATTACHED] Ira TEXAS REALTORS COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS WHO ARE NO t MEMBERS OF THE TEXAS FORMSOURCE IS NOT AUTHORIZED. ®Texas Association of REALTORS®,Inc.2018 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: T-Major,LLC a Texas limited liability company Address: Phone: E-mail: Fax: Other: Buyer: Texas 4L Properties LP,a Texas limited partnership Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Iefferson County, Texas at 5860 9th Avenue, Port Arthur,TX 77642 (address) and that is legally described on the attached Exhibit A or as follows: B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals, utilities, adjacent streets, alleys, strips, gores. and rights-of-way: (3) Seller's interest in all leases. rents, and security deposits for all or part of the Property: (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946).) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing $ 1,650,000.00 B. Sum of all financing described in Paragraph 4 $ C. Sales price (sum of 3A and 3B) $ L650,000.00 (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 1 of 14 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Produced win zipForrne by ziplogix 18070 Fifteen Mile Road,Fraser,Micnigan 48026 www,TjDloo'x.conl Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 1 cINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: A. 1 nli.. 'a" Financinq: One or more third party loans in the total amount of$ . This _ contract: (1) is not contingent ,..r g"iver obtaining third party financing. — (2) is contingent upon Buy,, 'wining third party financing in accordance with the attached Commercial Contract Financing H.._ -'.'m (TXR-1931). B. Assumption: In accordance with the attached Coil,,. '^I Contract Financing Addendum (TXR-1931), Buyer will assume the existing promissory note secured t,y . n'oDerty, which balance at closing will be $ . C. Seller Financinq: The delivery of a promissory note and deed of trust from Buy... Qi=ller under the terms of the attached Commercial Contract Financing Addendum (TXR-1931) in ti -^i int of $ . 5. EARNEST MONEY. I Business I A. Not later than 5 days after the effective date, Buyer must deposit $ 20,000.00 as earnest money with See Special Provisions(Paragraph 12) (title company) at (address) (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: (i) days after Buyer's right to terminate under Paragraph 7B expires; or Li (ii) . Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense. will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. _ _ I (b) will be amended to read "shortages in areas" at the expense of X Buyer `Seller. (3) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 2 of 14 Produced with zipFormat by zipLogiu 18070 Fifteen Mile Road.Fraser.Michigan 48026 wwwztoLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. Survey: Within 45 days after the effective date: (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer $0,00 (insert amount) of the cost of the survey at closing, if closing occurs. _- (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. _- (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, L Seller Buyer (updating party), will, at the updating party's expense, obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to the other party and the title company within 30 days after the title company notifies the parties that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 30 days if necessary for the updating party to deliver an acceptable survey within the time required. The other party will reimburse the updating party (insert amount or percentage) of the cost of the new or updated survey at closing, if closing occurs. `:C Search: (1) Want.. after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code nrioared by a reporting service and dated after the effective date. The search must identify documellL., . - ^n file with the Texas Secretary of State and the county where the Property is located that relate to G„ ^rnoerty on the Property and show, as debtor, Seller and all other owners of the personal property in u1� - (2) Buyer does not require Seller to furnish a UCC search. CI. Buyer's_Objections to the_Commitment,_Survey, and_UCC Search: (1) Within 15 days after Buyer receives the last of the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an `A" or "V" zone as defined by FEMA). If the commitment or survey is revised or any new document evidencing a title exception is delivered, Buyer may object to any new matter revealed in such revision or new document. Buyer's objection must be made within the same number of days stated in this paragraph, beginning when the revision or new document is delivered to Buyer. If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or (ii)the deadline specified in Paragraph 6B. (2) Seller may. but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 3 of 14 P•oduCed with znpFornati by zipLogix 18070 Fifteen Mile Road Fraser.Michigan 48026 yevw 7'01 00ix corr� Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present_Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: AS-IS,WHERE IS B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (1) Independent Consideration. (Check only one box and insert amounts.) X (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If_no .dollar amount_is_stated_in_this_Paragraph_7B(1)_or_if_Buyer_fails_to_deposit_the_earnest-money,_Buyer will-not-have-the-right-to-terminate_under_this-Paragraph-7B. (b) Not later than 3 days after the effective date, Buyer must pay Seller$ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the_right_to terminate under_this Paragraph 7B. (2) Feasibility Period Extension: Prior to the expiration of the initial feasibility period, Buyer may extend the feasibility period for a single period of an additional days by depositing additional earnest money in the amount of$ with the title company. If no dollar amount is stated in this Paragraph or if Buyer fails to timely deposit the additional earnest money, the extension of the feasibility period will not be effective. C. Inspections, Studies, or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections. studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 4 of 14 Produced with zipForme by zipLogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 www.z,oLoaix.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify. hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract."In no event shall Buyer have any indemnity obligations under Paragraph 7.C(3)with respect to any matters to the extent arising from Buyer's discovery of a pre-existing D. Property Information: condition on the property" (1) Delivery of Property Information: Within 7 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases, including any mineral leases, pertaining to the Property, including any modifications, supplements, or amendments to the leases; (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; - (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; - (e) copies of all current service, utility, maintenance, and management agreements relating to the ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; (g) copies of all current warranties and guaranties relating to all or part of the Property; (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; (j) a copy of the "as-built" plans and specifications and plat of the Property;i,, sellers (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; J (I) a copy of Seller's income and expense statement for the Property from to (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; in sellers possession - (n) real and personal property tax statements for the Property for the previous 2 calendar years; (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and (p) any Architectural or Engineering reports along with Sellers most recent survey (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) ® (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; __ (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied in any format; and (c) deliver to Seller copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 5 of 14 Produced with ziprormet by ziplogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www ziolooix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ' EASES: A. L. written lease Seller is to assign to Buyer under this contract must be in full force and effect accor. to its terms. Seller may not enter into any new lease, fail to comply with any existing lease. or make 4 'mendment or modification to any existing lease without Buyer's written consent. Seller must disclose, -iting, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently oL. ••' fore closing: (1) any failure by Seller . -mply with Seller's obligations under the leases; (2) any circumstances undo, • lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leasea r. 'yes by a tenant; (4) any advance sums paid by a tenant urr. -^v lease; (5) any concessions, bonuses, free rents. rebb, '-rokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have bet. -igned or encumbered, except as security for loan(s) assumed or taken subject to under this contraL. B. Estoppel Certificates:Within days after the effective date, So. •rill deliver to Buyer estoppel certificates signed not earlier than by ep. -nant that leases space in the Property. The estoppel certificates must include the certifications contains, he current version of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional ink, `1/2n requested by a third party lender providing financing under Paragraph 4 if the third party lender , ,sts such additional information at least 10 days prior to the earliest date that Seller may deliver ti,. "-ped estoppel certificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Wheeler-Commercial Cooperating Broker: Newmark Knight Frank Agent: Lee Wheeler,111 CCIM Agent: Rob Stillwell/Greg Marconi Address: 400 Neches Address: 1700 Post Oak Blvd.,2 BLVD Place,Suite 250 Beaumont,TX 77701 Houston,TX 77056 Phone& Fax: 409.899.3000 Phone & Fax: 713.599.5182/713.599.5190 E-mail: lwheeler@wheeler-commercial.com E-mail: rstillwell@ngkf.com/gmarconi@ngkf.com License No.. 467055 License No.: 398639/613453 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. represents Seller only. represents Buyer only. is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) - (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. X- (2) At the closing of this sale, Seller will pay: (TXR-1801)4-1-18 Initialed for Identification by Seller and BuyerPage 6 of 14 Produced wen zipFdrrnt by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www zioLoaix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: % of the sales price. % of the sales price. X 3%of the 1st Million and 2%of balance of sales price . 3%of the 1st Million and 2%of balance of sales price The cash fees will be paid in Jefferson County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date of the closing of the sale (closing date) will be on or before the later of: (1) 45 days after the expiration of the feasibility period. (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15, C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a general special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller. at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) service, utility, maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply with applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 7 of 14 Produced with zipForm®by zip..ogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 www nDLoaix cote Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11.POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12.SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) \ottiNithstanding anything to the contrary contained in this contract,(1)all tasks relating to this contract typically associated With an escrow agent(including,without limitation,receipt of the contract,holding of any earnest money,facilitation of closing,and receipt of escrow fees)shall he handled by CHICAGO TITLE 609 Main Street,Suite 2350 Houston,TX 77002 Attn:Christine Belcher Karnauch;and(2)all non-escrow related tasks relating to this contract typically associated with a title company(including, without limitation,issuance of the title commitment and the title policy)shall be handled by TEXAS REGIONAL TITLE 7675 Folsom Drive,Building 100.Beaumont,TX 77706.Attn:Molly Mallet. 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (I) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (I) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 8 of 14 Produced with zipForm®by zipLogrx 18070 Fifteen Mile Road,Fraser.Michigan 48026 www z,OLoaro&om Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4) which Seller may pursue, or (Check if applicable) B. If, without fault. Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16.CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 9 of 14 Produced with zipFormeS by zipLogix 18070 Fifteen Mile Road.Fraser.M'chigan 48026 y,ww.zioLoatx.core Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount: or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer, Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit. ��IIPr 7 Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accorua,,,,_ "- section 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contelr,.,._. ^hange will be paid by the exchanging party. The other party will not incur any expense or liability with respt.,. ._ - ^vrhange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange 4^ comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Coae. ,,._ provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) X A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement(TXR-1408). B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 10 of 14 Produced with ZipForrert Dy apLogtx 18070 Fifteen Mile Road,Fraser,Michigan 48026 www LDLooix coni Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) Ii (1) Property Description Exhibit identified in Paragraph 2; LI (2) Commercial Contract Condominium Addendum (TXR-1930) or(TXR-1946); (3) Commercial Contract Financing Addendum (TXR-1931); (4) Commercial Property Condition Statement (TXR-1408); (5) Commercial Contract Addendum for Special Provisions (TXR-1940); (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906); (7) Notice to Purchaser of Real Property in a Water District(MUD); (8) Addendum for Coastal Area Property (TXR-1915); (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916); X (10)Information About Brokerage Services (TXR-2501); and (11)Information About Mineral Clauses in Contract Forms(TXR-2509);and X (12)Notice to Purchaser regarding Jefferson County Drainage District 7;and As-Is Addendum (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 11 of 14 Produced with zipFomYID by zipLogix 18070 Fifteen Mile Road.Fraser,Michigan 48026 yrnw zlol ooix cola Commercial Contract-Improved Property concerning - 5860 9th Street Port Arthur,TX 77642 (Note: Counsel for Texas REALTORS®(TXR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by Texas REALTORS®are appropriate for use with this form.) E. Buyer X may n not assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday. or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25. ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract (the Addendum for Coastal Area Property(TXR-1915)may be used). E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916) may be used). F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) 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 ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract (the Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906) maybe used). (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 12 of 14 Produced with zipForm!by zipLogix 18070 Fifteen Mile Road.Fraser.Michigan 48026 y,'ww.ziolooix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or(2) drought or flood conditions." K. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: Buyer is a licensed Texas Real Estate Broker 26.CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: T-Major,LLC a Texas limited liability company Buyer: Texas 4L Properties,LP,a'Texas limited partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title Title: (TXR-1801)4-1-18 Page 13 of 14 Produced with zipFomit by ziplogix 18070 Fifteen Mile Road,Fraser.Michigan 48026 yeww zioLdax corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 AGREEMENT BETWEEN BROKERS (use only if Paragraph 9B(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $ , or % of the sales price, or % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyer's attorney: Address: Address: Phone&Fax: Phone&Fax: E-mail E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: the title company sends to Seller. R the title company sends to Buyer.Buyer sends to Seller. Seller sends to Buyer. I ESCROW RECEIPT The title company acknowledges receipt of: 9A. the contract on this day (effective date); B. earnest money in the amount of$ in the form of on Title company: Address: By: Phone&Fax: Assigned file number(GF#): E-mail: (TXR-1801)4-1-18 Page 14 of 14 Produced With zipForm®by zpLog x 18070 Fifteen Mile Road,Fraser.Michigan 48028 www 7,01 oax cpm EXHIBIT t°A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "I-1" of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2004012950 of the Official Public Records of Real Property of Jeffs rson County, Texas, said 3 .513 acres being more particularly described by metes and bounds as follows: Basis of bearings is the Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 6Qtlt Street(60' R.O.W.) with the Northeasterly line of 9th Avenue(120' R.O.W.) for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East)to a '/2" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3.513 acre tract and the Point of Beginning; THENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8" iron reel found for the North corner of the said 3.513 acre tract; THENCE South 48 degrees 48 minutes 08 seconds East along.the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet(Called South 48 degrees 47 minutes 00 seconds East 255.00 feet)to a 5/8" iron rod found the East corner of the said 3.513 acre tract; THENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 %" iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet(Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of land,more or less. TEXAS ASSOCIATION OF REALTORS' COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®IS NOT AUTHORIZED ©Texas Association of REALTORS®.Inc.2014 CONCERNING THE PROPERTY AT: 5860 9th Street Port Arthur, TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER, SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART 1 —Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? U U (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? ❑ U (h) lead-based paint? ❑ ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ LI (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ U (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(I)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ U (4) any improper drainage onto or away from the Property? U U (5) any fault line or near the Property that materially and adversely affects the Property? ❑ U (6) air space restrictions or easements on or affecting the Property? ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? ❑ ❑ (TAR-1408)4-1-14lnitialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10) your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property(including access or visibility)? ❑ ❑ (11) lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12) your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies? ❑ ❑ (13) common areas or facilities affiliated with the Property co-owned with others? ❑ ❑ (14) an owners' or tenants' association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment: $ per Are fees current through the date of this notice? ❑ yes ❑ no ❑ unknown (15) subsurface structures, hydraulic lifts, or pits on the Property? ❑ ❑ (16) intermittent or weather springs that affect the Property? ❑ ❑ (17) any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18) conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19) any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ❑ ❑ (c) water rights? . ❑ ❑ (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) _ (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 2 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 PART 2—Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of following on the Property? Not Not (1) Structural Items: Aware Aware Appl. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? 0 U ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines? ❑ ❑ ❑ (c) faucets, fixtures, or commodes? ❑ ❑ ❑ (d) private sewage systems? ❑ ❑ ❑ (e) pools or spas and equipments? ❑ ❑ ❑ (f) sprinkler systems? U ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ U (i) pumps or sump pumps? ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems? 0 ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ 0 0 (5) Other Systems or Items: (a) security or fire detection systems? . O ❑ 0 (b) porches or decks? ❑ ❑ ❑ (c) gas lines? ❑ ❑ ❑ (d) garage doors and door operators? ❑ ❑ ❑ (e) loading doors or docks? ❑ ❑ ❑ (f) rails or overhead cranes? ... ❑ ❑ ❑ (g) elevators or escalators? ... ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? J ❑ ❑ (i) appliances or built-in kitchen equipment? 0 0 0 If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 3 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 B. Are you (Seller or Landlord) aware of: Not Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? ❑ ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? ❑ ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes. attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11) any part, system, or component in or on the Property not in compliance with the the Americans with Disabilities Act or the Texas Architectural Barrier Statute? ❑ ❑ If you are aware of any of conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. T-Major, LLC a Texas limited Texas 4L Properties LP,a Texas limited Seller or Landlord: liability company Buyer or Tenant: Partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 "AS IS" ADDENDUM THIS CONTRACT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES,OR EXPRESS OR IMPLIED WARRANTIES,EXCEPT FOR (i) THOSE CONTAINED IN PARAGRAPH 19.A OF THE CONTRACT AND THE PROPERTY CONDITION STATEMENT ATTACHED THERETO AND(ii)THE SPECIAL WARRANTY OF TITLE IN THE DEED(COLLECTIVELY, THE "LIMITED MATTERS"). THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.ALL WARRANTIES,EXCEPT WITH RESPECT TO THE LIMITED MATTERS, ARE DISCLAIMED. The foregoing terms shall survive the closing. 5074411.2 NOTICE TO PURCHASER The real property, described below,which you are about to purchase is located in the Jefferson County Drainage District No. 7. The District has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date,the most recent rate of taxes levied by the District on real property located in the District is$0.1 65305 on each $100.00 of assessed evaluation. The total amount of bonds which has been approved by the voters and which have been or may,at this date, be issued is $0.00, and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is$0.00. The District has$19,480,000 in aggregate principal amount of maintenance notes which are payable from any lawfully available funds of the District, including the proceeds of maintenance taxes. The District is located, in part, in the cities of Port Arthur, Nederland, Groves,and Port Neches. Texas,and their extraterritorial jurisdictions. The purpose of this District is to provide drainage and flood control facilities and services within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property,and these utility facilities are owned or to be owned by the District. The legal description of the property you are acquiring is as follows: See Exhibit '`A"attached hereto and incorporated herein for all purposes. PURCHASERS ARE ADVISED THAT THE INFORMATION ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASERS ARE ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. Date: "Sellers" The undersigned purchasers hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. Date: "Purchasers" 112-2015 ZyNN.:1-1-\\ Information About Brokerage Services TREc Texas law requires all real estate license holders to give the following information about Eo�,L�,,_�,� brokerage services to prospective buyers, tenants,sellers and landlords. cru"m` ,ExAS 4EAL ESTE CCM.i:1 CM TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others,including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer,usually through a written representation agreement.A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with,provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not,unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose,unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION:This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services.Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 lhogan@ngkf.com 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 398639/613453 rstillwell@ngkf.com/gmarconi@ngkf.com 7135995182:713-5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0 11/2/2015 A Information About Brokerage Services Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others. including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer. usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with, provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: that the owner will accept a price less than the written asking price; that the buyer/tenant will pay a price greater than the price submitted in a written offer;and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose.unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Wheeler Commercial 579943 IwheelerAwheeler-commercial.com (409)899-3300 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Lee Y.Wheeler, III 467055 (wheeler@wheeler-commercial.com (409)899-3300 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 TABS 1-0 Date Lee wheeler.400 Neches Ikanmant 71 7770I Phone 409-809-3300 Fax 30't-8't't-3301 Calder I]Ilian Lee wheeler Produced with zipForme by z pLagix 18070 Fifteen Mile Road.Fraser,mctugan 48026 www ztoLodtx corp EXHIBIT "B" TO DEVELOPMENT AGREEMENT Assignment of 9th Avenue Property Purchase Agreement [SEE ATTACHED] L'? TEXAS REALTORS COMMERCIAL CONTRACT ASSIGNMENT OF BUYER'S INTEREST USE OF T-IS,'OR.'3Y PERSONS NHO ARE NOT MEMBERS CF THE TEXAS cCRVSC,_RCE IS NOT A.THCRGED. VTexas Association of REALTORS',Inc.2014 ASSIGNOR: Texas 4L Properties. LP 13 Farther Point Houston. TX ASSIGNEE: City of Port Arthur Address: 444 4th Street, PO Box 1089, Port Arthur, TX 77641 Phone: E-mail: Fax: Other: SELLER: T-Major, LLC a Texas limited liability company PO Box 3108 Beaumont. TX 77704 PROPERTY: 5860 9th Street. Port Arthur, TX 77642 as described on Exhibit A CONTRACT: A Commercial Contract - X[ Improved Property [Unimproved Property executed by Assignor (as Buyer) and Seller concerning the Property. having an effective date of September 14, 2020 For and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration paid by Assignee to Assignor. Assignor hereby assigns Assignor's interest in the Contract, including Assignor's interest as Buyer and Assignor's interest in the earnest money in the amount of$ $20,000 to Assignee, and Assignee hereby assumes all of Assignor's responsibilities and obligations associated with Assignor's interest in the Contract. SPECIAL PROVISIONS: This Assignment shall be effective as of (TXR-1943)4-1-14 Page 1 of 2 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Fa, Produced*X01 zipFomN9 by zipLoq,x 18070 Fifteen Mile Road.Fraser.M,cnigan 44026 yY*w ziOLOcic.corn Commercial Contract Assignment concerning: 55860 9th Street, Port Arthur,TX 77642 Assignor: Texas 4L Properties, LP Assignee: City of Port Arthur By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Date: Title: Date: Seller consents to the assignment of Assignor's interest in the Contract to Assignee. Seller: T-Maior, LLC a Texas limited liability company By: By (signature): Printed Name: Title: Date: By: By (signature): Printed Name: Title: Date: (TXR-1943)4-1-14 Page 2 of 2 Produced with zipForrnot by zipLog,* 18070 Fifteen Mile Road.Fraser.Michigan 48026 www.zioLoinx.com EXHIBIT"A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "1.1" of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation us recorded in Clerks File Na. 2004012950 of the Official Public Records of Real Property of Joffe rson County, Texas, said 3 .513 acres being more particularly described by metes and hounds ns follows: Basis of bearings is the Northeasterly right-of-way line of 9411 Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255,00 feet. • COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 60th Street(60' R,O.W,) with the Northeasterly line of 9th Avenue(120' R,O,W,)for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way Hoc of 9th Avenue a distnnce of 375.02 feet(Called South 48 degrees 47 minutes 00 seconds East)to a %" capped iron rod set for the South cotter of a 1,627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3,513 acre tract and the Point of Beginning; THENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8"iron rod found for the North comer of the said 3.513 acre tract; THENCE South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet(Called South 48 degrees 47 minutes 00 seconds East 255,00 feel)to a 5/8'iron rod found the East corner of the said 3,513 acre tract; THENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 1/2"iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet(Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of land,more or less, Exhibit «B „ la TEXAS REALTORS COMMERCIAL CONTRACT - IMPROVED PROPERTY USE CF THIS FORM BY PERSONSWHO ARE NOT MEMBERS OF THE TEXAS FORMSCURCE IS NOT ALTHORIZED. OTexas Association of REALTORS®,Inc.2018 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: T-Major, LLC a Texas limited liability company Address: Phone: E-mail: Fax: Other: Buyer: Texas 4L Properties LP,a Texas limited partnership Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Jefferson County, Texas at 5860 9th Avenue, Port Arthur,TX 77642 (address) and that is legally described on the attached Exhibit A or as follows: B. Seller will sell and convey the Property together with: (1) all buildings, improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals. utilities, adjacent streets, alleys, strips, gores. and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946).) 3. SALES PRICE: At or before closing, Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing $ 1,650,000.00 B. Sum of all financing described in Paragraph 4 $ C. Sales price (sum of 3A and 3B) $ 1,650,000.00 (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 1 of 14 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Produced with zipForrS by zrpLogix 18070 F Ileen Vie Road.Froze,' Michigan 48025 www ziDLocix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 CINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: A. Int,. Financing: One or more third party loans in the total amount of$ . This contract: (1) is not contingent Qlrver obtaining third party financing. (2) is contingent upon Buys.. "wining third party financing in accordance with the attached Commercial Contract Financing r..._ '•'m (TXR-1931). B. Assumption: In accordance with the attached Cor.,,. ^I Contract Financing Addendum (TXR-1931), Buyer will assume the existing promissory note secured riy . nr'oerty. which balance at closing will be $ C. Seller Financing: The delivery of a promissory note and deed of trust from Buy,.. yeller under the terms of the attached Commercial Contract Financing Addendum (TXR-1931) in u,.. -^lint of 5. EARNEST MONEYS Business A. Not later than 5 days after the effective date, Buyer must deposit $ 20,000.00 as earnest money with See Special Provisions (Paragraph 12) (title company) at (address) (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: (i) days after Buyer's right to terminate under Paragraph 7B expires; or (ii) Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies, conflicts, or shortages in area and boundary lines. or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. — (b) will be amended to read "shortages in areas" at the expense of ( Buyer I Seller. (3) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 2 of 14 Produced wrth npFomv,by aoLog,x 18070 FReen M le Road Fraser.Michigan 48026 yvww z'0Lo9x.corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. Survey: Within 45 days after the effective date: X (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer so.00 (insert amount) of the cost of the survey at closing, if closing occurs. (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, '.__I Seller % Buyer (updating party), will, at the updating party's expense. obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to the other party and the title company within 30 days after the title company notifies the parties that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 30 days if necessary for the updating party to deliver an acceptable survey within the time required. The other party will reimburse the updating party (insert amount or percentage) of the cost of the new or updated survey at closing, if closing occurs. rs UGC Search: (1) Warm ^ r� after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code kv ._, -' rrPoared by a reporting service and dated after the effective date. The search must identify documei R..> .. - ^n file with the Texas Secretary of State and the county where the Property is located that relate to a.. r -1 "rnoerty on the Property and show, as debtor, Seller and all other owners of the personal property in u IG (2) Buyer does not require Seller to furnish a UCC search. CI. Buyer's_Objections to_the Commitment._Survey, and_UCC Search: (1) Within 15 days after Buyer receives the last of the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If the commitment or survey is revised or any new document evidencing a title exception is delivered. Buyer may object to any new matter revealed in such revision or new document. Buyer's objection must be made within the same number of days stated in this paragraph, beginning when the revision or new document is delivered to Buyer. If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or(ii) the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money. less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 3 of 14 Prodcced vnih Z pFOro®by Z•0LOgix 18070 F,Reen M.le Road Fraser Michigar 18025 www noLodx.cm Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: AS-IS,WHERE IS B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (1) Independent Consideration. (Check only one box and insert amounts.) X (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. If,no _dollar amount_is.stated_in_this_Paragraph_7B(1)_or_if_Buyer_fails_to_deposit_the_earnest_money,_Buyer will-not-have-the-right-to-terminate-under-this-Paragraph-7B. (b) Not later than 3 days after the effective date. Buyer must pay Seller$ as independent consideration for Buyer's right to terminate by tendering such amount to seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate_under_this Paragraph 7B. (2) Feasibility Period Extension: Prior to the expiration of the initial feasibility period, Buyer may extend the feasibility period for a single period of an additional days by depositing additional earnest money in the amount of$ with the title company. If no dollar amount is stated in this Paragraph or if Buyer fails to timely deposit the additional earnest money, the extension of the feasibility period will not be effective. C. Inspections. Studies, or Assessments: (1) During the feasibility period, Buyer. at Buyer's expense, may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller: (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents. Buyer is responsible for any claim. liability, encumbrance, cause of action, and expense resulting from (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 4 of 14 Produced with zioForrr,by z plogx 18070 Fifteen Mile Road Fraser Michigan 48025 www.Z OLoaix c^"± Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract."In no event shall Buyer have any indemnity obligations under Paragraph 7.C(3) with respect to any matters to the extent arising from Buyer's discovery of a pre-existing D. Property Information: condition on the property" (1) Delivery of Property Information: Within 7 days after the effective date, Seller will deliver to Buyer: (Check all that apply.) (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases, including any mineral leases, pertaining to the Property, including any modifications. supplements, or amendments to the leases; (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller _ will not pay in full on or before closing; (e) copies of all current service, utility, maintenance, and management agreements relating to the ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; (g) copies of all current warranties and guaranties relating to all or part of the Property; I (h) copies of fire, hazard, liability. and other insurance policies that currently relate to the Property; L (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property; (j) a copy of the "as-built" plans and specifications and plat of the Property;in sellers possession (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; _J (1) a copy of Seller's income and expense statement for the Property from to X (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; in sellers possession 1 (n) real and personal property tax statements for the Property for the previous 2 calendar years; (o) Tenant reconciliation statements including. operating expenses, insurance and taxes for the Property from to ; and X (p) any Architectural or Engineering reports along with Sellers most recent survey • (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) X (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied in any format; and (c) deliver to Seller copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend. or terminate any other contract that affects the operations of the Property without Buyer's written approval. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 5 of 14 Produced with zipFonnr,by t.pLogw 18070 Fifteen Mile Road.Fraser Michigan e8026 www r[Loaix[Gm Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ' EASES: A. L. written lease Seller is to assign to Buyer under this contract must be in full force and effect acco,. to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make a -mendment or modification to any existing lease without Buyer's written consent. Seller must disclose. -iting, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently oc,. ' Afore closing: (1) any failure by Seller . -mply with Seller's obligations under the leases; (2) any circumstances uncle, • lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leasea -'ses by a tenant; (4) any advance sums paid by a tenant url` -1v lease; (5) any concessions, bonuses, free rents, reba, "rokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have bet.. signed or encumbered, except as security for loan(s) assumed or taken subject to under this contras,,. B. Estoppel Certificates: Within days after the effective date, bt.. gill deliver to Buyer estoppel certificates signed not earlier than by ed. ,rant that leases space in the Property. The estoppel certificates must include the certifications containo the current version of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional iml. `;nn requested by a third party lender providing financing under Paragraph 4 if the third party lender , ,sts such additional information at least 10 days prior to the earliest date that Seller may deliver tl,. .-ned estoppel certificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Wheeler-Commercial Cooperating Broker: Newmark Knight Frank Agent: Lee Wheeler,III CCIM Agent: Rob Stillwell/Greg Marconi Address: 400 Neches Address 1700 Post Oak Blvd.,2 BLVD Place,Suite 250 Beaumont,TX 77701 Houston,TX 77056 Phone&Fax: 409.899.3000 Phone & Fax: 713.599.5182/713.599.5190 E-mail: Iwheeler@wheeler-commercial.com E-mail: rstillwell@ngkf.com/gmarconi@ngkl.com License No.: 467055 License No.: 398639/613453 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. ix represents Seller only. represents Buyer only. is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. Xl (2) At the closing of this sale. Seller will pay: (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 6 of 14 Prod.,ced wdh z,pForrr'by z:pLog.x +8070 F'ttoen Male Road.F•aser Michigan 48025 yrvw nploox corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: % of the sales price. .� % of the sales price. 2(3%of the 1st Million and 2%of balance of sales price x. 3%of the 1st Million and 2%of balance of sales price The cash fees will be paid in Jefferson County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date of the closing of the sale (closing date)will be on or before the later of: (1) X 45 days after the expiration of the feasibility period. (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a 2 general[X special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes; (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller. at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens, to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) service, utility, maintenance, management, and other contracts; and (c) warranties and guaranties: (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person. a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply with applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract, the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer • Page 7 of 14 Produced vo/1 zipForre by zvLog'c 18070 F,Reen Mie Road.Fraser Michigan 48025 www zioLoo'x corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit; (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12.SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) Notwithstanding anything to the contrary contained in this contract,(1)all tasks relating to this contract typically associated with an escrow agent(including,without limitation,receipt of the contract,holding of any earnest money,facilitation of closing,and receipt of escrow fees)shall be handled by CHICAGO TITLE 609 Main Street,Suite 2350 Houston,TX 77002 Attn:Christine Belcher Karnauch;and(2)all non-escrow related tasks relating to this contract typically associated with a title company(including, without limitation,issuance of the title commitment and the title policy)shall be handled by TEXAS REGIONAL TITLE 7675 Folsom Drive,Building 100,Beaumont,TX 77706.Attn:Molly Mallet. 13.SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (1) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees: (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates: (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees: (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 8 of 14 Produced witi zipForra by zipLogix 16070 Fifteen Mile Road.Fraser.Michigan 48026 wew zioloauc.cam Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing, the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing. Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses. advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4)which Seller may pursue, or (Check if applicable) ..�....... .... ..�.. .....i.........r.n.. ..I. .. ...L. ..sL.n..ni;,,c., . L... .. ..�.J...1 h,, I..... B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment, Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money. less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance, or seek such other relief as may be provided by law, or both. 16. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 9 of 14 Produced w,71 zipForm®by zaLogm 18070 FReer Vie Road Fraser Michigan 48025 yrww=Low corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77 642 B. If before closing, condemnation proceedings are commenced against any part of the Property, Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer. Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money, the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18. each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money: (iii) reasonable attorney's fees; and (iv) all costs of suit. Q4IIPr P Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accoruo,,.._ '" Rection 1031 of the Internal Revenue Code. as amended. All expenses in connection with the contet t .._. --,-hange will be paid by the exchanging party. The other party will not incur any expense or liability with respe, ._ ' - ^wthange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchange `^ comply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Coae. r,._ ' provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TXR-1408). B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property: (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 10 of 14 Produced with z,pForm®by zipLog'z 18070 FAeen Mie Road =raser MIcliga 48026 www z,oLoaa.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants). or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property; (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements: (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property; (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) (1) Property Description Exhibit identified in Paragraph 2; (2) Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946); (3) Commercial Contract Financing Addendum (TXR-1931); X (4) Commercial Property Condition Statement (TXR-1408); (5) Commercial Contract Addendum for Special Provisions (TXR-1940); (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906); (7) Notice to Purchaser of Real Property in a Water District(MUD); (8) Addendum for Coastal Area Property (TXR-1915); (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916); X (10)Information About Brokerage Services (TXR-2501); and (11)Information About Mineral Clauses in Contract Forms(TXR-2509);and X (12)Notice to Purchaser regarding Jefferson County Drainage District 7;and As-Is Addendum (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 11 of 14 Produced with zipFOr^8'by z:oLog x 18070 Fifteen Mae Road =raser Michigan 48026 W+.w z oLOgn Corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur.TX 77642 (Note: Counsel for Texas REALTORS®(TXR) has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by Texas REALTORS®are appropriate for use with this form.) E. Buyer X may net assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract (the Addendum for Coastal Area Property(TXR-1915)may be used). E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916) may be used). F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) 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 ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract (the Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906) maybe used). (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 12 of 14 Produced with ztoFortn®by zipLcs. 18070 e,fteer Mde Road.Fraser.Michigan 48026 www=Loco(corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations. or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water. including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or(2) drought or flood conditions." K. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: Buyer is a licensed Texas Real Estate Broker 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m., in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: T-Major,LLC a Texas limited liability company Buyer: Texas 4L Properties.LP,a Texas limited partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: (TXR-1801)4-1-18 Page 13 of 14 Produced w,tr zioForm®by vptogu 18070 Fifteen M,le Road,Fraser.Mich,gan 48025 ytww notornx.com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $ , or % of the sales price, or % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyer's attorney: Address: Address: Phone&Fax: Phone&Fax: E-mail: E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices, and other information: the title company sends to Seller. ri the title company sends to Buyer. Buyer sends to Seller. C Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: A. the contract on this day (effective date): B. earnest money in the amount of$ in the form of on Title company: Address: By: Phone& Fax: Assigned file number(GF#): E-mail: (TXR-1801)4-1-18 Page 14 of 14 Produced with zipForm®by ziplogix 18070 Fifteen Mile Road.Fraser.Mich'gan 48026 wxw zioLogi scorn EXHIBIT "A" BEING that certain 3.513 aerc tract out of Lot 5, Block 9, Range "II" of Port Arthur Land Company Subdivision, a plat recorded iii Volume 1, Page 22 of the Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2004012950 of the Official Public Records of Real Property of Jeffe rson County, Texas, said 3 .513 acres being more particularly described by metes and bounds as follows: Basis of bearings is the Northeasterly right-of-way line of 9t11 Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 60th Street(60' R.O.\V.) with the Northeasterly line of 9th Avenue(120' R.O.W.) for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East)to a %" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3.513 acre tract and the Point of Beginning; THENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8" iron rod found for the North corner of the said 3.513 acre tract; THENCE South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet (Called South 48 degrees 47 minutes 00 seconds East 255.00 feet)to a 5/8" iron rod found the East corner of the said 3.513 acre tract; THENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a l Y2' iron pipe found in the said Northeasterly right-of-way lint of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet (Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of lard,more or less. TEXAS ASSOCIATION OF REALTORS' COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORSZ IS NOT AUTHORIZED CTexas Association of REALTORS®.Inc.2014 CONCERNING THE PROPERTY AT: 5860 9th Street Port Arthur, TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER. SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART 1 —Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? ❑ ❑ (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? . . ❑ ❑ (h) lead-based paint? ❑ ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ ❑ (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ ❑ (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(I)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ ❑ (4) any improper drainage onto or away from the Property? ❑ ❑ (5) any fault line or near the Property that materially and adversely affects the Property? ❑ ❑ (6) air space restrictions or easements on or affecting the Property?...... ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? ❑ ❑ (TAR-1408)4-1-141nitialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10) your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property (including access or visibility)? ❑ ❑ (11) lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12) your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies? ❑ ❑ (13) common areas or facilities affiliated with the Property co-owned with others? ... ❑ ❑ (14) an owners' or tenants' association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment: $ per Are fees current through the date of this notice? ❑ yes ❑ no ❑ unknown (15) subsurface structures, hydraulic lifts, or pits on the Property?........ ❑ ❑ (16) intermittent or weather springs that affect the Property? ❑ ❑ (17) any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18) conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19) any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ❑ ❑ (c) water rights? ... •. ❑ ❑ (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: Page 2 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 PART 2—Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of following on the Property? Not Not (1) Structural Items: Aware Aware Appl. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? ❑ ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines? ❑ ❑ ❑ (c) faucets, fixtures. or commodes? ❑ ❑ ❑ (d) private sewage systems? ❑ ❑ ❑ (e) pools or spas and equipments? ❑ ❑ ❑ (f) sprinkler systems? ❑ ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ ❑ (i) pumps or sump pumps?... ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems? ❑ ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ ❑ ❑ (5) Other Systems or Items: (a) security or fire detection systems? U ❑ ❑ (b) porches or decks? ❑ ❑ ❑ (c) gas lines? U ❑ ❑ (d) garage doors and door operators? ❑ ❑ (e) loading doors or docks? ❑ ❑ ❑ (f) rails or overhead cranes? ❑ ❑ U (g) elevators or escalators? ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? ❑ ❑ ❑ (i) appliances or built-in kitchen equipment? ❑ ❑ ❑ If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant: . Page 3 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 B. Are you (Seller or Landlord) aware of: Not Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? ❑ ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? ❑ ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11) any part, system, or component in or on the Property not in compliance with the the Americans with Disabilities Act or the Texas Architectural Barrier Statute? ❑ ❑ If you are aware of any of conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. T-Major, LLC a Texas limited Texas 4L Properties LP. a Texas limited Seller or Landlord: liability company Buyer or Tenant: Partnership By: By: By(signature): By(signature): Printed Name: Printed Name. Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord, as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 "AS IS" ADDENDUM THIS CONTRACT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS,DISCLOSURES,OR EXPRESS OR IMPLIED WARRANTIES,EXCEPT FOR (I) THOSE CONTAINED IN PARAGRAPH 19.A OF THE CONTRACT AND THE PROPERTY CONDITION STATEMENT ATTACHED THERETO AND(ii)THE SPECIAL WARRANTY OF TITLE IN THE DEED (COLLECTIVELY, THE "LIMITED MATTERS"). THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.ALL WARRANTIES,EXCEPT WITH RESPECT TO THE LIMITED MATTERS, ARE DISCLAIMED. The foregoing terms shall survive the closing. ,074-1 I 2 NOTICE TO PURCHASER The real property, described below, which you are about to purchase is located in the Jefferson County Drainage District No. 7. The District has taxing authority separate from any other taxing authority,and may,subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date,the most recent rate of taxes levied by the District on real property located in the District is$0.165305 on each$100.00 of assessed evaluation. The total amount of bonds which has been approved by the voters and which have been or may,at this date,be issued is $0.00,and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is$0.00. The District has$19,480,000 in aggregate principal amount of maintenance notes which are payable from any lawfully available funds of the District, including the proceeds of maintenance taxes. The District is located, in part, in the cities of Port Arthur,Nederland. Groves. and Port Neches. Texas, and their extraterritorial jurisdictions. The purpose of this District is to provide drainage and flood control facilities and services within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property,and these utility facilities are owned or to be owned by the District. The legal description of the property you are acquiring is as follows: See Exhibit"A" attached hereto and incorporated herein for all purposes. PURCHASERS ARE ADVISED THAT THE INFORMATION ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR,EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASERS ARE ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. Date: "Sellers" The undersigned purchasers hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. Date: "Purchasers" �� Information About Brokerage Services 11-2-2015 TRECTexas law requires all real estate license holders to give the following information about v tCUAOPP 4MAT brokerage services to prospective buyers, tenants,sellers and landlords. 1104 NAL o«rT coPMnswn TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others,including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement.A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent,including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with,provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose,unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION:This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 Ihogan@ngkf.com 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 3986391613453 rstillwell@ngkf.com/gmarconi@ngkf.com 7135995487)711.5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0 11/2/2015 A Information About Brokerage Services Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKERS MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others. including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker: • Answer the client's questions and present any offer to or counter-offer from the client; and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner. usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent. including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer. usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with,provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not,unless specifically authorized in writing to do so by the party.disclose: • that the owner will accept a price less than the written asking price: o that the buyer/tenant will pay a price greater than the price submitted in a written offer;and any confidential information or any other information that a party specifically instructs the broker in writing not to disclose,unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you, and your obligations under the representation agreement. • Who will pay the broker for services provided to you.when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services.Please acknowledge receipt of this notice below and retain a copy for your records. Wheeler Commercial 579943 Iwheeler(rDwheeler-commercial.com (409)899-3300 Licensed Broker Broker Firm Name or License No. Email Phone Primary Assumed Business Name Lee Y.Wheeler,III 467055 IwheelerAwheeler-commercial.com (409)899-3300 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 TABS 1-0 Date Lee Kheeler.100 Neches Beaumont TX"'01 Phone 409-399.3300 Fax 109499.3301 Calder I.illian Leeµheeler Produced wig zipForm0 by zioLcvx 18070 Fifteen Wile Road Fraser.MiC:gan 48026 bnww.zi0L0dx.00n' Exhibit «B „ a TEXAS REALTORS' COMMERCIAL CONTRACT - IMPROVED PROPERTY USE OF THIS FORM BY PERSONS'M1O ARE NOT MEMBERS OF THE TEXAS^ORMSCURCE IS NOT AUTHORIZED. eTexas Association of REALTORS®,Inc.2018 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales price stated in Paragraph 3. The parties to this contract are: Seller: T-Major,LLC a Texas limited liability company Address: Phone: E-mail: Fax: Other: Buyer: Texas 4L Properties LP,a Texas limited partnership Address: Phone: E-mail: Fax: Other: 2. PROPERTY: A. "Property" means that real property situated in Jefferson County, Texas at 5860 9th Avenue, Port Arthur,TX 77642 (address) and that is legally described on the attached Exhibit A or as follows: B. Seller will sell and convey the Property together with: (1) all buildings. improvements, and fixtures; (2) all rights, privileges, and appurtenances pertaining to the Property, including Seller's right, title, and interest in any minerals. utilities, adjacent streets, alleys, strips, gores, and rights-of-way; (3) Seller's interest in all leases, rents, and security deposits for all or part of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third party warranties or guaranties, if transferable, relating to the Property or any fixtures; (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) all Seller's tangible personal property located on the Property that is used in connection with the Property's operations except: Any personal property not included in the sale must be removed by Seller prior to closing. (Describe any exceptions, reservations, or restrictions in Paragraph 12 or an addendum.) (If mineral rights are to be reserved an appropriate addendum should be attached.) (If the Property is a condominium, attach Commercial Contract Condominium Addendum (TXR-1930) or (TXR-1946).) 3. SALES PRICE: At or before closing. Buyer will pay the following sales price for the Property: A. Cash portion payable by Buyer at closing $ 1,650,000.00 B. Sum of all financing described in Paragraph 4 $ C. Sales price (sum of 3A and 3B) $ 1,650,000.00 (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 1 of 14 This form is for the exclusive use of the subscriber named below. Any use by others is strictly prohibited. Use of this form does not indicate membership in Texas REALTORS®. Produced voth npForrnn by z,pLog+x 18070 Fifteen Mile Rost Fraser.Michgan 48025 www 2iol oc'x corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 cINANCING: Buyer will finance the portion of the sales price under Paragraph 3B as follows: A. Tnit., " Financing: One or more third party loans in the total amount of$ . This contract: (1) is 221 contingent Qi Iver obtaining third party financing. (2) is contingent upon Buy,. 4' ining third party financing in accordance with the attached Commercial Contract Financing ham. ' 'm (TXR-1931). B. Assumption: In accordance with the attached Coin,. :-,l Contract Financing Addendum (TXR-1931), Buyer will assume the existing promissory note secured by . ''rnDerty, which balance at closing will be $ 7 C. Seller Financing: The delivery of a promissory note and deed of trust from Buy... q.11er under the terms of the attached Commercial Contract Financing Addendum (TXR-1931) in tli.. -"lint of 5. EARNEST MONEY* Business A. Not later than 5 days after the effective date, Buyer must deposit $ 20,000.00 as earnest money with See Special Provisions(Paragraph 12) (title company) at (address) (closer). If Buyer fails to timely deposit the earnest money, Seller may terminate this contract or exercise any of Seller's other remedies under Paragraph 15 by providing written notice to Buyer before Buyer deposits the earnest money. B. Buyer will deposit an additional amount of$ with the title company to be made part of the earnest money on or before: — (i) days after Buyer's right to terminate under Paragraph 7B expires; or (ii) Buyer will be in default if Buyer fails to deposit the additional amount required by this Paragraph 5B within 3 days after Seller notifies Buyer that Buyer has not timely deposited the additional amount. C. Buyer may instruct the title company to deposit the earnest money in an interest-bearing account at a federally insured financial institution and to credit any interest to Buyer. 6. TITLE POLICY, SURVEY, AND UCC SEARCH: A. Title Policy: (1) Seller, at Seller's expense, will furnish Buyer an Owner's Policy of Title Insurance (the title policy) issued by any underwriter of the title company in the amount of the sales price, dated at or after closing, insuring Buyer against loss under the title policy, subject only to: (a) those title exceptions permitted by this contract or as may be approved by Buyer in writing; and (b) the standard printed exceptions contained in the promulgated form of title policy unless this contract provides otherwise. (2) The standard printed exception as to discrepancies. conflicts, or shortages in area and boundary lines, or any encroachments or protrusions, or any overlapping improvements: (a) will not be amended or deleted from the title policy. (b) will be amended to read "shortages in areas" at the expense of x Buyer Seller. (3) Within 30 days after the effective date, Seller will furnish Buyer a commitment for title insurance (the commitment) including legible copies of recorded documents evidencing title exceptions. Seller authorizes the title company to deliver the commitment and related documents to Buyer at Buyer's address. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 2 of 14 Produced with 21pFOrm61 by z pLogis 18070 Fifteen Mile Road,Fraser.Michigan 48026 www zloLogix corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. Survey.: Within 45 days after the effective date: X (1) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. Seller will reimburse Buyer S0.00 (insert amount) of the cost of the survey at closing, if closing occurs. (2) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the effective date. The survey must be made in accordance with the: (i) ALTA/NSPS Land Title Survey standards, or (ii) Texas Society of Professional Surveyors' standards for a Category 1A survey under the appropriate condition. r (3) Seller will deliver to Buyer and the title company a true and correct copy of Seller's most recent survey of the Property along with an affidavit required by the title company for approval of the existing survey. If the existing survey is not acceptable to the title company, ❑ Seller E Buyer (updating party). will, at the updating party's expense. obtain a new or updated survey acceptable to the title company and deliver the acceptable survey to the other party and the title company within 30 days after the title company notifies the parties that the existing survey is not acceptable to the title company. The closing date will be extended daily up to 30 days if necessary for the updating party to deliver an acceptable survey within the time required. The other party will reimburse the updating party (insert amount or percentage) of the cost of the new or updated survey at closing, if closing occurs. 11CC Search: (1) Wm,' after the effective date, Seller, at Seller's expense, will furnish Buyer a Uniform Commercial Code tv.,_, ' ' reoared by a reporting service and dated after the effective date. The search must identify documet ^n file with the Texas Secretary of State and the county where the Property is located that relate to a„ r ^rnoerty on the Property and show. as debtor, Seller and all other owners of the personal property in (2) Buyer does not require Seller to furnish a UCC search. CI. Buyer's Objections_to_the_Commitment, Survey,_and_UCC_Search: (1) Within 15 days after Buyer receives the last of the commitment, copies of the documents evidencing the title exceptions, any required survey, and any required UCC search, Buyer may object to matters disclosed in the items if: (a) the matters disclosed are a restriction upon the Property or constitute a defect or encumbrance to title to the real or personal property described in Paragraph 2 other than those permitted by this contract or liens that Seller will satisfy at closing or Buyer will assume at closing; or (b) the items show that any part of the Property lies in a special flood hazard area (an "A" or "V" zone as defined by FEMA). If the commitment or survey is revised or any new document evidencing a title exception is delivered, Buyer may object to any new matter revealed in such revision or new document. Buyer's objection must be made within the same number of days stated in this paragraph, beginning when the revision or new document is delivered to Buyer. If Paragraph 6B(1) applies, Buyer is deemed to receive the survey on the earlier of: (i) the date Buyer actually receives the survey; or(ii) the deadline specified in Paragraph 6B. (2) Seller may, but is not obligated to, cure Buyer's timely objections within 15 days after Seller receives the objections. The closing date will be extended as necessary to provide such time to cure the objections. If Seller fails to cure the objections by the time required, Buyer may terminate this contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 3 of 14 Produced with zrpForn®by zipLogix 18070 Fifteen Mile Road Fraser M'cnigan 48025 wwwaroLoo'x_conl Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) Buyer's failure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object except that Buyer will not waive the requirements in Schedule C of the commitment. 7. PROPERTY CONDITION: A. Present Condition: Buyer accepts the Property in its present condition except that Seller, at Seller's expense, will complete the following before closing: AS-IS,WHERE IS B. Feasibility Period: Buyer may terminate this contract for any reason within 120 days after the effective date (feasibility period) by providing Seller written notice of termination. (1) Independent Consideration. (Check only one box and insert amounts.) X (a) If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer less $ 1,000.00 that Seller will retain as independent consideration for Buyer's unrestricted right to terminate. Buyer has tendered the independent consideration to Seller upon payment of the amount specified in Paragraph 5A to the title company. The independent consideration is to be credited to the sales price only upon closing of the sale. Ifso_.dollar amount_is_stated_in_this_Paragraph_7B(1)_or_if_Buyer_fails_to_deposit_the_earnest_money,_Buy_er will-not-have-the-right-to-terminate-under-this-Paragraph-7B. (b) Not later than 3 days after the effective date, Buyer must pay Seller$ as independent consideration for Buyer's right to terminate by tendering such amount to Seller or Seller's agent. If Buyer terminates under this Paragraph 7B, the earnest money will be refunded to Buyer and Seller will retain the independent consideration. The independent consideration will be credited to the sales price only upon closing of the sale. If no dollar amount is stated in this Paragraph 7B(2) or if Buyer fails to pay the independent consideration, Buyer will not have the right to terminate_under this Paragraph 7B. (2) Feasibility Period Extension: Prior to the expiration of the initial feasibility period, Buyer may extend the feasibility period for a single period of an additional days by depositing additional earnest money in the amount of$ with the title company. If no dollar amount is stated in this Paragraph or if Buyer fails to timely deposit the additional earnest money, the extension of the feasibility period will not be effective. C. Inspections, Studies. or Assessments: (1) During the feasibility period, Buyer, at Buyer's expense. may complete or cause to be completed any and all inspections, studies, or assessments of the Property (including all improvements and fixtures) desired by Buyer. (2) Seller, at Seller's expense, will turn on all utilities necessary for Buyer to make inspections, studies, or assessments. (3) Buyer must: (a) employ only trained and qualified inspectors and assessors; (b) notify Seller, in advance, of when the inspectors or assessors will be on the Property; (c) abide by any reasonable entry rules or requirements of Seller; (d) not interfere with existing operations or occupants of the Property; and (e) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (4) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 4 of 14 Produced wdh zip=onr a by zipLog'x 18070'teen Mile Road Fraser Michigan 48026 www znoLoo,xco,r Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Buyer's inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this paragraph. This paragraph survives termination of this contract."In no event shall Buyer have any indemnity obligations under Paragraph 7.C(3)with respect to any matters to the extent arising from Buyer's discovery of a pre-existing D. Property Information: condition on the property" (1) Delivery of Property Information: Within 7 days after the effective date. Seller will deliver to Buyer: (Check all that apply.) T (a) a current rent roll of all leases affecting the Property certified by Seller as true and correct; (b) copies of all current leases, including any mineral leases, pertaining to the Property, including _ any modifications, supplements, or amendments to the leases; (c) a current inventory of all personal property to be conveyed under this contract and copies of any leases for such personal property; (d) copies of all notes and deeds of trust against the Property that Buyer will assume or that Seller will not pay in full on or before closing; (e) copies of all current service, utility, maintenance, and management agreements relating to the ownership and operation of the Property; (f) copies of current utility capacity letters from the Property's water and sewer service provider; (g) copies of all current warranties and guaranties relating to all or part of the Property: (h) copies of fire, hazard, liability, and other insurance policies that currently relate to the Property; (i) copies of all leasing or commission agreements that currently relate to the tenants of all or part of the Property: X (j) a copy of the "as-built" plans and specifications and plat of the Property;in sellers possession L (k) copies of all invoices for utilities and repairs incurred by Seller for the Property in the 24 months immediately preceding the effective date; 7 (1) a copy of Seller's income and expense statement for the Property from to (m)copies of all previous environmental assessments, geotechnical reports, studies, or analyses made on or relating to the Property; in sellers possession (n) real and personal property tax statements for the Property for the previous 2 calendar years; (o) Tenant reconciliation statements including, operating expenses, insurance and taxes for the Property from to ; and A (p) any Architectural or Engineering reports along with Sellers most recent survey • (2) Return of Property Information: If this contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (Check all that apply.) X (a) return to Seller all those items described in Paragraph 7D(1) that Seller delivered to Buyer in other than an electronic format and all copies that Buyer made of those items; (b) delete or destroy all electronic versions of those items described in Paragraph 7D(1) that Seller delivered to Buyer or Buyer copied in any format; and (c) deliver to Seller copies of all inspection and assessment reports related to the Property that Buyer completed or caused to be completed. This Paragraph 7D(2) survives termination of this contract. E. Contracts Affecting Operations: Until closing, Seller: (1) will operate the Property in the same manner as on the effective date under reasonably prudent business standards; and (2) will not transfer or dispose of any part of the Property, any interest or right in the Property, or any of the personal property or other items described in Paragraph 2B or sold under this contract. After the feasibility period ends, Seller may not enter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's written approval. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 5 of 14 Produced with zipForrn4 by zaaLogoc 18070 Fifteen M9e Road.Fraser M,ch,gan 48026 yAeW z,oLoaa Com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 ' EASES: A. written lease Seller is to assign to Buyer under this contract must be in full force and effect acco,. to its terms. Seller may not enter into any new lease, fail to comply with any existing lease, or make 4 -mendment or modification to any existing lease without Buyer's written consent. Seller must disclose, •-iting, if any of the following exist at the time Seller provides the leases to the Buyer or subsequently ot.. ' .,.fore closing: (1) any failure by Seller . ,mply with Seller's obligations under the leases; (2) any circumstances undo, • lease that entitle the tenant to terminate the lease or seek any offsets or damages; (3) any non-occupancy of the leases r -'ses by a tenant; (4) any advance sums paid by a tenant url,. 'iv lease; (5) any concessions, bonuses, free rents, reba, krokerage commissions, or other matters that affect any lease; and (6) any amounts payable under the leases that have bet. -igned or encumbered. except as security for loan(s) assumed or taken subject to under this contrac,. B. Estoppel Certificates: Within days after the effective date, St.. "ill deliver to Buyer estoppel certificates signed not earlier than by ea. -pant that leases space in the Property. The estoppel certificates must include the certifications containo he current version of TXR Form 1938 - Commercial Tenant Estoppel Certificate and any additional ink. 'ion requested by a third party lender providing financing under Paragraph 4 if the third party lender , ,sts such additional information at least 10 days prior to the earliest date that Seller may deliver tl,, .'ned estoppel certificates. 9. BROKERS: A. The brokers to this sale are: Principal Broker: Wheeler-Commercial Cooperating Broker: Newmark Knight Frank Agent: Lee Wheeler,III CCIM Agent: Rob Stillwell/Greg Marconi Address: 400 Neches Address: 1700 Post Oak Blvd.,2 BLVD Place,Suite 230 Beaumont,TX 77701 Houston,TX 77056 Phone&Fax: 409.899.3000 Phone & Fax: 713.599.5182/713.599.5190 E-mail: lwheeler@wheeler-commercial.com E-mail: rstillwell@ngkf.com/gmarconi@ngkf.com License No.: 467055 License No.: 398639/613453 Principal Broker: (Check only one box) Cooperating Broker represents Buyer. ji represents Seller only. represents Buyer only. E is an intermediary between Seller and Buyer. B. Fees: (Check only(1) or(2) below.) (Complete the Agreement Between Brokers on page 14 only if(1) is selected.) (1) Seller will pay Principal Broker the fee specified by separate written commission agreement between Principal Broker and Seller. Principal Broker will pay Cooperating Broker the fee specified in the Agreement Between Brokers found below the parties' signatures to this contract. X (2) At the closing of this sale, Seller will pay: (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 6 of 14 Produced well Z,pFonr a by LpLogix 18070 Fifteen Mile Road.Fraser.M chigan 48026 ewe nOLomx Com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 Principal Broker a total cash fee of: Cooperating Broker a total cash fee of: % of the sales price. % of the sales price. •X 3%of the 1st Million and 2%of balance of sales price x3%of the 1st Million and 2%of balance of sales price The cash fees will be paid in Jefferson County, Texas. Seller authorizes the title company to pay the brokers from the Seller's proceeds at closing. NOTICE: Chapter 62, Texas Property Code, authorizes a broker to secure an earned commission with a lien against the Property. C. The parties may not amend this Paragraph 9 without the written consent of the brokers affected by the amendment. 10. CLOSING: A. The date of the closing of the sale (closing date)will be on or before the later of: (1) X 45 days after the expiration of the feasibility period. (specific date). (2) 7 days after objections made under Paragraph 6D have been cured or waived. B. If either party fails to close by the closing date, the non-defaulting party may exercise the remedies in Paragraph 15. C. At closing, Seller will execute and deliver to Buyer, at Seller's expense, a general Xi special warranty deed. The deed must include a vendor's lien if any part of the sales price is financed. The deed must convey good and indefeasible title to the Property and show no exceptions other than those permitted under Paragraph 6 or other provisions of this contract. Seller must convey the Property: (1) with no liens, assessments, or Uniform Commercial Code or other security interests against the Property which will not be satisfied out of the sales price, unless securing loans Buyer assumes: (2) without any assumed loans in default; and (3) with no persons in possession of any part of the Property as lessees, tenants at sufferance, or trespassers except tenants under the written leases assigned to Buyer under this contract. D. At closing, Seller, at Seller's expense, will also deliver to Buyer: (1) tax statements showing no delinquent taxes on the Property; (2) a bill of sale with warranties to title conveying title, free and clear of all liens. to any personal property defined as part of the Property in Paragraph 2 or sold under this contract; (3) an assignment of all leases to or on the Property; (4) to the extent that the following items are assignable, an assignment to Buyer of the following items as they relate to the Property or its operations: (a) licenses and permits; (b) service, utility, maintenance, management, and other contracts; and (c) warranties and guaranties; (5) a rent roll current on the day of the closing certified by Seller as true and correct; (6) evidence that the person executing this contract is legally capable and authorized to bind Seller; (7) an affidavit acceptable to the title company stating that Seller is not a foreign person or, if Seller is a foreign person, a written authorization for the title company to: (i) withhold from Seller's proceeds an amount sufficient to comply with applicable tax law; and (ii) deliver the amount to the Internal Revenue Service together with appropriate tax forms; and (8) any notices, statements, certificates, affidavits, releases, and other documents required by this contract. the commitment, or law necessary for the closing of the sale and the issuance of the title policy, all of which must be completed and executed by Seller as necessary. E. At closing, Buyer will: (1) pay the sales price in good funds acceptable to the title company; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 7 of 14 Produced win ba=orrr0 by zipLogfx 18070 Fdleen MAe Road,Fraser,Michigan 48026 WNN 710LoQx corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) deliver evidence that the person executing this contract is legally capable and authorized to bind Buyer; (3) sign and send to each tenant in the Property a written statement that: (a) acknowledges Buyer has received and is responsible for the tenant's security deposit; and (b) specifies the exact dollar amount of the security deposit: (4) sign an assumption of all leases then in effect; and (5) execute and deliver any notices, statements, certificates, or other documents required by this contract or law necessary to close the sale. F. Unless the parties agree otherwise, the closing documents will be as found in the basic forms in the current edition of the State Bar of Texas Real Estate Forms Manual without any additional clauses. 11. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under this contract, ordinary wear and tear excepted. Any possession by Buyer before closing or by Seller after closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 12. SPECIAL PROVISIONS: The following special provisions apply and will control in the event of a conflict with other provisions of this contract. (If special provisions are contained in an Addendum, identify the Addendum here and reference the Addendum in Paragraph 22D.) Notwithstanding anything to the contrary contained in this contract,(1)all tasks relating to this contract typically associated with an escrow agent(including,without limitation,receipt of the contract,holding of any earnest money,facilitation of closing,and receipt of escrow fees)shall be handled by CHICAGO TITLE 609 Main Street,Suite 2350 Houston,TX 77002 Attn:Christine Belcher Karnauch;and(2)all non-escrow related tasks relating to this contract typically associated with a title company(including, without limitation,issuance of the title commitment and the title policy)shall be handled by TEXAS REGIONAL TITLE 7675 Folsom Drive, Building 100, Beaumont.TX 77706.Attn:Molly Mallet. 13. SALES EXPENSES: A. Seller's Expenses: Seller will pay for the following at or before closing: (I) releases of existing liens, other than those liens assumed by Buyer, including prepayment penalties and recording fees; (2) release of Seller's loan liability, if applicable; (3) tax statements or certificates; (4) preparation of the deed and any bill of sale; (5) one-half of any escrow fee; (6) costs to record any documents to cure title objections that Seller must cure; and (7) other expenses that Seller will pay under other provisions of this contract. B. Buyer's Expenses: Buyer will pay for the following at or before closing: (1) all loan expenses and fees; (2) preparation fees of any deed of trust; (3) recording fees for the deed and any deed of trust; (4) premiums for flood and hazard insurance as may be required by Buyer's lender; (5) one-half of any escrow fee; and (6) other expenses that Buyer will pay under other provisions of this contract. 14. PRORATIONS: A. Prorations: (1) Interest on any assumed loan, taxes, rents, and any expense reimbursements from tenants will be prorated through the closing date. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 8 of 14 produced with zipForm0 by=Logo( 16070 Flteen hide Road Fraser.Michigan 48026 Wnw TIC.Loatx Gore Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (2) If the amount of ad valorem taxes for the year in which the sale closes is not available on the closing date, taxes will be prorated on the basis of taxes assessed in the previous year. If the taxes for the year in which the sale closes vary from the amount prorated at closing, the parties will adjust the prorations when the tax statements for the year in which the sale closes become available. This Paragraph 14A(2) survives closing. (3) If Buyer assumes a loan or is taking the Property subject to an existing lien, Seller will transfer all reserve deposits held by the lender for the payment of taxes, insurance premiums, and other charges to Buyer at closing and Buyer will reimburse such amounts to Seller by an appropriate adjustment at closing. B. Rollback Taxes: If Seller's use or change in use of the Property before closing results in the assessment of additional taxes, penalties, or interest (assessments) for periods before closing, the assessments will be the obligation of Seller. If this sale or Buyer's use of the Property after closing results in additional assessments for periods before closing. the assessments will be the obligation of Buyer. This Paragraph 14B survives closing. C. Rent and Security Deposits: At closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to whom it was prorated within 5 days after the rent is received. This Paragraph 14C survives closing. 15. DEFAULT: A. If Buyer fails to comply with this contract, Buyer is in default and Seller, as Seller's sole remedy(ies), may terminate this contract and receive the earnest money, as liquidated damages for Buyer's failure except for any damages resulting from Buyer's inspections, studies or assessments in accordance with Paragraph 7C(4)which Seller may pursue, or (Check if applicable) B. If, without fault, Seller is unable within the time allowed to deliver the estoppel certificates, survey or the commitment. Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) extend the time for performance up to 15 days and the closing will be extended as necessary. C. Except as provided in Paragraph 15B, if Seller fails to comply with this contract, Seller is in default and Buyer may: (1) terminate this contract and receive the earnest money, less any independent consideration under Paragraph 7B(1), as liquidated damages and as Buyer's sole remedy; or (2) enforce specific performance. or seek such other relief as may be provided by law, or both. 16. CASUALTY LOSS AND CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the effective date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the closing date. If, without fault, Seller is unable to do so. Buyer may: (1) terminate this contract and the earnest money, less any independent consideration under Paragraph 78(1), will be refunded to Buyer; (2) extend the time for performance up to 15 days and closing will be extended as necessary; or (3) accept at closing: (i) the Property in its damaged condition; (ii) an assignment of any insurance proceeds Seller is entitled to receive along with the insurer's consent to the assignment; and (iii) a credit to the sales price in the amount of any unpaid deductible under the policy for the loss. (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 9 of 14 Produced win LOForrr' by z,pLog,x 18070 Fifteen Mde Road =raser Mtchiger 48026 www zioLoax Aril Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 B. If before closing, condemnation proceedings are commenced against any part of the Property. Buyer may: (1) terminate this contract by providing written notice to Seller within 15 days after Buyer is advised of the condemnation proceedings and the earnest money, less any independent consideration under Paragraph 7B(1), will be refunded to Buyer; or (2) appear and defend the condemnation proceedings and any award will, at Buyer's election, belong to: (a) Seller and the sales price will be reduced by the same amount; or (b) Buyer and the sales price will not be reduced. 17.ATTORNEY'S FEES: If Buyer. Seller, any broker, or the title company is a prevailing party in any legal proceeding brought under or with relation to this contract or this transaction, such party is entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorney's fees. This Paragraph 17 survives termination of this contract. 18. ESCROW: A. At closing, the earnest money will be applied first to any cash down payment, then to Buyer's closing costs, and any excess will be refunded to Buyer. If no closing occurs, the title company may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of the title company from all parties. B. If one party makes written demand for the earnest money. the title company will give notice of the demand by providing to the other party a copy of the demand. If the title company does not receive written objection to the demand from the other party within 15 days after the date the title company sent the demand to the other party, the title company may disburse the earnest money to the party making demand, reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and the title company may pay the same to the creditors. C. The title company will deduct any independent consideration under Paragraph 7B(1) before disbursing any earnest money to Buyer and will pay the independent consideration to Seller. D. If the title company complies with this Paragraph 18, each party hereby releases the title company from all claims related to the disbursal of the earnest money. E. Notices under this Paragraph 18 must be sent by certified mail, return receipt requested. Notices to the title company are effective upon receipt by the title company. F. Any party who wrongfully fails or refuses to sign a release acceptable to the title company within 7 days after receipt of the request will be liable to the other party for: (i) damages; (ii) the earnest money: (iii) reasonable attorney's fees; and (iv) all costs of suit. GaIlar Buyer intend(s) to complete this transaction as a part of an exchange of like-kind properties in accorua...,- `~ .ection 1031 of the Internal Revenue Code, as amended. All expenses in connection with the contest.,.._. ^hange will be paid by the exchanging party. The other party will not incur any expense or liability with resp .„ - ^w'.hange. The parties agree to cooperate fully and in good faith to arrange and consummate the exchanyt ._ `^ r.omply to the maximum extent feasible with the provisions of Section 1031 of the Internal Revenue Coae. ..- '- provisions of this contract will not be affected in the event the contemplated exchange fails to occur. 19. MATERIAL FACTS: To the best of Seller's knowledge and belief: (Check only one box.) X A. Seller is not aware of any material defects to the Property except as stated in the attached Commercial Property Condition Statement (TXR-1408). B. Except as otherwise provided in this contract, Seller is not aware of: (1) any subsurface: structures, pits, waste, springs, or improvements; (2) any pending or threatened litigation, condemnation, or assessment affecting the Property; (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 10 of 14 Produced with zipForrniZ by npLogix 18070 Fifteen Mile Road.Fraser.Michigan 48028 www.noLoo'x cam Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (3) any environmental hazards or conditions that materially affect the Property; (4) whether the Property is or has been used for the storage or disposal of hazardous materials or toxic waste, a dump site or landfill, or any underground tanks or containers; (5) whether radon, asbestos containing materials, urea-formaldehyde foam insulation, lead-based paint, toxic mold (to the extent that it adversely affects the health of ordinary occupants), or other pollutants or contaminants of any nature now exist or ever existed on the Property; (6) any wetlands, as defined by federal or state law or regulation, on the Property: (7) any threatened or endangered species or their habitat on the Property; (8) any present or past infestation of wood-destroying insects in the Property's improvements; (9) any contemplated material changes to the Property or surrounding area that would materially and detrimentally affect the ordinary use of the Property: (10)any material physical defects in the improvements on the Property; or (11)any condition on the Property that violates any law or ordinance. (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.) 20. NOTICES: All notices between the parties under this contract must be in writing and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties addresses or facsimile numbers stated in Paragraph 1. The parties will send copies of any notices to the broker representing the party to whom the notices are sent. A. Seller also consents to receive any notices by e-mail at Seller's e-mail address stated in Paragraph 1. I B. Buyer also consents to receive any notices by e-mail at Buyer's e-mail address stated in Paragraph 1. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by negotiation, the parties will submit the dispute to mediation before resorting to arbitration or litigation and will equally share the costs of a mutually acceptable mediator. This paragraph survives termination of this contract. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction. 22.AGREEMENT OF THE PARTIES: A. This contract is binding on the parties, their heirs, executors, representatives, successors, and permitted assigns. This contract is to be construed in accordance with the laws of the State of Texas. If any term or condition of this contract shall be held to be invalid or unenforceable, the remainder of this contract shall not be affected thereby. B. This contract contains the entire agreement of the parties and may not be changed except in writing. C. If this contract is executed in a number of identical counterparts, each counterpart is an original and all counterparts, collectively, constitute one agreement. D. Addenda which are part of this contract are: (Check all that apply.) X (1) Property Description Exhibit identified in Paragraph 2; (2) Commercial Contract Condominium Addendum (TXR-1930) or(TXR-1946): -i (3) Commercial Contract Financing Addendum (TXR-1931); X (4) Commercial Property Condition Statement (TXR-1408); i- (5) Commercial Contract Addendum for Special Provisions (TXR-1940); (6) Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906); - (7) Notice to Purchaser of Real Property in a Water District (MUD); (8) Addendum for Coastal Area Property (TXR-1915); (9) Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916); (10)Information About Brokerage Services (TXR-2501); and (11)Information About Mineral Clauses in Contract Forms(TXR-2509);and X (12)Notice to Purchaser regarding Jefferson County Drainage District 7;and As-Is Addendum (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 11 of 14 Produced w,dr zipFormS by zpLog,u 18070 Fifleer Mile Road Fraser Micnigen 48026 yrN s.ziDLog,a.corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 (Note: Counsel for Texas REALTORS®(TXR)has determined that any of the foregoing addenda which are promulgated by the Texas Real Estate Commission(TREC)or published by Texas REALTORS®are appropriate for use with this form.) E. Buyer X may 7 --= -:t assign this contract. If Buyer assigns this contract, Buyer will be relieved of any future liability under this contract only if the assignee assumes, in writing, all of Buyer's obligations under this contract. 23.TIME: Time is of the essence in this contract. The parties require strict compliance with the times for performance. If the last day to perform under a provision of this contract falls on a Saturday, Sunday, or legal holiday, the time for performance is extended until the end of the next day which is not a Saturday, Sunday, or legal holiday. 24. EFFECTIVE DATE: The effective date of this contract for the purpose of performance of all obligations is the date the title company receipts this contract after all parties execute this contract. 25.ADDITIONAL NOTICES: A. Buyer should have an abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain a title policy. B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fees of the district before final execution of this contract. C. Notice Required by §13.257, Water Code: "The real property, described below, that you are about to purchase may be located in a certificated water or sewer service area, which is authorized by law to provide water or sewer service to the properties in the certificated area. If your property is located in a certificated area there may be special costs or charges that you will be required to pay before you can receive water or sewer service. There may be a period required to construct lines or other facilities necessary to provide water or sewer service to your property. You are advised to determine if the property is in a certificated area and contact the utility service provider to determine the cost that you will be required to pay and the period, if any, that is required to provide water or sewer service to your property. The undersigned purchaser hereby acknowledges receipt of the foregoing notice at or before the execution of a binding contract for the purchase of the real property described in the notice or at closing of purchase of the real property." The real property is described in Paragraph 2 of this contract. D. If the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the state, §33.135, Texas Natural Resources Code, requires a notice regarding coastal area property to be included as part of this contract(the Addendum for Coastal Area Properly(TXR-1915)maybe used). E. If the Property is located seaward of the Gulf Intracoastal Waterway, §61.025, Texas Natural Resources Code, requires a notice regarding the seaward location of the Property to be included as part of this contract (the Addendum for Property Located Seaward of the Gulf Intracoastal Waterway (TXR-1916) maybe used). F. If the Property is located outside the limits of a municipality, the Property may now or later be included in the extra-territorial jurisdiction (ETJ) 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 ETJ. To determine if the Property is located within a municipality's ETJ, Buyer should contact all municipalities located in the general proximity of the Property for further information. G. If apartments or other residential units are on the Property and the units were built before 1978, federal law requires a lead-based paint and hazard disclosure statement to be made part of this contract (the Addendum for Seller's Disclosure of Information on Lead-Based Paint and Lead-Based Paint Hazards (TXR-1906) may be used). (TXR-1801)4-1-18 Initialed for Identification by Seller and Buyer Page 12 of 14 produced wdh vpForroe oy vpL ogix 18070 Fdteen M Ie Road.Fraser.Wchgan 48026 8'wWZrOLOax corn Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 H. Section 1958.154, Occupations Code requires Seller to provide Buyer a copy of any mold remediation certificate issued for the Property during the 5 years preceding the date the Seller sells the Property. I. Brokers are not qualified to perform property inspections, surveys, engineering studies, environmental assessments, or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to perform such services. Buyer should review local building codes, ordinances and other applicable laws to determine their effect on the Property. Selection of experts, inspectors, and repairmen is the responsibility of Buyer and not the brokers. Brokers are not qualified to determine the credit worthiness of the parties. J. NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water, including a reservoir or lake, constructed and maintained under Chapter 11, Water Code, that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal operating level, Seller hereby notifies Buyer: "The water level of the impoundment of water adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity lawfully exercising its right to use the water stored in the impoundment; or(2) drought or flood conditions." K. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license holder owns more than 10%, or a trust for which the license holder acts as a trustee or of which the license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other party in writing before entering into a contract of sale. Disclose if applicable: Buyer is a licensed Texas Real Estate Broker 26. CONTRACT AS OFFER: The execution of this contract by the first party constitutes an offer to buy or sell the Property. Unless the other party accepts the offer by 5:00 p.m.. in the time zone in which the Property is located, on , the offer will lapse and become null and void. READ THIS CONTRACT CAREFULLY. The brokers and agents make no representation or recommendation as to the legal sufficiency, legal effect, or tax consequences of this document or transaction. CONSULT your attorney BEFORE signing. Seller: T-Major,LLC a Texas limited liability company Buyer: Texas 4L Properties,LP,a Texas limited partnership By: By: By(signature): By(signature): Printed Name Printed Name: Title: Title: By: By: By(signature): By(signature) Printed Name Printed Name: Title: Title: (TXR-1801)4-1-18 Page 13 of 14 Produced with zipForme Oy ziplogix 18070 Fifteen Mie Road.Fraser.M,cP gan 48026 vrxw.zioLoo,x com Commercial Contract-Improved Property concerning 5860 9th Street Port Arthur,TX 77642 AGREEMENT BETWEEN BROKERS (use only if Paragraph 98(1)is effective) Principal Broker agrees to pay (Cooperating Broker) a fee when the Principal Broker's fee is received. The fee to be paid to Cooperating Broker will be: $ , or % of the sales price, or 1 % of the Principal Broker's fee. The title company is authorized and directed to pay Cooperating Broker from Principal Broker's fee at closing. This Agreement Between Brokers supersedes any prior offers and agreements for compensation between brokers. Principal Broker: Cooperating Broker: By: By: ATTORNEYS Seller's attorney: Buyer's attorney: Address: Address: Phone&Fax: Phone&Fax: E-mail: E-mail: Seller's attorney requests copies of documents, Buyer's attorney requests copies of documents, notices, and other information: notices. and other information: the title company sends to Seller. 7 the title company sends to Buyer. Buyer sends to Seller. L Seller sends to Buyer. ESCROW RECEIPT The title company acknowledges receipt of: A. the contract on this day (effective date); B. earnest money in the amount of$ in the form of on Title company: Address: By: Phone&Fax: Assigned file number(GF#): E-mail: (TXR-1801)4-1-18 Page 14 of 14 Produced wan z,pFarm®Dy zipLogiz 18070 Fifteen Mile Road.Fraser.Michigan 48026 Nww z,oLoaixcanl EXHIBIT "A" BEING that certain 3.513 acre tract out of Lot 5, Block 9, Range "H" of Port Arthur Land Company Subdivision, a plat recorded in Volume I, Page 22 of lie Jefferson County Map Records, and being that same called 3.514 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2004012950 of the Official Public Records of Real Properly of Jeffc rson County, Texas, said 3 .513 acres being more particularly described by metes and hounds as follows: Basis of bearings is the Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.514 acre tract having been called North 48 degrees 47 minutes 00 seconds West 255.00 feet. COMMENCING at a 5/8" iron rod found at the intersection of the Southeasterly right-of-way line of 60th Street(60' R.O.W.) with the Northeasterly line of 9th Avenue(120' R.O.W.) for the West corner of a tract conveyed to John W. Vanderburg as recorded in Film Code No. 104-78-0777 of the Real Property Records of Jefferson County,Texas; THENCE South 48 degrees 47 minutes 00 seconds East along the said Northeasterly right-of-way line of 9th Avenue a distance of 375.02 feet (Called South 48 degrees 47 minutes 00 seconds East) to a %" capped iron rod set for the South corner of a 1.627 acre tract conveyed to General Electric Capital Business Asset Funding Corporation as recorded in Clerks File No. 2003017389 of the Official Public Records of Real Property of Jefferson County, Texas, the West corner of the said 3.513 acre tract and the Point of Beginning; THENCE North 41 degrees 11 minutes 37 seconds East along the Northwesterly line of the said 3.513 acre tract a distance of 600.23 feet (Called North 41 degrees 10 minutes 20 seconds East 600.31 feet)to a 5/8" iron rod found for the North corner of the said 3.513 acre tract; TIIENCE.South 48 degrees 48 minutes 08 seconds East along the Northeasterly line of the said 3 .513 acre tract a distance of 254.81 feet(Called South 48 degrees 47 minutes 00 seconds East 255.00 feet)to a 5/8" iron rod found the East corner of the said 3.513 acre tract; THENCE South 41 degrees 10 minutes 33 seconds West along the Southeasterly line of the said 3.513 acre tract a distance of 600.31 feet(Called South 41 degrees 10 minutes 20 seconds West 600.35 feet)to a 1 '/2" iron pipe found in the said Northeasterly right-of-way line of 9th Avenue for the South corner of the said 3.513 acre tract; THENCE North 48 degrees 47 minutes 00 seconds West along the said Northeasterly right-of-way line of 9th Avenue and the Southwesterly line of the said 3.513 acre tract a distance of 255.00 feet (Called North 48 degrees 47 minutes 00 seconds West 255.00 feet) to the POINT OF BEGINNING and CONTAINING 3.513 acres of land,more or less. TEXAS ASSOCIATION OF REALTORS' COMMERCIAL PROPERTY CONDITION STATEMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS©IS NOT AUTHORIZEC. 9Texas Association of REALTORS®,Inc.2014 CONCERNING THE PROPERTY AT: 5860 9th Street Port Arthur, TX 77642 THIS IS A DISCLOSURE OF THE SELLER'S KNOWLEDGE OF THE CONDITION OF THE PROPERTY AS OF THE DATE SIGNED. IT IS NOT A SUBSTITUTE FOR ANY INSPECTIONS OR WARRANTIES A BUYER OR TENANT MAY WISH TO OBTAIN. IT IS NOT A WARRANTY OF ANY KIND BY SELLER. SELLER'S AGENTS, LANDLORD, LANDLORD'S AGENTS OR ANY OTHER AGENT. PART 1 —Complete if Property is Improved or Unimproved Not Are you (Seller or Landlord) aware of: Aware Aware (1) any of the following environmental conditions on or affecting the Property: (a) radon gas? ❑ ❑ (b) asbestos components: (i) friable components? ❑ ❑ (ii) non-friable components? ❑ ❑ (c) urea-formaldehyde insulation? ❑ ❑ (d) endangered species of their habitat? ❑ ❑ (e) wetlands? ❑ ❑ (f) underground storage tanks? ❑ ❑ (g) leaks in any storage tanks (underground or above-ground)? ❑ ❑ (h) lead-based paint? ❑ ❑ (i) hazardous materials or toxic waste? ❑ ❑ (j) open or closed landfills on or under the surface of the Property? ❑ ❑ (k) external conditions materially and adversely affecting the Property such as nearby landfills, smelting plants, burners, storage facilities of toxic or hazardous materials, refiners, utility transmission lines, mills, feed lots, and the like? ❑ ❑ (I) any activity relating to drilling or excavation sites for oil, gas, or other minerals? ❑ ❑ (2) previous environmental contamination that was on or that materially and adversely affected the Property, including but not limited to previous environmental conditions listed in Paragraph 1(a)-(I)? ❑ ❑ (3) any part of the Property lying in a special flood hazard area (A or V Zone)? ❑ ❑ (4) any improper drainage onto or away from the Property? ❑ ❑ (5) any fault line or near the Property that materially and adversely affects the Property?.... ❑ ❑ (6) air space restrictions or easements on or affecting the Property? ❑ ❑ (7) unrecorded or unplatted agreements for easements, utilities, or access on or to the Property? ❑ ❑ (TAR-1408)4-1-14lnitialed by Seller or Landlord: and Buyer or Tenant: Page 1 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 Not Aware Aware (8) special districts in which the Property lies (for example, historical districts, development districts, extraterritorial jurisdictions, or others)? ❑ ❑ (9) pending changes in zoning, restrictions, or in physical use of the Property? ❑ ❑ The current zoning of the Property is: (10) your receipt of any notice concerning any likely condemnation, planned streets, highways, railroads, or developments that would materially and adversely affect the Property(including access or visibility)? ❑ ❑ (11) lawsuits affecting title to or use or enjoyment of the Property? ❑ ❑ (12) your receipt of any written notices of violations of zoning, deed restrictions, or government regulations from EPA, OSHA, TCEQ, or other government agencies?_.... ❑ ❑ (13) common areas or facilities affiliated with the Property co-owned with others'?...... ❑ ❑ (14) an owners' or tenants' association or maintenance fee or assessment affecting the Property? ❑ ❑ If aware, name of association: Name of manager: Amount of fee or assessment: $ per Are fees current through the date of this notice? ❑ yes ❑ no U unknown (15) subsurface structures, hydraulic lifts, or pits on the Property? ❑ 0 (16) intermittent or weather springs that affect the Property? ❑ ❑ (17) any material defect in any irrigation system, fences, or signs on the Property? ❑ ❑ (18) conditions on or affecting the Property that materially affect the health or safety of an ordinary individual? ❑ ❑ (19) any of the following rights vested in others: (a) outstanding mineral rights? ❑ ❑ (b) timber rights? ... ❑ ❑ (c) water rights? ❑ U (d) other rights? ❑ ❑ If you are aware of any of the conditions listed above, explain. (Attach additional information if needed.) _ (TAR-1408)4-1-14 Initialed by Seller or Landlord: and Buyer or Tenant Page 2 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 PART 2—Complete only if Property is Improved A. Are you (Seller or Landlord) aware of any material defects in any of following on the Property? Not Not (1) Structural Items: Aware Aware Appi. (a) foundation systems (slabs, columns, trusses, bracing, crawl spaces, piers, beams, footings, retaining walls, basement, grading)? ❑ ❑ ❑ (b) exterior walls? ❑ ❑ ❑ (c) fireplaces and chimneys? ❑ ❑ ❑ (d) roof, roof structure, or attic (covering, flashing, skylights, insulation, roof penetrations, ventilation, gutters and downspouts, decking)? ❑ ❑ ❑ (e) windows, doors, plate glass, or canopies ❑ ❑ ❑ (2) Plumbing Systems: (a) water heaters or water softeners? ❑ ❑ ❑ (b) supply or drain lines? ❑ ❑ ❑ (c) faucets, fixtures, or commodes? ❑ ❑ ❑ (d) private sewage systems? ❑ ❑ ❑ (e) pools or spas and equipments? ❑ ❑ U (f) sprinkler systems? ❑ ❑ ❑ (g) water coolers? ❑ ❑ ❑ (h) private water wells? ❑ ❑ ❑ (i) pumps or sump pumps? ❑ ❑ ❑ (3) HVAC Systems: any cooling, heating, or ventilation systems? ❑ ❑ ❑ (4) Electrical Systems: service drops, wiring, connections, conductors, plugs, grounds, power, polarity, switches, light fixtures, or junction boxes? ❑ ❑ ❑ (5) Other Systems or Items: (a) security or fire detection systems? ❑ ❑ ❑ (b) porches or decks? ❑ ❑ ❑ (c) gas lines? ❑ ❑ ❑ (d) garage doors and door operators? ❑ ❑ ❑ (e) loading doors or docks? ❑ ❑ ❑ (f) rails or overhead cranes? ❑ ❑ ❑ (g) elevators or escalators? ❑ ❑ ❑ (h) parking areas, drives, steps, walkways? ❑ U ❑ (i) appliances or built-in kitchen equipment? ❑ ❑ ❑ If you are aware of material defects in any of the items listed under Paragraph A, explain. (Attach additional information if needed.) (TAR-1408)4-1-14 Initialed by Seller or Landlord. and Buyer or Tenant Page 3 of 4 Commercial Property Condition Statement concerning 5860 9th Street Port Arthur, TX 77642 B. Are you (Seller or Landlord) aware of: Not Aware Aware (1) any of the following water or drainage conditions materially and adversely affecting the Property: (a) ground water? ❑ (b) water penetration? ❑ ❑ (c) previous flooding or water drainage? ❑ ❑ (d) soil erosion or water ponding? ❑ ❑ (2) previous structural repair to the foundation systems on the Property? ❑ ❑ (3) settling or soil movement materially and adversely affecting the Property? ❑ ❑ (4) pest infestation from rodents, insects, or other organisms on the Property? ❑ ❑ (5) termite or wood rot damage on the Property needing repair? ❑ ❑ (6) mold to the extent that it materially and adversely affects the Property? ❑ (7) mold remediation certificate issued for the Property in the previous 5 years? ❑ ❑ if yes, attach a copy of the mold remediation certificate. (8) previous termite treatment on the Property? ❑ ❑ (9) previous fires that materially affected the Property? ❑ ❑ (10) modifications made to the Property without necessary permits or not in compliance with building codes in effect at the time? ❑ ❑ (11) any part, system, or component in or on the Property not in compliance with the the Americans with Disabilities Act or the Texas Architectural Barrier Statute? ❑ ❑ If you are aware of any of conditions described under Paragraph B, explain. (Attach additional information, if needed.) The undersigned acknowledges receipt of the foregoing statement. T-Major, LLC a Texas limited Texas 4L Properties LP. a Texas limited Seller or Landlord: liability company Buyer or Tenant: Partnership By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: By: By: By(signature): By(signature): Printed Name: Printed Name: Title: Title: NOTICE TO BUYER OR TENANT: The broker representing Seller or Landlord, and the broker representing you advise you that this statement was completed by Seller or Landlord,as of the date signed. The brokers have relied on this statement as true and correct and have no reason to believe it to be false or inaccurate. YOU ARE ENCOURAGED TO HAVE AN INSPECTOR OF YOUR CHOICE INSPECT THE PROPERTY. (TAR-1408)4-1-14 Page 4 of 4 "AS IS" ADDENDUM THIS CONTRACT IS AN ARMS-LENGTH AGREEMENT BETWEEN THE PARTIES. THE PURCHASE PRICE WAS BARGAINED ON THE BASIS OF AN "AS IS, WHERE IS" TRANSACTION AND REFLECTS THE AGREEMENT OF THE PARTIES THAT THERE ARE NO REPRESENTATIONS, DISCLOSURES,OR EXPRESS OR IMPLIED WARRANTIES,EXCEPT FOR (I) THOSE CONTAINED IN PARAGRAPH 19.A OF THE CONTRACT AND THE PROPERTY CONDITION STATEMENT ATTACHED THERETO AND(ii)THE SPECIAL WARRANTY OF TITLE IN THE DEED (COLLECTIVELY, THE "LIMITED MATTERS"). THE PROPERTY WILL BE CONVEYED TO BUYER IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. SELLER MAKES NO WARRANTY OF CONDITION, MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PERSONAL PROPERTY.ALL WARRANTIES,EXCEPT WITH RESPECT TO THE LIMITED MATTERS, ARE DISCLAIMED, The foregoing terms shall survive the closing. 5074411.2 NOTICE TO PURCHASER The real property, described below, which you are about to purchase is located in the Jefferson County Drainage District No. 7. The District has taxing authority separate from any other taxing authority, and may, subject to voter approval, issue an unlimited amount of bonds and levy an unlimited rate of tax in payment of such bonds. As of this date,the most recent rate of taxes levied by the District on real property located in the District is$0.165305 on each$100.00 of assessed evaluation. The total amount of bonds which has been approved by the voters and which have been or may,at this date, be issued is$0.00,and the aggregate initial principal amounts of all bonds issued for one or more of the specified facilities of the District and payable in whole or in part from property taxes is$0.00. The District has$19,480,000 in aggregate principal amount of maintenance notes which are payable from any lawfully available funds of the District, including the proceeds of maintenance taxes. The District is located, in part, in the cities of Port Arthur,Nederland. Gro.es, and Port Neches, Texas,and their extraterritorial jurisdictions. The purpose of this District is to provide drainage and flood control facilities and services within the District through the issuance of bonds payable in whole or in part from property taxes. The cost of these utility facilities is not included in the purchase price of your property,and these utility facilities are owned or to be owned by the District. The legal description of the property you are acquiring is as follows: See Exhibit"A"attached hereto and incorporated herein for all purposes. PURCHASERS ARE ADVISED THAT THE INFORMATION ON THIS FORM IS SUBJECT TO CHANGE BY THE DISTRICT AT ANY TIME. THE DISTRICT ROUTINELY ESTABLISHES TAX RATES DURING THE MONTHS OF SEPTEMBER THROUGH DECEMBER OF EACH YEAR, EFFECTIVE FOR THE YEAR IN WHICH THE TAX RATES ARE APPROVED BY THE DISTRICT. PURCHASERS ARE ADVISED TO CONTACT THE DISTRICT TO DETERMINE THE STATUS OF ANY CURRENT OR PROPOSED CHANGES TO THE INFORMATION SHOWN ON THIS FORM. Date: "Sellers" The undersigned purchasers hereby acknowledge receipt of the foregoing notice at or prior to execution of a binding contract for the purchase of the real property described in such notice or at closing of purchase of the real property. Date: "Purchasers" 11-2-2015 ��� Information About Brokerage Services A TRECTexas law requires all real estate license holders to give the following information about �,• „•„m brokerage services to prospective buyers, tenants,sellers and landlords. TSSAS HAL MATS COMM SS WN TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others,including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker; • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner, usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer,usually through a written representation agreement.A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent, including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with,provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price; o that the buyer/tenant will pay a price greater than the price submitted in a written offer; and o any confidential information or any other information that a party specifically instructs the broker in writing not to disclose, unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION:This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services.Please acknowledge receipt of this notice below and retain a copy for your records. Newmark Knight Frank 537005 7136268888 Licensed Broker/Broker Firm Name or License No. Email Phone Primary Assumed Business Name Arispah Lispah Hogan 342405 Ihogan@ngkf.com 7134909994 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Rob Stillwell/Greg Marconi 398639/613453 rstillwell@ngkf.com/gmarconi@ngkf.com 7135995182'719-5995190 Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TABS 1-0 11/2/2015 A Information About Brokerage Services Texas law requires all real estate licensees to give the following information about brokerage services to prospective buyers, tenants, sellers and landlords. TYPES OF REAL ESTATE LICENSE HOLDERS: • A BROKER is responsible for all brokerage activities,including acts performed by sales agents sponsored by the broker. • A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker. A BROKER'S MINIMUM DUTIES REQUIRED BY LAW(A client is the person or party that the broker represents): • Put the interests of the client above all others, including the broker's own interests; • Inform the client of any material information about the property or transaction received by the broker: • Answer the client's questions and present any offer to or counter-offer from the client;and • Treat all parties to a real estate transaction honestly and fairly. A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION: AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner. usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties above and must inform the owner of any material information about the property or transaction known by the agent, including information disclosed to the agent or subagent by the buyer or buyer's agent. AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any material information about the property or transaction known by the agent. including information disclosed to the agent by the seller or seller's agent. AS AGENT FOR BOTH - INTERMEDIARY: To act as an intermediary between the parties the broker must first obtain the written agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or underlined print,set forth the broker's obligations as an intermediary.A broker who acts as an intermediary: • Must treat all parties to the transaction impartially and fairly; • May. with the parties' written consent. appoint a different license holder associated with the broker to each party (owner and buyer)to communicate with,provide opinions and advice to,and carry out the instructions of each party to the transaction. • Must not, unless specifically authorized in writing to do so by the party,disclose: o that the owner will accept a price less than the written asking price: o that the buyer/tenant will pay a price greater than the price submitted in a written offer;and c any confidential information or any other information that a party specifically instructs the broker in writing not to disclose,unless required to do so by law. AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the buyer.A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first. TO AVOID DISPUTES,ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH: • The broker's duties and responsibilities to you,and your obligations under the representation agreement. • Who will pay the broker for services provided to you,when payment will be made and how the payment will be calculated. LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records. Wheeler Commercial 579943 Iwheeleriwheeler-commercial.com (409)899-3300 Licensed Broker Broker Firm Name or License No. Email Phone Primary Assumed Business Name Lee Y.Wheeler,III 467055 Iwheeler@wheeler-commercial.com (409)899-3300 Designated Broker of Firm License No. Email Phone Licensed Supervisor of Sales Agent/ License No. Email Phone Associate Sales Agent/Associate's Name License No. Email Phone Buyer/Tenant/Seller/Landlord Initials Date Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov TXR-2501 TABS 1-0 Date Lee Wheeler.400 Neches Beaumont TN 7-701 Phone 409-399-3300 Fax.409-899-3301 Calder Lillian Lee Wheeler Produced with zipForrne by zioLog x 18070 Frfteer Mile Road.Fraser.Michigan 48026 www z oLoprx corn EXHIBIT"C" TO DEVELOPMENT AGREEMENT Health Department Lease [SEE ATTACHED] LEASE AGREEMENT [Health Department Premises —449 Austin Avenue, Port Arthur, Texas 77640] This Lease Agreement ("Lease") is entered into effective as of , 20_ (the "Effective Date"), by and between AURORA CAPITAL HOLDINGS, LLC, a Delaware limited liability company ("Landlord"), and CITY OF PORT ARTHUR, TEXAS ("Tenant"). RECITALS: A. On or about the Effective Date, Landlord acquired the Property (herein defined) from Tenant. B. On or about the Effective Date, Tenant acquired the Relocation Property (herein defined). Tenant intends to relocate from the Premises (herein defined) to the Relocation Property prior to the expiration of the term of this Lease. C. Landlord is willing to lease to Tenant, and Tenant is willing to lease from Landlord, the Premises, for the purposes set forth herein, all in accordance with the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises, the Recitals (which are incorporated herein by reference), the mutual benefits to be derived from this Lease and the representations, warranties, covenants and conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. Unless otherwise defined herein or unless the context otherwise requires, capitalized terms used in this Lease shall have the following meanings: "Building" means the building located on the Property. "Designated Parking Area" means the parking area located on the Property, as more particularly depicted on Exhibit B. "Encumbrances" means all mortgages, deeds of trust, liens, security interests, pledges, conditional sale contracts, claims, rights of first refusal, options, charges, liabilities, obligations, easements, rights-of-way, limitations, reservations, restrictions and other encumbrances of any kind. "Environmental Contamination" means the presence of one or more Hazardous Materials in or on the Property or otherwise in the ground, air, water or other parts of the environment that is not allowed by Environmental Laws or which is not in compliance with Environmental Laws or this Lease. 5076051.6 "Environmental Laws" means any statute, law, rule, regulation, ordinance, code, policy or rule of common law of any Governmental Entity now in effect and in each case as amended to date and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, or judgment, relating to the environment, human health or Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601, et seq.; The Hazardous Materials Transportation Act, as amended, 49 U.S.C. § 1801, et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § 6901, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1201, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Safe Drinking Water Act, 42 U.S.C. § 3808, et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136, et seq. and any other similar federal, state or local laws. "Environmental Liabilities" means any and all administrative, regulatory, or judicial actions, suits, allegations, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations, liabilities, losses, costs (including remedial, investigative and/or monitoring costs), settlements, assessments, penalties, interest, legal, accounting and consultant fees and costs of court relating in any way to any Hazardous Materials or Environmental Laws incurred by or asserted against Landlord based on or caused by acts or omissions of Tenant or its agents, employees, directors, officers, shareholders, contractors, invitees, licensees, representatives, successors or assigns, including without limitation: (a) any and all claims by any Governmental Entity for enforcement, cleanup, removal, response, remedial, or other actions or damages pursuant to any applicable Environmental Laws, and (b) any and all claims, brought under common law or statute, by any party seeking damages, contribution, indemnification, cost recovery, compensation, or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to health, property, safety, or the environment. "Event of Default" shall have the meaning set forth in Section 9.1 of this Lease. "Governmental Entity" means any court or any federal, state, or local legislative body or governmental municipality, department, commission, board, bureau, agency or authority. "Hazardous Materials" means (a) any petroleum or petroleum products, radioactive materials, asbestos, urea formaldehyde foam insulation, transformers or other equipment that contains dielectric fluid containing levels of polychlorinated biphenyls (PCBs), and radon gas; (b) any chemicals, materials, or substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "contaminants," or "pollutants," or words of similar import, under any applicable Environmental Laws; and (c) any other chemical, material or substance which is in any way regulated by any Governmental Entity. "Landlord Parties" means Landlord, its parents, affiliates and subsidiaries, together with their respective shareholders, members, partners, officers, directors, employees, agents and invitees. "Person" means an individual, partnership, joint venture, limited liability company, corporation, bank, trust, unincorporated organization or a Governmental Entity. "Premises" means the approximately 30,000 square feet of space within the Building, as more particularly depicted on Exhibit A. For avoidance of all doubt, the "Premises" expressly 2 5076051.6 exclude the area identified as "Former Bank Area" on Exhibit A and any other portions of the Property. "Property" means the real property commonly known as 449 Austin Avenue, Port Arthur, Texas 77640 and more particularly described as follows: Lots 1 through 12, in Block 132 of the CITY OF PORT ARTHUR, Jefferson County, Texas, as the same appears upon the map or plat thereof recorded in Volume 1, Page 50, Map Records of Jefferson County, Texas. "Relocation Property" means real property commonly known as 5860 9th Avenue, Port Arthur, Texas 77642 and more particularly described as an approximately 3.513 acre tract out of Lot 5, Block 9, Range "H" of Port Arthur Land Company Subdivision, a plat recorded in Volume 1, Page 22 of the Jefferson County Map Records. ARTICLE II PROPERTY 2.1 Lease. Landlord, in consideration of the rents, covenants, agreements, and conditions herein set forth which Tenant hereby agrees shall be paid, kept, and performed, does hereby lease unto Tenant, and Tenant does hereby rent and lease from Landlord, the Premises subject to all applicable legal requirements and to any Encumbrances now affecting the Property or hereafter placed upon the Property by Landlord. Notwithstanding the foregoing, Tenant shall have the non-exclusive right to use any elevators, shared hallways, exits and other similar areas reasonably identified by Landlord from time to time to be shared in common with other occupants of the Building, including, without limitation, such shared areas located within the Premises. ARTICLE III TERM 3.1 Term. Subject to and upon the terms and conditions set forth in this Lease, the term of this Lease (the "Term") shall commence on the Effective Date and shall expire on the • date (the "Termination Date") that is the earlier to occur of (i) eighteen (18) months after the Effective Date or (ii) the date that is thirty (30) days following the date on which the Relocation Property opens to the public for Tenant's use. By way of illustration, if the Effective Date was December 1, 2020 and the Relocation Property opened to the public for Tenant's use on October 26, 2021, then the Termination Date would be November 25, 2021. 3.2 Extension of Term Due to Disaster Declaration. Notwithstanding the provisions of Section 3.1 above, the Term shall be deemed automatically extended to the extent that a Disaster Declaration (herein defined) reasonably prevents Tenant from completing its renovations to the Relocation Property or from completing its move from the Premises to the Relocation Property. The extent to which the Term shall be deemed extended shall be reasonably determined by Landlord, taking into account (a) any period of time prior to or after the pendency of the Disaster Declaration that Tenant had to complete its renovations and move to the Relocation Property and (b) any work in connection with such renovations and move that could reasonably be achieved during the pendency of the Disaster Declaration. As used herein, "Disaster Declaration" means any stay-at-home order, shutdown or other closure of either the Premises or the Relocation Property mandated by the federal or state government or by the 3 5076051.6 Jefferson County Judge due to the issuance of a declaration of disaster (such as those relating to a hurricane or the COVID-19 pandemic). ARTICLE IV RENT 4.1 Rent. Commencing on the Effective Date and continuing thereafter throughout the Term, Tenant shall pay to Landlord monthly base rent of Twelve Thousand Dollars ($12,000.00) (the "Rent"), without offset, counterclaim or deduction; provided, however, so long as Tenant is not in default under this Lease, the Rent shall be abated for the stated Term of this Lease (not including any holdover period). The Rent (so long as it is not abated) shall be due and payable beginning on the Effective Date and continuing on the first day of each month during the Term. Tenant expressly acknowledges that the Rent amount set forth herein (prior to any abatements thereof) represents an amount equal to or less than the fair market rental value of the Premises based on an appraisal conducted by Tenant. 4.2 Holding Over. If Tenant does not surrender possession of the Premises at the end of the Term (as may be extended pursuant to Section 3.2 above), (i) Tenant shall be a tenant at sufferance, (ii) during such time of occupancy Tenant shall pay to Landlord the Rent, without abatement, offset, counterclaim or deduction, and (iii) for each month of such holdover, Tenant shall also pay to Landlord, as damages, an amount equal to one month's worth of previously abated Rent. Such amounts shall be payable without further notice from Landlord. By way of illustration, during each month of Tenant's holdover hereunder, Tenant shall pay to Landlord the sum of $24,000.00, representing the sum of the Rent ($12,000.00) plus one month's worth of previously abated Rent ($12,000.00). ARTICLE V ALTERATIONS AND ADDITIONS 5.1 Alterations and Additions. Tenant may not make any alterations in or additions to the Premises without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Any alterations or additions by Tenant shall be at Tenant's sole cost and expense. All alterations and additions to the Premises (other than Tenant's trade fixtures which are capable of being removed without damage to the Premises), shall become the property of Landlord at the end of the Term and shall be surrendered to Landlord upon termination of this Lease, whether by lapse of time or otherwise; provided, however, that Landlord shall have the right to require Tenant (a) to remove all alterations and additions to the Premises at the termination of this Lease and (b) to return the Premises to their condition as of the Effective Date, reasonable wear and tear excepted. 5.2 Condition of Premises; Compliance. Tenant accepts the Premises in their current condition, AS IS, WITH ALL FAULTS. Tenant expressly acknowledges that it was the owner of the Property (including the Building and the Premises) immediately prior to the Effective Date and is familiar with the condition of the Premises and the Building. Tenant shall be responsible for all cost and expense of any alterations, improvements and changes necessary to ensure the compliance of the Premises with the Americans with Disabilities Act, life safety provisions of any applicable building code(s) and any similar state or local laws. 4 5076051.6 ARTICLE VI COVENANTS 6.1 Use. Tenant may use the Premises for the purpose of operating the Health Department of the City of Port Arthur, Texas and no other purpose. Tenant shall at all times operate the Premises in compliance with all applicable legal requirements. 6.2 Parking. During the Term, Tenant's employees, agents, customers or invitees shall have the non-exclusive right to park their vehicles within the Designated Parking Area. If at any time there is insufficient parking available within the Designated Parking Area for Tenant's employees, agents, customers or invitees, all such persons must park in available parking areas located off of the Property. Without waiving any other rights or remedies under this Lease, at law or in equity, Landlord reserves the right to charge Tenant fees for any parking on the Property by Tenant's employees, agents, customers or invitees in such amounts as Landlord may reasonably determine from time to time. 6.3 Utilities. All utilities at the Premises shall be maintained in Tenant's name. Tenant shall pay directly to the relevant utility all charges for water, sewer, gas, electricity, light, heat, air conditioning, power, telephone and other communication services, and all other utilities and similar services rendered or supplied to the Premises, and all water rents, sewer service charges, or other similar charges levied or charged against, or in connection with, the Premises during the Term. Landlord will not be responsible for providing utility connections to the Premises. Notwithstanding the foregoing, to the extent that any utilities to the Property are not separately metered as to the Premises, Landlord reserves the right to equitably allocate to Tenant any charges for such utilities, which shall be promptly paid by Tenant to Landlord upon demand. 6.4 Insurance. (a) Tenant shall, at Tenant's sole cost and expense obtain and keep in force during the Term of this Lease a policy of Commercial General Liability Insurance, or equivalent, in an amount of not less than $2,000,000 per occurrence of bodily injury and property damage combined. This policy shall name Landlord as an additional insured and shall be primary over any insurance that may be carried by Landlord. (b) Tenant, at Tenant's sole cost and expense, shall obtain and keep in force during the Term of this Lease a full replacement cost policy or policies of fire and extended coverage insurance covering loss or damage to any tenant improvements or personal property of Tenant contained in the Premises or elsewhere on the Property. Tenant's insurance shall be primary over any insurance carried by Landlord and shall name Landlord as a loss payee. (c) Landlord, at Landlord's sole cost and expense, shall obtain and keep in force during the Term of this Lease a full replacement cost policy or policies of fire and extended coverage insurance covering loss or damage to the Building (except for any tenant improvements or personal property of Tenant contained in the Premises or elsewhere on the Property). Landlord shall have the option to self-insure as to any of its insurance obligations described in this Lease. 5 5076051.6 (d) Anything to the contrary in this Lease notwithstanding, none of the Landlord Parties shall be liable to Tenant or to any insurance company (by way of subrogation or otherwise) insuring Tenant for any loss or damage to any property, when such loss is caused by any of the perils that are or could be insured against under any insurance policy actually held by Tenant or that is required to be obtained by Tenant under this Lease, or losses under workers' compensation laws and benefits (including, without limitation, consequential damages, business interruption or loss of profits in connection therewith), even though such loss or damage might have been occasioned by the negligence of any Landlord Parties. If necessary, all such insurance policies required of Tenant under this Lease shall be endorsed to so provide. THIS PARAGRAPH IS INTENDED TO RELEASE LANDLORD FROM LIABILITY FOR ITS OWN NEGLIGENCE, TO THE EXTENT SUCH NEGLIGENCE IS COVERED BY INSURANCE. 6.5 Taxes. Landlord shall be responsible for paying all real property taxes on the Property. Tenant shall pay all taxes, if any, on its equipment, inventory and other personal property on the Property before the same become delinquent. 6.6 Repairs. (a) Landlord, at Landlord's sole cost and expense, shall make all necessary repairs to the roof, exterior walls, and foundation of the Building and those portions of the Building's plumbing, electrical and HVAC systems. (b) Tenant, at its sole cost and expense, shall make or cause to be made all repairs to the remainder of the Premises, including, but not limited to, windows, glass doors, interior walls, floors and floor coverings. Tenant shall further be responsible for all general maintenance of the interior of the Premises. (c) Landlord shall make or cause to be made, all repairs to the exterior and common areas relating to the Property, including, without limitation, repairs to common areas such as exterior walkways, parking areas, fences, lighting and other fixtures. Landlord shall further be responsible for all general maintenance of the exterior and common areas relating to the Property, including, without limitation, landscaping, landscape maintenance and snow removal (if applicable). (d) Notwithstanding the foregoing, with respect to any repairs made by Landlord under this Section, Tenant shall pay for (i) any and all repairs to those portions of the Building's plumbing, electrical and HVAC systems devoted exclusively to the Premises; (ii) the first $10,000.00 of any other Landlord repairs during the stated Term; and (iii) if Tenant holds over beyond the stated Term, any and all Landlord repairs occurring during such holdover. 6.7 Environmental Law Compliance and Indemnity. (a) Tenant shall not create, collect, store, treat, dispose of or cause to be released or otherwise discharged any Hazardous Materials on the Property except in such minute quantities as are found in everyday cleaning supplies in compliance with Environmental Laws and shall notify Landlord within twenty-four (24) hours after discovering or being informed of the presence • of any Hazardous Materials on the Property either in violation of Environmental Laws or in greater than minute quantities. 6 5076051.6 (b) Except to the extent caused by Landlord, prior to vacating the Premises, Tenant shall clean up any Environmental Contamination occurring on the Premises during the Term and located on, under, or adjacent to the Premises, wherever located, in accordance with the requirements of all Environmental Laws and to Landlord's reasonable satisfaction; and the Premises shall remain in its cleaned-up condition through the time Tenant vacates the Premises. Should Tenant not fulfill its obligations under this Section 6.7, Tenant shall reimburse Landlord for all such clean-up costs. (c) Notwithstanding any other provision of this Lease, Tenant agrees to and does hereby release the Landlord Parties from and against any and all Environmental Liabilities (including strict liability), which may now or in the future (whether during or after the Term) be paid, incurred or suffered by or asserted against Tenant by any person or entity or Governmental Entity. (d) The covenants contained in this Section 6.7 shall survive the expiration or other termination of this Lease. 6.8 Security. Tenant shall (i) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of Tenant or its employees, agents, contractors, customers or invitees located at the Property, from unlawful intrusion, theft, fire and other hazards; (ii) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (iii) cooperate with Landlord on Building safety matters. Tenant acknowledges that any access control or safety measures employed by Landlord are for the protection of Landlord's own interests; that Landlord is not a guarantor of the security or safety of Tenant or its employees, agents, contractors, customers or invitees or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities. 6.9 Release. To the extent it may lawfully do so, Tenant hereby releases Landlord and Landlord's agents, directors, managers, officers, employees, invitees, and contractors, from all claims, demands, liabilities, losses, costs, damages, or expenses (including but not limited to attorneys' fees) resulting or arising from any and all injuries to, including death of, any person or damage to any property caused by any other accident or injury on or relating to the Premises, the Property and any sidewalk, street or other area adjacent thereto. ARTICLE VII CASUALTY; CONDEMNATION 7.1 Damage or Destruction. If the Building is damaged or destroyed, in whole or in part, by fire or other casualty at any time during the Term and if, after such damage or destruction, Tenant is not able to use the portion of the Premises not damaged or destroyed to substantially the same extent and for substantially the same purposes as Tenant used the Premises prior thereto, Tenant shall immediately notify Landlord and Landlord shall, within thirty (30) days thereafter, notify Tenant whether Landlord desires to terminate this Lease or to rebuild the Premises. If Landlord elects to rebuild the Premises and the time to complete such reconstruction is in excess of ninety (90) days, Tenant shall have the right to terminate this Lease by so notifying Landlord within thirty (30) days following receipt of such notice from Landlord. 7 5076051.6 7.2 Condemnation. If any improved portion of the Premises in excess of twenty-five percent (25%) of the original area thereof, or any other portion of the Property reasonably necessary for Tenant to conduct its business at the Premises, shall be taken as a result of the power of eminent domain, this Lease shall terminate at Tenant's election, made within thirty (30) days after taking (or at any time after Tenant's receipt of written notice of such taking) if the Premises are no longer suitable for Tenant's use. If this Lease is not so terminated, the Rent shall be equitably adjusted by Landlord to take into account such taking. Tenant hereby waives any and all right to any condemnation award given in connection with the Premises. ARTICLE VIII ASSIGNMENT AND SUBLETTING 8.1 Restrictions. Tenant may not assign this Lease or sublease the Premises without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Any assignment without consent shall be void and an Event of Default under this Lease. In no event shall Tenant be released from liability hereunder upon any assignment, and any assignee must assume in writing all obligations under this Lease. ARTICLE IX DEFAULT AND REMEDIES 9.1 Default by Tenant. Each of the following shall be deemed an "Event of Default" by Tenant hereunder and a material breach of this Lease: (a) Tenant shall fail to pay any installment of Rent or any other sums owed Landlord within ten (10) days after Tenant has been given a written notice specifying the same; (b) Tenant shall fail to materially keep, perform, or observe any of the covenants, agreements, terms, or provisions contained in this Lease that are to be kept or performed by Tenant other than with respect to payment of Rent, and Tenant shall fail to commence and take such steps as are necessary to remedy the same within thirty (30) days after Tenant has been given a written notice specifying the same, or having so commenced, shall thereafter fail to proceed diligently and with continuity to remedy the same; or (c) Tenant or any other party shall file a petition naming Tenant as debtor in any bankruptcy or other insolvency proceeding or shall file for the appointment of a liquidator or receiver for all or substantially all of Tenant's property or for Tenant's interest in this Lease or Tenant shall admit in writing its inability to meet its obligations as they become due or make an assignment for the benefit of its creditors. 9.2 Landlord's Remedies. (a) If an Event of Default occurs under this Lease, Landlord shall be entitled to any and all rights and remedies available to it, at law, in equity or under this Lease. (b) Following an Event of Default, Tenant shall be liable to Landlord for: (i) all legal fees of Landlord in enforcing its rights hereunder; (ii) all reasonable costs of reletting the Premises (including, without limitation, all repairs and necessary improvements); (iii) all costs of 8 5076051.6 removing and storing Tenant's property; (iv) all other amounts of any kind owed by Tenant under this Lease; and (v) interest at the rate of ten percent (10%) per annum on all amounts owed to Landlord computed from the date such amounts were due. (c) All agreements and provisions to be performed by Tenant under any of the terms of this Lease shall be at Tenant's sole cost and expense and without any abatement of rent. If Tenant shall fail to pay any sum of money, other than Rent, required to be paid by it hereunder or shall fail to cure any Event of Default, then Landlord may, but shall not be obligated to, and without waiving or releasing Tenant from any obligations, make any such payment or perform any such act on Tenant's part. All sums so paid by Landlord and all costs incurred by Landlord in taking such action shall be deemed additional Rent hereunder and shall be paid to Landlord on demand, and Landlord shall have (in addition to all other rights and remedies of Landlord) the same rights and remedies in the event of the non-payment thereof by Tenant as in the case of an Event of Default by Tenant in the payment of Rent. (d) Notwithstanding anything to the contrary contained in this Lease, Landlord shall have a duty to mitigate its damages to the extent reasonably practicable. 9.3 Default by Landlord; Tenant Remedies. It shall be deemed a default by Landlord hereunder and a material breach of this Lease if Landlord shall fail to materially keep, perform, or observe any of the covenants, agreements, terms, or provisions contained in this Lease that are to be kept or performed by Landlord, and Landlord shall fail to commence and take such steps as are reasonably necessary to remedy the same within thirty (30) days after Landlord shall have been given a written notice specifying the same, or having so commenced, shall thereafter fail to proceed diligently and with continuity to remedy the same. In the event of any default by Landlord under this Lease, Tenant shall have any and all rights and remedies available to it, at law, in equity or under this Lease. 9.4 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY OF THEIR RESPECTIVE AGENTS, REPRESENTATIVES, OR EMPLOYEES FOR ANY LOST REVENUE, LOST PROFITS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE. ARTICLE X MISCELLANEOUS 10.1 Waivers and Amendments. Any waiver of any term or condition of this Lease, or any amendment or modification of this Lease, shall be effective only if set forth in a written document executed by a duly authorized officer of the party(ies) against which such waiver, amendment or modification is asserted. 10.2 Notices. Any notice provided or permitted to be given under this Lease must be in writing and shall be served (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt 9 5076051.6 requested; (b) by delivering the same in person to such party; (c) by any recognized expedited courier service (such as Federal Express) which requires the receiver of such notice to acknowledge receipt in writing; or (d) by email (provided that any notice of default hereunder must also be sent by another method of notice provided for in this Section). Notice shall be effective only upon receipt at the address of the addressee or refusal by the addressee to accept delivery thereof. For purposes of notice, the addresses of the parties shall be as follows: If to Landlord, to: Aurora Capital Holdings LLC 500 Dallas Street Houston, Texas 77002 Attention: Jay Hall Telephone: 713-427-3313 E-mail: jay.hall@motiva.com with a copy to: David J. Weiner Liskow & Lewis 1001 Fannin, Suite 1800 Houston, Texas 77002 Telephone: 713-651-2944 Email: dweiner@liskow.com If to Tenant, to: City of Port Arthur, Texas P.O. Box 1089 Port Arthur, Texas 77641 Attn: Ron Burton, City Manager Telephone: 409-983-8101 Email: ron.burton@portarthurtx.gov with a copy to: City of Port Arthur, Texas 444 4th Street Port Arthur, Texas 77640 Attn: Valecia Tizeno, City Attorney Telephone: 409-983-8129 Email: val.tizeno@portarthurtx.gov Either party may change its address(es) for the purpose of giving notice hereunder by giving the other party notice thereof in accordance with the provisions of this Section. 10.3 Entire Agreement. This Lease and the Exhibits hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all other prior and contemporaneous agreements and understandings, both oral and written, of the parties in connection therewith. No covenant or condition not expressed in this Lease shall affect or be effective to interpret, change or restrict this Lease. 10.4 Severability. If any term, provision, covenant or condition of this Lease is held by any court of competent jurisdiction to be invalid, void or unenforceable in any respect, the remainder of such term, provision, covenant or condition in every other respect and the 10 5076051.6 remainder of the terms, provisions, covenants or conditions of this Lease shall continue in full force and effect and shall in no way be affected, impaired or invalidated. 10.5 Quiet Enjoyment. Landlord covenants that Tenant, on paying the Rent and performing and observing all of the covenants and agreements herein contained and provided to be performed by Tenant, shall and may peaceably and quietly have, hold, occupy, use, and enjoy the Premises during the Term, and may exercise all of its rights hereunder, subject only to the provisions of this Lease and all applicable legal requirements. 10.6 Governing Law. THIS AGREEMENT HAS BEEN EXECUTED IN THE STATE OF TEXAS AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS. 10.7 Intentionally Omitted. 10.8 Signage. Tenant shall have the right to continue to display its existing signage on the Premises. Tenant shall not display any other signage visible from the exterior of the Premises without the prior written consent of Landlord, which consent shall be in Landlord's sole and absolute discretion. 10.9 Limitation of Landlord's Liability. Tenant specifically agrees to look solely to Landlord's interest in the Premises for the recovery of any judgment against Landlord, it being agreed that Landlord, its officers, directors and employees shall never be personally liable for any such judgment. 10.10 Waiver of Lien by Tenant. Tenant shall have no right, and Tenant hereby waives and relinquishes all rights which Tenant might otherwise have, to claim any nature of lien against the Building or to withhold, deduct from or offset against any Rent or other sums to be paid to Landlord by Tenant (including, without limitation, any and all rights under Texas Property Code section 91.004), and Tenant further acknowledges that it shall have no right or ability to grant any lien in connection with any work performed on the Premises. 10.11 Abandoned Property. Any personal property of Tenant left in the Premises subsequent to the Termination Date shall be deemed to have been abandoned by Tenant. Landlord shall give Tenant thirty (30) days notice to remove such abandoned property from the Premises. If Tenant fails to remove such property prior to the end of said thirty (30) day period, Landlord shall have the right to remove such property from the Premises and either store, sell or otherwise dispose of the same with no liability to Tenant. The terms of this Section shall survive the expiration or other termination of this Lease. [Signature Page Follows] 11 5076051.6 IN WITNESS WHEREOF. the parties hereto have duly executed this Lease effective as of the Effective Date. LANDLORD: AURORA CAPITAL HOLDINGS LLC, a Delaware limited liability company By: Name: Title: TENANT: CITY OF PORT ARTHUR, TEXAS By: Name: Title: ATTEST: City Secretary (SEAL) APPROVED AS TO FORM City Attorney [Signature Page to Lease Agreement] Exhibit A [Depiction of the Premises] -n . > u rn = 3 --z iE R Nirl<<_ i ii .Mlf I' I 4...3 Cf)1 1 t 1i---4 rD , 1-.': i 2. ll 9 H . ;i i l f I 1 I t . 1 a ,1's',.. a t 1 r-� 1'9'1 M Z' 1 f � � 4 Ix 1 i; I �}" .""3 --�u---- '_:� t-_ate-_ t ._._.. — x i i (...r) ifi rF F 4-:.-- f i: HEALTH!DEPARTMi1ENT DARLDINO RE"VIEW ` `� III 'a "I r or rax, "714.1.1...7:61 ,u7n 61 1# PI" .. �.. .v �' I 1 i-14 I I i r` s- ,---7"1 I y I' . L. 1 i , __ - �* 4 t r L.: ..._... : I --.-` --'—''m"--— --'"' I i i ii i 04 4.06 II 1 I ii_ ,,, E----,7, j1 . 1 CD --t 5 ' I I _I,� 5 U I .1.-, C OD9_.•A Ii° C :01 CD li C'D ' Li }' N4 iii l HEALTH DEPARTMENT BUILDfNG REVHEIN [{S 11111' 1��' y..PORT ART14V14 iCL {[ 4 1 al t 'cm.rm.w.,-ram i_.� S 2 Exhibit B [Designated Parking Area] Fir-: - - - • , _ , 'i ‘• . 5., •,, t‘,d, 44 , . • !,' •,.. ‘...' i A.,7"••- •0 ,, ••• . ',k.;.• '14\14'N* .ir lAti-"-."'" '- • ,' ..„,. • • - .4. '„ .k., -. ''4 !•...... - 'I7-'-',,,, P. _ . .. ... . , li_ 44 (t-$ V;ri I...41,1_1 71'1 ' I .1 ,. ._, --A r.,‘ =- .. . ,, , .- . ...- -4.- Ai: , . : I.-....,... -..1. . _ ii/ _ ,,` . \ : , ‘4..... ... 4 : ."'.. ,. .. -„,-.,.. ,. ......• . . ..„. . , _ .. .,..... • ..,'% 0' . . ..4 v P `^ ' ' r , ,.., , , . / - ,. , 41 I 1 Li _.„. , , ,• • 'it,.'iltr'A 116:_t" '-.•"•'I' ' - ',.... i . Lt e114}, tvi.`iK,, . : ' .."-•- .';'''''1?t-e'.4 • - • ' ., ,.‘,1* '14. • S. .., . ...,,..... 0 • ,.,.. Designated Parking Area '4,),,,_ ,.-.• . , . . . , -