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2014-102ORDINANCE NO, 2014 -102 AN ORDINANCE FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE (I) FEE SIMPLE TITLE TO A 10.45 ACRE TRACT; (II) AN ELECTRIC UTILITY EASEMENT ENCUMBERING A 0.802 ACRE TRACT; AND (III) A TEMPORARY CONSTRUCTION EASEMENT ENCUMBERING A 0.521 ACRE TRACT, ALL SAID TRACTS LOCATED IN THE D. CULP SURVEY, ABSTRACT NO. 287 AND THE J. COLTART SURVEY, ABSTRACT NO. 288, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED AND DEPICTED ON EXHIBITS "A ", "B" AND "C ", ATTACHED HERETO AND MADE A PART HEREOF, LOCATED GENERALLY AT THE INTERSECTION OF LOOP 288 AND KINGS ROW (THE "PROPERTY INTERESTS "), FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, MAINTENANCE, OPERATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES, AS WELL AS SUBSTATIONS, (THE "PROJECT "); AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO MAKE AN OFFER TO (1) BROWN DEVELOPMENT I, LTD., A TEXAS LIMITED PARTNERSHIP; JULIE LUELLE BROWN, SUCCESSOR INDEPENDENT EXECUTOR OF THE ESTATE OF GERALD W. BROWN, DECEASED; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST; CONNIE L. BROWN, INDEPENDENT EXECUTOR OF THE ESTATE OF ROBERT M. BROWN, DECEASED; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN EXEMPT FAMILY TRUST; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST (COLLECTIVELY, THE "OWNER "); (2) SUCCESSORS IN INTEREST TO THE OWNER TO THE PROPERTY INTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY INTERESTS, AS MAY BE APPLICABLE, TO PURCHASE THE PROPERTY INTERESTS FOR THE PURCHASE PRICE OF THREE HUNDRED NINETY -TWO THOUSAND, NINE HUNDRED FORTY -FIVE DOLLARS AND 00 /100 ($392,945.00), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE (HEREIN SO CALLED), AS ATTACHED HERETO AND MADE A PART HEREOF AS EXHIBIT "D "; WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas: THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interests by the City of Denton, Texas (the "City "). The City Council hereby finds and determines that the acquisition of the Property Interests is necessary for public use to provide street and roadway expansion and improvements to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is hereby authorized to make a formal offer to purchase the Property Interests to (i) the Owner; (ii) any and all of Owner's successors in interest to the Property Interests; or (iii) any other parties who may own any interest in the Property Interests, as may be applicable. SECTION 3. The City Manager, or his designee, is hereby authorized to (a) execute for and on behalf of the City (i) the Contract of Sale, by and between the City and Owner, or other owners of the Property Interests, as applicable, in the form attached hereto and made a part hereof as Exhibit "D ", with a purchase price of $392,945.00 and other consideration, plus costs and expenses, all as prescribed in the Contract of Sale; and (ii) any other documents necessary for closing the transaction contemplated by the Contract of Sale; and (b) make expenditures in accordance with the terms of the Contract of Sale. SECTION 4. The City Manager, or his designee, is directed, by certified mail, return receipt requested, to disclose to Owner, or other owners of the Property Interests, as applicable, any and all appraisal reports produced or acquired by the City relating specifically to the Owner's property and prepared in the 10 years preceding the date of the offer made by the Contract of Sale. SECTION 5. The offer to Owner, or other owners of the Property Interests, as applicable, shall be made in accordance with all applicable law. SECTION 6. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 7. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: LEGAL DESCRIPTION BEING a 10.45 acre tract of land situated in the J. Coltart Survey, Abstract No. 288 and the D. Culp Survey, Abstract No. 287, City of Denton, Denton County, Texas, and being known as part of a called 200 acre tract of land described in a Deed to Brown Development I, Ltd., as recorded in Document Number 1998 - 001683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a broken concrete monument found for corner at an angle point in the Southwesterly line of S.H. Loop 288, a variable width right -of -way described in a Deed to the State of Texas, as recorded in Volume 1029, Page 134 of the Deed Records of Denton County Texas; THENCE South 02 °34'02" West along the Southwesterly line of said S.H. Loop 288, for a distance of 32.68 feet to a 1/2 inch iron rod with cap stamped "METROPLEX" found for corner in the South line of said State of Texas tract and the South line of said 200 acre tract; THENCE North 87 °36'33" West along the South line of said 200 acre tract, for a distance of 147.55 feet to a PK nail found for corner in King's Row Road; THENCE North 87 006'21" West continuing along the South line of said 200 acre tract, and along and near the Northerly edge of said King's Row Road, for a distance of 752.42 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap found for reference bears North 87 °06'21" West a distance of 482.91 feet; THENCE North 11 °10'04" West departing the South line of said 200 acre tract and said King's Row Road, for a distance of 1030.72 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the Southwesterly line of said S.H. Loop 288, from which a 1/2 inch iron rod with cap stamped "Metroplex" found for reference bears North 44 058'34" West a distance of 178.54 feet; THENCE South 44 058'34" East along the Southwesterly line of said S.H. Loop 288, for a distance of 622.71 feet to a concrete monument found for corner; THENCE South 50 037'22" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 200.32 feet to a broken concrete monument found for corner; THENCE South 47 °58'30" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 679.81 feet to the POINT OF BEGINNING, and containing 10.45 acres of land, more or less. EXHIBIT -�A Page 1 of 2 00 sZ IB g 8 ! g E i t gC P ;e is ➢ �g ! All °a "spaa� �mmII f i® a �s : , b if 6 ➢� �° Sin ��I IMP ; vZ y If x 115 vw l -. - - b a al •'.' r -« J.4.. (�y� �� ,✓ Yee t.. i3h6 h. - -- - ---------- N � r. _. .__.. - -- R...y _w r ' 1 � CP 6PP 3,6E C0.VBN , f 1 6 9 O toll � B aP ate,, CL 1 M ON lomsew ! — - -- Paae 2 of 2 LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 0.802 acre- tract of land. situated, In the J. Coltart 9urvey, Abstract Number 288, City of Denton, Denton County; Texas, and Wag -part of that certain tract of land described In a Deed to Brown -Development.], Ltd.; as recorded In Document Number 98-1683 of thO Rea[ Prop erpy-'Reqords of Denton County, T6xos,, and being more partioutarly described as follows: CO tfa41�NCIl�G at, a SM Inch Iron rod With dap stgmped'INP° setin the Southwesterly line of State Highway Loop :288 �a variable width riqbt-of -way). from which a concrete monument found for,reference bears, ..South 440 58' 34" East a distance of 6201 feet; THENCE South 11' 1004' East departing, the $outhwqs(eri fine of sald[�Siatel Highway loop 206.,fqr a.distance of 641150f0et to a point for comer at the POINT OF tEQINNjK.Q-%t`1h0 herein :46sctibk aooamoot; THENCE South 11,11 10' 04" East possing a 518 inch Iron. rod Wlt.WcAp slarripad "TW" $60or reference at the centerline of the heralmdescribedleasorrigntAt a distance, of 85.73 feet, and confinuing,for atotald(slance of 1-11.46 .1 set 'be a feet to A point for.comer, from whkb a 518 inch iron rod with cap -rNF:P s t bears SdUM 110 101 04, t distance of 849.05 feet: THENCE North 45' 57' 13" West for a distance of 487.71 feet to a point foroomer, -THENCE, North 399 39 W East for a distance of 't03.09 feet toa pointf.o.r comer-on-a non-tangent curve to the right to the Southwe�stor!y line of said State Highway Loop, 288, from Whl.di at broken i concrete monument found for reference at the bojinnIN of said curve bears North 5.3* OWWWast, a: dhord distance of 899.36 feet, THMOE in a Soul Koostedydirection„ along `the $,buthwtoUrly,linb of said StateflighwayLop,208, and a. lo:6ald non-tangent curve to the right haWng a wntral angle of 00' 39' Wl a radius: of 56•0.58: feet, ,a chord beaTihg of South 4W' 11' 19" Ep6tj 6 chord distance of 65.06 feel and' an airs length of 65.-08 feet to a broken concrete, monument found for comer at :the end of said curve., 'THENCE South 48" 1.T 02" East continuing along the Southwesterly line cif said State HighwayLoop 28a, fO a dJstance,of,9.'98 feet to a point for comer; THENCE South 39* 3V W- West departing the Southwesterly line of said *State Highway Loop 288, fora distance of 30,61 toot to a point for cornet; THENCE South- 46 57'43" East for a distance V 310.31 feet to the POINT OF BEGINNING, and Containing 0.802 acres dflandi more or less.- SHEET 1 OF 2 OME13222 ,. in, w bb ob np .10 11 1x1. w CL Ij AIPMM N O CV �k is ,. in, w bb ob np .10 11 1x1. w AIPMM N O CV �k LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMEN'T' 8EINO a 0.621 acre tract of land situated In the J. Coitart Survey, .Abstmct Number 81, City of Denton,. Denton County, Texas, and ing part of, thatcertaiintract.of, land described in a Dead lo. 8rDwn -D.eaelo.pment :I, Ltd- as., recorded in Document Number 98 -1663 of the Real Property Records .of .Denton County, TOxas,. and 'being more particularly described as follows- COMMENCING at a V9 Inch iron rod with cap stamped "TNr set in the Southwesterly line of State Highway Loop 288 (a variable width right -cf- -way), from which a concrete monument found for reference bears South 44° '58' 34" East a distance of 62211 feet; THENCE South 11° 10' 04 "East.departing the Southwesterly line of said State Highway Loop 288, for a distance of 1861+4 feet to a point-for corner atthe POINT OF BEGINNING for the herein described easement; THENCE South:I Vl 101-04 Easifor:a dfstance,of 61.35.feetto a point for comer, from which a 5l8 inch iron rod with Cap stamped IYNP" set bears South 11010' 04" East .a distance :of 787.70 feet; THENCE. f toith:4.5°• $1' 13" West for a distance .df §70.561eet fo a point fvrovtner, THENCE North 39° 36` 0t3 "east for a distance of 136.51 feet -to 'a polnt,foroornor on a non4angerd curve to the right in the $0u westerly± lied Of said State H tibw0y Loop 288, from which a brokan oonotoW tnommont found for reference at the beginning of said curve bears North 636 V' 1'9° West, a chord distance of .45 feet, THENCE' 10 a •Southeastedy direction, along the Southwesterly lime. of said State H10hwisy Loop 268, and along said non-tangent: curve to the -right having a central angle of 00° 21' 25 ", a. radius of 661.9.6€1 feet, a chord bearing of South 486 41' 56 "` East,. 0-chord distance of '35';07 feet and an are, longth of 35.01 feet to a point forcamdr, THENCE South 99° 38'06" West departing the Southwesterly line of-'sold State Highway Loop 188, for 8 distance of 103.09 feet to a point fo.r corner; THENCE South 451 5r 13" East for a. distanc* of 487,71 feet °to .the,AQI'NT OF 15EOINNINC, and containing 0.521 dotes ofland,. more or less; d k SHEETJ OF 2 D.ME1.3222 D f ✓ 1� All ------------ ---------- I - - - - - - - - - - - - fn .3 �� fie', b' tr) co co v 00 1 v (D -i'LO ff w CA 68 4 �� fie', uj CR 2 cl OLL CL c 41NO a 3E' d z M. 0 2, C-14 WW v 4 ins 101 40.1 uj CR 2 cl OLL CL c 41NO a 3E' d z M. 0 2, C-14 WW STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. This Contract of Sale (the "Contract ") is made this r day of , 2014, effective as of the date of execution hereof by Seller, as defined herein (the "Effective Date "), by and between (1) BROWN DEVELOPMENT I, LTD., A TEXAS LIMITED PARTNERSHIP; JULIE LUELLE BROWN, SUCCESSOR INDEPENDENT EXECUTOR OF THE ESTATE OF GERALD W. BROWN, DECEASED; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST; CONNIE L. BROWN, INDEPENDENT EXECUTOR OF THE ESTATE OF ROBERT M. BROWN, DECEASED; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN EXEMPT FAMILY TRUST; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST (COLLECTIVELY, THE "OWNER "); (2) SUCCESSORS IN INTEREST TO THE OWNER TO THE PROPERTY INTERESTS; OR (3) ANY OTHER OWNERS OF THE PROPERTY INTERESTS, AS MAY BE APPLICABLE (collectively referred to herein as "Seller ") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer "). r D ----------- RECITALS WHEREAS, Seller owns that certain tract of land located in the J. Coltart Survey, Abstract Number 288 and the D. Culp Survey, Abstract Number 287 being located in Denton County, Texas (the "Land ") and being affected by the public improvement Project called the Spencer Transmission Line Project ( "Project "); WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land described on Exhibit "A -1" and depicted on Exhibit `B -1 ", together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property "); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, both permanent and temporary construction easements, the scope, location and duration of which are described and shall be memorialized in an Electric Utility Easement (herein, the "Easement "), the form and content of which is shall be substantially similar to the Attachment 2 which is attached hereto and made a part hereof for all purposes as if set forth herein verbatim. The Easement shall grant, sell and convey a permanent easement in, along, over, upon, under and across the tract of land being described on Exhibit "A -2" and depicted on Exhibit `B -2" attached to the Easement, and a temporary construction easement in, along, over, upon, under and across the tract of land being described on Exhibit "A -3" and depicted on Exhibit `B -3" also attached to the Easement. As stated in the Easement, the permanent easement shall be granted for electric utility purposes, and the temporary construction easement shall be granted for construction purposes, the purpose(s), scope and duration of which are further set forth and defined in the Easement. The lands described and depicted in the Exhibits attached to the Easement are collectively referred to herein as the "Easement Lands "; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary fee property and easements for the Project. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, and subject to the reservations herein, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property and the Easement Lands. Seller, subject to the limitation of such reservation made herein, shall reserve, for itself, its heirs, devisees, beneficiaries, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property and the Easement Lands. Seller, its heirs, devisees, beneficiaries, successors and assigns shall not have the right to use or access the Contract of Sale Page 2 of 56 surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property and the Easement Lands is the sum of THREE HUNDRED NINETY -TWO THOUSAND, NINE HUNDRED FORTY -FIVE and No /100 Dollars ($392,945.00) (the "Purchase Price "). 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No /100 Dollars ($1,000.00), as Earnest Money (herein so called) with Title Resources, LLC, 525 South Loop 288 , Suite 125, Denton, Texas, 76205, (the "Title Company "), as escrow agent, within fourteen (14) calendar days of the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's execution and delivery of the Contract. The Independent Contract Consideration is in addition to, and independent of any other consideration Contract of Sale Page 3 of 56 or payment provided in this Contract, is non- refundable, and shall be retained by Seller notwithstanding any other provision of this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment ") for the Property and the Easement Lands, issued by Title Company. The Title Commitment shall set forth the state of title to the Property and the Easement Lands, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights -of -way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception "). (b) Along with the Title Commitment, Seller shall also cause to be delivered to Buyer, at Buyer's sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the "Exception Documents "), including those described in the Title Commitment as exceptions to which the conveyance will be subject and /or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within thirty (30) calendar days after the Effective Date, Seller shall cause to be prepared at Buyer's expense, a current on the ground survey of the Property and the Easement Lands (the "Survey "). The contents of the Survey shall be prepared by a surveyor selected by Buyer and shall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property and Easement Lands, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property and Easement Lands, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and /or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The description of the Property and the Easement Lands as set forth in the Survey, at the Buyer's election, shall be used to describe the Property and the Easement Lands in the deed to convey the Property and to convey the Easement Lands to Buyer, and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period ") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ( "Objections "), if any. All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise Contract of Sale Page 4 of 56 satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is provided notice of Objections, either satisfy the Objections at Seller's sole cost and expense or promptly notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property and the Easement Lands by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer does not agree in writing to an extension of that period, said extension to not exceed an additional thirty (30) calendar days, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.04. Additional Title Commitment. Due to the fact that the effective period of the Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to Buyer, no earlier than ninety one (91) calendar days after the Effective Date and no later than one hundred ten (I 10) calendar days after the Effective Date, a Title Commitment ( "Updated Commitment "), in the form of the Title Commitment prescribed by Section 3.01, above. Buyer shall have fifteen (15) calendar days to review and provide Objections, if any, to the items in the Updated Commitment in the same manner as prescribed by Section 3.03 related to the Title Commitment. All time periods related to review and cure of the Objections, waiver of uncured Objections and termination of this Contract, as set forth in Article III, above, shall be applicable to the Objections by Buyer to the Updated Commitment, if any, and Closing shall be so extended to accommodate such review and cure period. 3.05 Title Policy. At Closing, Seller, at Buyer's sole cost and expense, shall cause a standard Texas Owner's Policy of Title Insurance ( "Title Policy ") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, and that the Buyer has indefeasible title to a permanent easement and temporary easement in the Easement Lands, subject only to the Permitted Exceptions. The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); Contract of Sale Page 5 of 56 (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession "; (d) no liens will be shown on the title commitment. Notwithstanding the enumeration of the following exceptions, amendments and /or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the Effective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period "), based on such tests, examinations, studies, investigations and inspections of the Property and the Easement Lands the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed at Buyer's sole cost, that Buyer finds the Property and the Easement Lands suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property and the Easement Lands, and to conduct a physical inspection of the Property and the Easement Lands, including inspections that invade the surface and subsurface of the Property and the Easement Lands. If Buyer determines, in its sole judgment, that the Property and the Easement Lands are not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the Absolute Review Period, in which case the Earnest Money will be returned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non - confidential and non - privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase and conveyance of the Property and the Easement Lands in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: Contract of Sale Page 6 of 56 (a) The descriptive information concerning the Property and the Easement Lands set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or the Easement Lands, or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property or the Easement Lands, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) The Seller has good and marketable fee simple title to the Property and Easement Lands, subject only to the Permitted Exceptions. (d) The Seller has the full right, power, and authority to sell and convey the Property and the Easement Lands as provided in this Contract and to carry out Seller's obligations hereunder. (e) The Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property or the Easement Lands. (f) The Seller has disclosed to Buyer in writing of any and all facts and circumstances relating to the physical condition of the Property and the Easement Lands that may materially and adversely affect the Property and the Easement Lands and operation or intended operation thereof, or any portion thereof, of which Seller has knowledge. (g) The Seller has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to the Property and the Easement Lands, or will be due as of the Closing, and the Property and the Easement Lands will be subject to no such liens. (h) The Seller shall convey the Property and the Easement Lands free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property or the Easement Lands. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos - containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Contract of Sale Page 7 of 56 Law or that would or may pose a health, safety or environmental hazard. As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean -up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Resource Conservation and Recovery Act (42 U.S.C. 6901, et seq.), as amended, Toxic Substance Control Act, 15 U.S.C. 2601, et seq., and state superlien and environmental clean -up statutes and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (1) The Seller is not a "foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property and the Easement Lands, true, correct, and complete copies of the following: (i) All lease agreements and /or occupancy agreements and /or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property and the Easement Lands, or any part thereof, including any and all modifications, supplements, and amendments thereto (the "Leases "). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments thereto, with respect to the Property and the Easement Lands that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance or any other agreement of any kind with respect to, or affecting, the Property and the Easement Lands that will not be fully performed on or before the Closing or would be binding on Buyer or the Property and the Contract of Sale Page 8 of 56 Easement Lands after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property and the Easement Lands, or either one of them. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property and the Easement Lands, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buyer harmless, to the extent permitted by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a result of any liens or claims resulting from labor or materials furnished to the Property and the Easement Lands under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed or Electric Utility Easement, as described in Article VII, Section 7.02(a). ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANCE 6.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements. Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been performed, as applicable, as of the Closing Date, except where specific reference is made to another date. 6.03 Adverse Change. Buyer is not obligated to perform under this Contract, if on the date of Closing, any portion of the Property or the Easement Lands has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than Buyer, or the Property, the Easement Lands, or any Contract of Sale Page 9 of 56 part thereof, has been materially or adversely impaired in any manner. 6.04 Review Period. Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.01 that Buyer has determined that the Property or the Easement Lands are unsuitable to or for Buyer's purposes. 6.05 Buyer's Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of Buyer's obligations under this Contract have not been satisfied by Seller or waived by the Buyer, the Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the Earnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written request from Buyer, promptly issue the instructions necessary to instruct the Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall be one hundred and eighty (180) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form specified in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached hereto as Attachment "1 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) The Electric Utility Easement, substantially in the form as attached hereto as Attachment "2 ", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iv) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. Contract of Sale Page 10 of 56 (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated between Seller and Buyer as of the Closing Date. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. As soon as the amount of taxes levied against the Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing) and Buyer shall pay for those taxes attributable to the period of time commencing with the Closing Date. 7.04 Possession at Closing. Possession of the Property in fee and the easement rights of the Easement Lands shall be delivered to Buyer at Closing. 7.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs and expenses identified herein as being the responsibility of Buyer. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identified herein, such costs or expenses shall be allocated between the parties in the customary manner for closings of real property similar to the Property and the Easement Lands in Denton County, Texas. ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. Contract of Sale Page 11 of 56 (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedies. If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Earnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary to cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey both the Property and the Easement Lands, or either one of them, to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract, or otherwise. 8.02 Buyer's Default and Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following: Contract of Sale Page 12 of 56 (i) Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by telephonic facsimile, by hand delivery or by United States Mail, and shall be deemed to be delivered, upon the earlier to occur of (a) the date provided if provided by telephonic facsimile or hand delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYER: Telecopy Copies to: For Seller: Telecopy: City of Denton Paul Williamson Real Estate and Capital Support 901 -A Texas Street Denton, Texas 76209 Telecopy: (940) 349 -8951 For Buyer: Scott W. Hickey, Attorney at Law Kelsey, Kelsey & Hickey, PLLC P.O. Box 918 Denton, Texas 76202 Telecopy: (940) 387 -9553 9.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE IN DENTON COUNTY, TEXAS. 9.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property and the Easement Lands, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. Contract of Sale Page 13 of 56 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors, beneficiaries and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public. 9.05 Risk of Loss. If any damage or destruction to the Property or the Easement Lands shall occur prior to Closing, or if any condemnation or any eminent domain proceedings are threatened or initiated by an entity or party other than Buyer that might result in the taking of any portion of the Property or the Easement Lands, Buyer may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to both the Property and the Easement Lands, or either one of them, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property or the Easement Lands, or both of them, related to the eminent domain proceedings. Buyer shall have a period of up to ten (10) calendar days after receipt of written notification from Seller on the final settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property or the Easement Lands, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned by Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and /or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and /or deliver, or cause to be performed, executed and /or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. Contract of Sale Page 14 of 56 9.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Frank Payne, P.E., City Engineer of Buyer, or his designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.11 Business Days. If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be the next following regular business day. 9.12 Relocation. Relocation advisory services and relocation financial assistance, if applicable pursuant to Ordinance No. 2012 -073 (the "Relocation Ordinance "), shall be administered as provided by the Relocation Ordinance, aside and apart from the transaction contemplated by this Contract. SELLER: BROWN DEVELOPMENT I, LTD., a Texas limited partnership By: BROWN DEVELOPMENT CORPORATION its general partner Capacity: THE ESTATE OF GERALD W. BROWN, DECEASED JULIE LUELLE BROWN, AS SUCCESSOR INDEPENDENT EXECUTOR THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE Contract of Sale Page 15 of 56 THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE Contract of Sale Page 16 of 56 THE HNGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ESTATE OF ROBERT M. BROWN, DECEASED CONNIE L. BROWN, AS INDEPENDENT EXECUTOR THE ROBERT M. BROWN EXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE Executed by Seller on the day of Contract of Sale Page 17 of 56 2014. BUYER: GE kdE C, CAMPBELL, CITY MANAGER Executed by Buyer on the - day of , 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: SCOTT W. HICKEY, KELSEY, KELSEY & HICKEY, PLLC BY: Contract of Sale Page 18 of 56 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of an executed copy of this Contract. Title Company agrees to comply with, and be bound by, the terms and provisions of this Contract and to perform its duties pursuant to the provisions of this Contract and comply with Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further set forth in any regulations or forms promulgated thereunder. TITLE COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381 -1006 Telecopy: (940) 898 -0121 M Printed Name: Title: Contract receipt date: --",2014 ,,,, —, 2014 Contract of Sale Page 19 of 56 Exhibit A -1 LEGAL DESCRIPTION BEING a 10.45 acre tract of land situated in the J. Coltart Survey, Abstract No. 288 and the D. Culp Survey, Abstract No. 287, City of Denton, Denton County, Texas, and being known as part of a called 200 acre tract of land described in a Deed to Brown Development I, Ltd., as recorded in Document Number 1998 - 001683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a broken concrete monument found for corner at an angle point in the Southwesterly line of S.H. Loop 288, a variable width right -of -way described in a Deed to the State of Texas, as recorded in Volume 1029, Page 134 of the Deed Records of Denton County Texas; THENCE South 02 °34'02" West along the Southwesterly line of said S.H. Loop 288, for a distance of 32.68 feet to a 1/2 inch iron rod with cap stamped "METROPLEX" found for corner in the South line of said State of Texas tract and the South line of said 200 acre tract; THENCE North 87 °36'33" West along the South line of said 200 acre tract, for a distance of 147.55 feet to a PK nail found for corner In King's Row Road; THENCE North 87 °06'21" West continuing along the South line of said 200 acre tract, and along and near the Northerly edge of said King's Row Road, for a distance of 752.42 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap found for reference bears North 87 °06'21" West a distance of 482.91 feet; THENCE North 11 °10'04" West departing the South line of said 200 acre tract and said King's Row Road, for a distance of 1030.72 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the Southwesterly line of said S.H. Loop 288, from which a 1/2 inch iron rod with cap stamped "Metroplex" found for reference bears North 44 °58'34" West a distance of 178.54 feet; THENCE South 44 °58'34" East along the Southwesterly line of said S.H. Loop 288, for a distance of 622.71 feet to a concrete monument found for corner; THENCE South 50 °37'22" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 200.32 feet to a broken concrete monument found for corner; THENCE South 47 °58'30" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 679.81 feet to the POINT OF BEGINNING, and containing 10.45 acres of land, more or less. Contract of Sale Page 20 of 56 a' J Exhibit B -1 1 q� , I m m as .k N A i a6 1 .q i ,} �' N +fir ig Imp AI ------- :tea �+ IgnYyB z 6 a k Fr «w a C�IFI ---------- ream_ q 9 LIN :� ,Ra was a at,cc u , i!A Ny ; y � 31 Fi� aysm -e®" � w"»'i�. ���� �,m� a-�w i � q� • �'ry � s � � �q ° � E' � � � 11 wti f to ON.LDVHL V ABAUVIS N3>JOVtl09M1'B H 3C pares 71 of 56 EXHIBIT "A " -2 LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 0.802 acre tract of land situated in the J. Coltart Survey, Abstract Number 288, City of Denton, Denton County, Texas, and being. part of that certain tract of land described In a Deed to Brown Development 1, Ltd., as recorded in Document Number 98 -1683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 518 Inch iron rod with cap stamped "TNP" set in the Southwesterly line of State Highway Loop 288 ('a variable width .right -of -way), from which a concrete monument found for reference bears South 44" 58' 34" East a distance of 622.71 feet; THENCE South 11 ° 10' 04" East departing the Southwesterly line of said State Highway Loop 288, for a distance of 54.68 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 110 10' 04" East passing a 518 inch iron rod with .cap stamped "TNP" set for reference at the centerline of the herein described easement at a distance of 65.73feet, and continuing for a total distance of'131.46 feetto a point for comer, from which a 518 inch iron rod with cap stamped "TNP" set bears South 116 10'04" East a distance of 849.05 feet; THENCE North 456 57' 13" Vilest for a distance of 487.71 feet to a point for Comer; THENCE North 39° 38' 06" East for a distance of 103.09 feet to a point for comer on a non- tangent curve to the right in the Southwesterly line of said State Highway .Loop 288, from which a broken concrete monument found .for reference at the beginning of said curve bears North 53" 06' 36" West, a chord distance of 899.36 feet, THENCE in a Southeasterly direction, along the Southwesterly line of said State Highway Loop 288, and along said non - tangent curve to the right having a central angle of 00" 39' 49 ", a radius of 5619.56 feet, a chord bearing of South 48° 11' 19" East, a chord distance of 65.08 feet and an arc length of 65.08 feet to a broken concrete monument found for comer at the end of said curve; THENCE South 480 13' 02" East continuing along the Southwesterly line of said State Highway Loop 268, for a distance of 9:98 feet to a point for corner; THENCE South 39° 38'00" West departing the Southwesterly line of said State Highway Loop 288, for a distance of 30.81 feet to a point for corner; THENCE South 45° 57' 13" East for a distance of 310.31 feetto the POINT OF BEGINNING, and containing 0.802 acres of land, more or Jess. Contract of Sale Page 22 of 56 SHEET 1 OF 2 DME13222 /'N m _m W �J 2� 0 Exhibit B -2 / a r II CL rn a 4 aeBc T d r* • Z LL z b`'Fv OV 00 f W W r - O / 00 mMy +` 0 op Id A C4 MCI Cl a / - / , / „ate—. NN co w Page 23 of 56 +ry " s� S0 .Q uj C} t yie"1 3 o CL 9 F_gz9 & o CL z (Z 4 ® ® 0 V E I I Page 23 of 56 r (c® C-4 0 `N Z C CV 0 0) +ry " s� S0 .Q " k C} t yie"1 r (c® C-4 0 `N Z C CV 0 0) +ry " S0 0 " k C} r (c® C-4 0 `N Z C CV 0 0) EXHIBIT "A " -3 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.521 acre tract of land situated In the J. Coltert Surrey, Abstract Number 288, City of Denton, Denton County, Texas, and being part of that certain tract of land described in a Deed to Brown Development 1, Ltd., as recorded In Document Number 98 -1583 of the Real Property Records of Menton County, Texas, and being more particularly described as follows: COMMENCING at a 518 Inch iron rod with cap stamped "TNP" set in the Southwesterly line of State Highway Loop 288 (a variable: width right -of -way), from which a concrete monument found for reference bears South 44" 58' 34" East a distance of 622,71 feet; THENCE South 11" 10` 04" East departing the Southwesterly line of said State Highway Loop 288, for a distance of 18614 feet to a point for corner at the POINT OF BEGINNING for the herein described easement;: THENCE South 11" 1:0'04" East for a distance of 61.35 feet to a point for comer, from which a 518 inch iron rod with cap stamped "TNP" set bears South 11° 10' 04" East a distance of 787.70 feet; THENCE North 45° 57' 13" West for a distance of 570.50 feet to a point for corner; THENCE North 39' 38'06" East for a distance of 136.51 feet to a point for corner on a non - tangent curve to the right in the Southwesterly line of said State Highway Loop 288, from which a broken concrete monument found for reference at the beginning of said curve bears North 53° 17' 19" West, a chord distance of 864.45 feet, THENCE in a Southeasterly direction, along the Southwesterly line of said State Highway Loop 288, and along said non - tangent curve to the right having a central angle of 00° 21' 25 ", a radius of 5619.58 feet, a chord bearing of South 48° 41'56" East, a chord distance of 35.01 feet and an arc length of 35.01 feet to a point for corner; THENCE South 39" 38' 06" West departing the Southwesterly line of said State Highway Loop 288, for a distance of 103.09 feet to a point for corner; THENCE South 450 57' 13" East for a distance of 487,71 fleet to.the POINT OF BEGINNING, .and containing 0.521 acres of land, more or lose, e:�5u tj_ JtAl� Todd B. Turner, R.P.L.S, Jan. 21, 2014 Jan. 7, 2014 — Field T.B.P.L.S. Firm 10011601 Contract of Sale Page 24 of 56 SHEET 1 OF 2 DME13222 Exhibit B -3 CL - t� -- - r Y ----------- -- f' 04 o / ,. ° q LI IV z Eck d7 � ✓ 4 Cad /' �__ ° m - -- __ ul I 2- WN ., Of L Ban 0, c lid, �jdd�J d �J�U COGS�� al Contract of Sale parrs 2S of 56 �iJ r W �aQ O � 11y�y�y�PP d �M f+ m Ida spN g v d W $ D Y i L® I ®® O Contract of Sale parrs 2S of 56 �iJ r �aQ O � 11y�y�y�PP d T m spN g s �I Tr b W IIIRI ° �ZO U � N ~ O. m o c s, ►S! CqL N M �n P, IN 0 w w NL�d Nom_ ; C p N p� +�' C LZ ATTACHMENT "1" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS THAT, BROWN DEVELOPMENT I, LTD., A TEXAS LIMITED PARTNERSHIP; JULIE LUELLE BROWN, SUCCESSOR INDEPENDENT EXECUTOR OF THE ESTATE OF GERALD W. BROWN, DECEASED; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST; ALICIA MARGARET Contract of Sale Page 26 of 56 NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST; CONNIE L. BROWN, INDEPENDENT EXECUTOR OF THE ESTATE OF ROBERT M. BROWN, DECEASED; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN EXEMPT FAMILY TRUST; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST, ( herein called "Grantor "), for and in consideration of the sum of TEN AND NO /100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule Municipal Corporation (herein called "Grantee "), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A -1 ", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property "). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its heirs, beneficiaries, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its heirs, beneficiaries, devisees, successors and assigns shall not have the right to use or access the surface of the Property, in any way, manner or form, in connection with or related to the reserved oil, gas, and other minerals and /or related to exploration and /or production of the oil, gas and other minerals reserved herein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and /or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and /or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated Contract of Sale Page 27 of 56 hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) that any reasonable extraction, mining or other exploration and /or production method, operation, process or procedure would consume, deplete or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is hereby made for all purposes and incorporated by reference as is fully set forth herein.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's heirs, beneficiaries, devisees, successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of. , 2014 BROWN DEVELOPMENT I, LTD., a Texas limited partnership By: BROWN DEVELOPMENT CORPORATION its general partner Capacity: Contract of Sale Page 28 of 56 THE ESTATE OF GERALD W. BROWN, DECEASED JULIE LUELLE BROWN, AS SUCCESSOR INDEPENDENT EXECUTOR THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE Contract of Sale Page 29 of 56 THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ESTATE OF ROBERT M. BROWN, DECEASED CONNIE L. BROWN, AS INDEPENDENT EXECUTOR THE ROBERT M. BROWN EXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE Contract of Sale Page 30 of 56 THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE ACKNOWLEDGMENT THE STATE OF COUNTY OF This instrument was acknowledged before me on the day of , 2014 by as of BROWN DEVELOPMENT CORPORATION, the general partner of BROWN DEVELOPMENT I, LTD., a Texas limited partnership, and acknowledged to me that his /her signature is the act of the said partnership and that he /she executed the same on behalf of the said partnership and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JULIE LUELLE BROWN, SUCCESSOR INDEPENDENT EXECUTOR of THE ESTATE OF GERALD W. BROWN, DECEASED, on behalf of the said estate and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 31 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of _ , 2014, by JULIE LUELLE BROWN, Trustee of THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JULIE LUELLE BROWN, Trustee of THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 32 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by GERALD W. BROWN, II, Trustee of THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 72014, by GERALD W. BROWN, II, Trustee of THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 33 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JASON EDWIN BROWN, Trustee of THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 12014, by JASON EDWIN BROWN, Trustee of THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 34 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JINGER JEANNINE BROWN, Trustee of THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 12014, by JINGER JEANNINE BROWN, Trustee of THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 35 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by ALICIA MARGARET NOEL BROWN, Trustee of THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by ALICIA MARGARET NOEL BROWN, Trustee of THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires:. Contract of Sale Page 36 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by CONNIE L. BROWN, Independent Executor of THE ESTATE OF ROBERT M. BROWN, DECEASED, on behalf of the said estate and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by CONNIE L. BROWN, Trustee of THE ROBERT M. BROWN EXEMPT FAMILY TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 2014„ by CONNIE L. BROWN, Trustee of THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: Upon Filing Return To: Send Tax Billing Statements To: The City of Denton - Engineering The City of Denton Attn: Paul Williamson Attn: Finance Department 901 -A Texas Street 215 East McKinney Street Denton, TX 76209 Denton, Texas 76201 Contract of Sale Page 37 of 56 Exhibit A -1 LEGAL DESCRIPTION BEING a 10.45 acre tract of land situated in the J. Coltart Survey, Abstract No. 288 and the D. Culp Survey, Abstract No. 287, City of Denton, Denton County, Texas, and being known as part of a called 200 acre tract of land described in a Deed to Brown Development I, Ltd., as recorded in Document Number 1998 - 001683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a broken concrete monument found for corner at an angle point in the Southwesterly line of S.H. Loop 288, a variable width right -of -way described in a Deed to the State of Texas, as recorded in Volume 1029, Page 134 of the Deed Records of Denton County Texas; THENCE South 02 034'02" West along the Southwesterly line of said S.H. Loop 288, for a distance of 32.68 feet to a 1/2 inch iron rod with cap stamped "METROPLEX" found for corner in the South line of said State of Texas tract and the South line of said 200 acre tract; THENCE North 87 °36'33" West along the South line of said 200 acre tract, for a distance of 147.55 feet to a PK nail found for corner in King's Row Road; THENCE North 87 °06'21" West continuing along the South line of said 200 acre tract, and along and near the Northerly edge of said King's Row Road, for a distance of 752.42 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap found for reference bears North 87 °06'21" West a distance of 482.91 feet; THENCE North 11 °10'04" West departing the South line of said 200 acre tract and said King's Row Road, for a distance of 1030.72 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the Southwesterly line of said S.H. Loop 288, from which a 1/2 inch iron rod with cap stamped "Metroplex" found for reference bears North 44 °58'34" West a distance of 178.54 feet; THENCE South 44 058'34" East along the Southwesterly line of said S.H. Loop 288, for a distance of 622.71 feet to a concrete monument found for corner; THENCE South 50 037'22" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 200.32 feet to a broken concrete monument found for corner; THENCE South 47 °58'30" East continuing along the Southwesterly line of said S.H. Loop 288, for a distance of 679.81 feet to the POINT OF BEGINNING, and containing 10.45 acres of land, more or less. Contract of Sale Page 38 of 56 ATTACHMENT "2" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, BROWN DEVELOPMENT I, LTD., a Texas limited partnership; JULIE LUELLE BROWN, SUCCESSOR INDEPENDENT EXECUTOR OF THE ESTATE OF GERALD W. BROWN, DECEASED; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JULIE LUELLE BROWN, TRUSTEE OF THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; GERALD W. BROWN, II, TRUSTEE OF THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JASON EDWIN BROWN, TRUSTEE OF THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST Contract of Sale Page 39 of 56 UNDER THE WILL OF GERALD W. BROWN; JINGER JEANNINE BROWN, TRUSTEE OF THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST; ALICIA MARGARET NOEL BROWN, TRUSTEE OF THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST; CONNIE L. BROWN, INDEPENDENT EXECUTOR OF THE ESTATE OF ROBERT M. BROWN, DECEASED; CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN EXEMPT FAMILY TRUST; and CONNIE L. BROWN, TRUSTEE OF THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST (the "GRANTOR "), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ( "GRANTEE ") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, exclusive and unobstructed easements and rights of way and a temporary construction easement (collectively, the "EASEMENT ") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and /or above ground electric transmission and electric distribution power and /or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES "), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.802 acres and being more particularly described on Exhibit "A -2" and depicted on Exhibit "B -2 ", attached hereto and incorporated into Contract of Sale Page 40 of 56 this document by reference (the "EASEMENT PROPERTY "). GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of and right to construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant, including access over, across and upon the EASEMENT PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and /or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and /or across the EASEMENT PROPERTY without prior written consent of GRANTEE. For the same consideration GRANTOR does hereby grant, bargain, sell and convey unto GRANTEE a temporary workspace or temporary construction easement (the "Temporary Construction Easement ") on, in, upon, under, over, through and across that certain real property situated in Denton County, Texas, being approximately 0.521 acres and being more particularly described on Exhibit "A -3" and depicted on Exhibit "B -3" (the "TEMPORARY CONSTRUCTION EASEMENT PROPERTY ") for the use by GRANTEE, its agents, employees, contractors, subcontractors, workmen, and representatives only in connection with and during the original construction of the FACILITIES. GRANTEE, its agents, employees, contractors, subcontractors, workmen, and representatives shall: 1) have the right of ingress, Contract of Sale Page 41 of 56 egress and regress in, along, upon, under and across said TEMPORARY CONSTRUCTION EASEMENT PROPERTY for the purpose of access, staging of materials and equipment, construction and grading activities or any part thereof, and; 2) without the payment of additional consideration, have the right to clear and remove from the TEMPORARY CONSTRUCTION EASEMENT PROPERTY such fences, signage, buildings, vegetation and trees and other obstructions as may now be found therein. The Temporary Construction Easement shall commence on the date of the "Contractor Notice to Proceed" to begin construction of the FACILITIES and terminate two (2) years from such date of the "Contractor Notice to Proceed ". GRANTOR, for itself, its heirs, beneficiaries, devisees, successors and assigns, subject to the terms herein, expressly reserves the right to occupy and use the EASEMENT PROPERTY for all other purposes that will not interfere with the GRANTEE'S full enjoyment of the EASEMENT and /or the exercise of GRANTEE's rights hereunder. GRANTOR acknowledges the EASEMENT granted herein is exclusive, so as to exclude all other utility providers or any other party's use of the EASEMENT PROPERTY; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereof. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove Contract of Sale Page 42 of 56 trees as provided herein, together with the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR represents and warrants to GRANTEE that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements of any kind ( "UNPERMITTED STRUCTURES ") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the EASEMENT PROPERTY and if any UNPERMITTED STRUCTURES are hereafter constructed or permitted by GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the reasonable actual costs of such removal. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and its heirs, beneficiaries, devisees, successors, and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through or under GRANTOR, and not otherwise. WITNESS THE EXECUTION HEREOF on the _ day of , 2014. Contract of Sale Page 43 of 56 GRANTOR: BROWN DEVELOPMENT I, LTD., a Texas limited partnership By: BROWN DEVELOPMENT CORPORATION its general partner Capacity: THE ESTATE OF GERALD W. BROWN, DECEASED JULIE LUELLE BROWN, AS SUCCESSOR INDEPENDENT EXECUTOR THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JULIE LUELLE BROWN, AS TRUSTEE THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN GERALD W. BROWN, II, AS TRUSTEE Contract of Sale Page 44 of 56 THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JASON EDWIN BROWN, AS TRUSTEE THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN JINGER JEANNINE BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST ALICIA MARGARET NOEL BROWN, AS TRUSTEE THE ESTATE OF ROBERT M. BROWN, DECEASED CONNIE L. BROWN, AS INDEPENDENT EXECUTOR Contract of Sale Page 45 of 56 THE ROBERT M. BROWN EXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST CONNIE L. BROWN, AS TRUSTEE ACKNOWLEDGMENT THE STATE OF COUNTY OF This instrument was acknowledged before me on the day of , 2014, by as _ of BROWN DEVELOPMENT CORPORATION, the general partner of BROWN DEVELOPMENT I, LTD., a Texas limited partnership, and acknowledged to me that his /her signature is the act of the said partnership and that he /she executed the same on behalf of the said partnership and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of _ , 2014, by JULIE LUELLE BROWN as SUCCESSOR INDEPENDENT EXECUTOR of THE ESTATE OF GERALD W. BROWN, DECEASED, on behalf of the said estate and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 46 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JULIE LUELLE BROWN as Trustee of THE JULIE LUELLE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of — '2014, by JULIE LUELLE BROWN as Trustee of THE JULIE LUELLE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 47 of 56 THE STATE OF § COUNTY OF § This instrument was acknowledged before me on this day of _ 52014, by GERALD W. BROWN, II as Trustee of THE GERALD W. BROWN, II NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of by GERALD W. BROWN, II as Trustee of THE GERALD W. BROWN, II EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 48 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JASON EDWIN BROWN as Trustee of THE JASON EDWIN BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of - , 2014, by JASON EDWIN BROWN as Trustee of THE JASON EDWIN BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 49 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of —_, 2014, by JINGER JEANNINE BROWN as Trustee of THE JINGER JEANNINE BROWN NONEXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by JINGER JEANNINE BROWN as Trustee of THE JINGER JEANNINE BROWN EXEMPT LIFETIME TRUST UNDER THE WILL OF GERALD W. BROWN, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 50 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of _ , 2014, by ALICIA MARGARET NOEL BROWN as Trustee of THE ALICIA MARGARET NOEL BROWN NONEXEMPT LIFETIME TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by ALICIA MARGARET NOEL BROWN as Trustee of THE ALICIA MARGARET NOEL BROWN EXEMPT LIFETIME TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. My Commission Expires: Notary Public, in and for the State of Texas Contract of Sale Page 51 of 56 THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 12014, by CONNIE L. BROWN as Independent Executor of THE ESTATE OF ROBERT M. BROWN, DECEASED, on behalf of the said estate and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of , 2014, by CONNIE L. BROWN as Trustee of THE ROBERT M. BROWN EXEMPT FAMILY TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: THE STATE OF COUNTY OF This instrument was acknowledged before me on this day of 2014, by CONNIE L. BROWN as Trustee of THE ROBERT M. BROWN NONEXEMPT FAMILY TRUST, a Texas trust on behalf of the said trust and in the capacity therein stated. Notary Public, in and for the State of Texas My Commission Expires: AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901 -A Texas Street, 2nd Floor Denton, Texas 76209 Attn: Paul Williamson Contract of Sale Page 52 of 56 EXHIBIT "A " -2 LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 0.802 acre tract of land situated in the J. Coltart Survey, Abstract Number 288, City of Denton, Denton County, Texas, and being part of that certain tract of land described In a Deed to Brown Development I, Ltd., as recorded in Document Number 98 -1683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 5/8 inch iron rod with cap stamped "TNP" set In the Southwesterly line of State Highway Loop 288 (a variable width right -of -way), from which a concrete monument found for reference bears South 44° 58' 34" East a distance of 622.71 feet; THENCE South 11 10' 04" East departing the Southwesterly line: of said State Highway Loop 286, for a distance of 54.68 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 11' 10' 04" East passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at the centerline of the herein described easement.at a distance of 65.73 feet, and continuing for a total distance of 131.46 feet to a point for comer, from which a 5/8 Inch Iron rod with cap stamped "TNP" set bears South 11' 10' 04" East a distance of 849.05 feet; THENCE North 45" 57' 13" West for a distance of 487.71 feet to a point for comer; THENCE North 39' 38' 06" Eastfor a distance of 103.09 feet to a point for comer on a non - tangent curve to the right in the Southwesterly line of said State Highway Loop 288, from which a broken concrete monument found for reference. at the beginning of said curve bears North 53' 06' 36" West, a chord distance of 899.36 .feet, THENCE in a Southeasterly direction, along the Southwesterly line of said State Highway Loop 288, and along said non - tangent curve to the right having a central angle of .00' 39' 49 ", a .radius of 5619.58 feet, a chord bearing of South 48' 11' 19" East, a chord distance of 66.08 feet .and an arc length of 65.08 feet to a broken concrete monument found for corner at the end of said curve; THENCE South 48' 13' 02" East continuing along the Southwesterly line of said State Highway Loop 288, for a distance of 9.98 feet to a point for corner; THENCE South 39' 38' 06" West departing the Southwesterly line of said .State Highway Loop 288, for a distance of 30.81 feet to a point for corner, THENCE South 450 57' 13" East for a distance of 310.31 feet to the POINT OF BEGINNING, and containing 0.802 acres of land, more or less. dB. .L.S. Jan. 21, 2014 Jan. 7, 2014 — Field T.B.P.L.S. Firm 10011601 Contract of Sale SHEET 1 OF 2 DME13222 Page 53 of 56 /N ;;I Exhibit B-2 416 lu -/ - --- - --------- ----- --------------- C N 05 C*4 4b ,z LL 0. C2 #V 0 ---------- ------ ---- 11L L2 Ld ij CL 0 CL in----- ----- ------------- ---------------- ------------ ----------- m LO ul z CO V1 or II II II Z. -j LO in CL L C3 Contract of Sale CA —4 MC LAW,. m O LD. 0 C14 U- 0 Nd 6 z eN N 4) E LL o tj F- 15 &1 9 IN 12 x13 Contract of Sale CA —4 MC LAW,. m O LD. 0 C14 U- 0 Nd 6 z eN N 4) E LL 2NO &1 9 IN Contract of Sale CA —4 MC LAW,. m O LD. 0 C14 U- 0 Nd 6 z eN N 4) E LL EXHIBIT "A" -3 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.521 acre tract of land situated in the J. Coltart Survey, Abstract Number 288, City of Denton, Denton County, Texas, and being part of that certain tract of land described in a: Deed to Brown Development I, Ltd., as recorded In Document :Number 98 -1683 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 518 inchiron rod with cap stamped "TNP" sefln the Southwesterly line of State Highway Loop 288: (a variable width right of =way), from which a concrete monument found for reference bears South 44° 58' 34" East a distance of 622.71 feet; THENCE South 11' 10' 04" East departing the Southwesterly line of said State Highway Loop 288, for a. distance of 186.14 feet to a point for corner at the POINT OF BEGINNING for the herein described easement; THENCE South 11 ° 10'04' East for a distance of 61.35 feet to a point for corner, from which a 518 inch iron rod with cap stamped "TNP" set bears South 110 10' 04" East a distance of 787.70 feet; THENCE North 450 67' 13" West for a distance of 570.50 feet to a point for corner; THENCE North 39° 38'06" East fora distance of 135.51 feet to a point for comer on a non- tangent curve to the right in the Southwesterly line of said State Highway Loop 288, from which a broken concrete monument found for reference at the beginning of said curve bears North 63° 17' 1'9" West, a chord distance of 864.45 feet; THENCE in a Southeasterly direction, along the Southwesterly line of said State Highway Loop 288, and along said non - tangent. curve to the right havingi a .central angle of 00° 21' 25% a radius of 5619:58 feet, a chord bearing of South 48° 41' 56" East, a chord distance of 35.01 feet and an are length of 35,01 feet to a point for comer; THENCE South 39° 38'06* West departing the Southwesterly line of said State Highway Loop 288, for a distance of 103.09 feet to a point for corner; THENCE South 450 57' 13" East for a distance of 487.71 feet to the POINT OF BEGINNING, and containing 0.52-1 acres of land, more or less. Todd B. Turner, R.P.L.S. Jan. 21, 2014 Jan. 7, 2014 — Field T.B.P.L.S. Firm 1001:1601 Contract of Sale Page 55 of 56 SHEET 1 OF 2 DME13222 Exhibit B -3 O. I.' I r ro ;V - -p /- -_ _ ------------ tQ, / (D Z '. a Z � - _Y� 044 W - - _ CL gLL11`l9`0 1 m bus r . � jai m - _,v-- _ _r..,n... ._=— 4 :'' a.t pp 1p�p W° $ m .0 N � OI C N.�-F- �u�ar zC� ~aFa�t -�ti r . II rri II a . 8. II �o °31E b-a�SyzcL E 2 r N T W CD V) IU u �v 04 �zoe 'l u po m / C 23 et°Or, O. I.' I r ro ;V - -p /- -_ _ ------------ tQ, / (D Z '. a Z � - _Y� 044 W - - _ CL gLL11`l9`0 1 m bus r . � jai m - _,v-- _ _r..,n... ._=— 4 :'' a.t pp 1p�p W° $ m .0 N � OI C N.�-F- �u�ar zC� ~aFa�t -�ti r . II rri II a . 8. II �o °31E b-a�SyzcL E 2 Page 56 of 56 l f^ �q 1 3 0 H } 2 $ U O C In' C. W b LO d *iz a6 00 ter: N` W m O O' N H W � � r NN .7O N�� C® ® N d� r..° w G E• r N T Page 56 of 56 l f^ �q 1 3 0 H } 2 $ U O C In' C. 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