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2014-171s:\legal\our documents\ordinances\14\wolski counteroffer ordinance.C�OC ORDINANCE NO. 2014-171 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A COUNTEROFFER TO THE CONTRACT OF SALE BY AND BETWEEN DR. EDWARD F. WOLSKI ("OWNER") AND THE CITY OF DENTON, TEXAS ("BUYER") TO ACQUIRE FEE SIMPLE TO A 10.070-ACRE TRACT LOCATED IN THE J.S. COLLARD SURVEY, ABSTRACT NO. 297, 1N THE CITY OF DENTON, DENTON COUNTY, TEXAS, GENERALLY LOCATED NORTH OF R1NEY ROAD AND EAST OF BONNIE BRAE DRIVE, FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, MAINTENANCE, OPERATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES, AS WELL AS SUBSTATIONS, FOR THE PURCHASE PRICE OF ONE MILLION TWO HUNDRED FIFTY EIGHT THOUSAND NINE HUNDRED AND TWENTY THREE DOLLARS AND TWENTY CENTS ($1,258,923.20), AND OTHER CONSIDERATION, AS PRESCRIBED IN THE CONTRACT OF SALE AS DESCRIBED IN THE ORDINANCE AS ATTACHED AS EXHIBIT ONE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas made an offer to the Owner to purchase the Property Interests; WHEREAS, the Owner has made a counteroffer to the City; WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best interest to agree to it; and WHEREAS, after due consideration of the public interest and necessity and the public use and benefit to accrue to the City of Denton, Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated by reference as true. SECTION 2. Ordinance No. 2014-136, passed and approved on May 6, 2104, which authorized the City Manager, or his designee, to execute a Contract of Sale by and between the City of Denton, Texas ("City") and Owner, is repealed and replaced with this ordinance. SECTION 3. The City Council finds that a public use and necessity exists, and the public welfare and convenience require, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds and determines that the acquisition of the Property Interests is necessary for the public use to expand and improve the Denton Municipal Electric distribution and transmission system, including the construction and/or improvement of substations, to serve the public and the citizens of the City. SECTION 4. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the counteroffer from Owner as represented by the attached Contract of Sale, by and between the City and Owner, in the form attached hereto and made a part hereof, with a purchase price of $1,258,923.20, as prescribed in the Contract of Sale; and (ii) any other documents necessary for closing the transactions contemplated by the Contract of Sale; and (b) to make expenditures in accordance with the terms of the Contract of Sale. SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the [��.�'��__ day of. � ,��"�-_�°� _� 2014. � � . � � �� ..... � ' �.� ,t mm. �"1�� N�"�'1'�, MAYfl�. ATTEST: JENNIFER WALTERS, CITY SECRETARY .� B � I �� .��x ..�� y• , � ,,� �,�, �'°`f -� _ � e. .��— �..x.� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: � �``� � '"�..� � ��~' � Page 2 STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER UF THE PROPERTY (AS DEFINED BELOV�, HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WYTH 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 �; ,�` ��f _, 2014, effective as of the date of execution hereof by Seller, as defined herein (the "Effective Date"), by and between EDWARD F. WOLSKI (referred to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corpora�ion of Denton County, Texas (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns that certain �ract of land located in the J.S. Collard Survey, Abstract Number 297 being located in Denton County, Texas (the "Land") and being affected by the public improvement Project called the Denton Municipal Electric Capital Improvennents Proj ect ("Proj ect"); 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 "A-2", 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 a11 other rights and appurtenances to the Land (collectively, the "Property"); and WHEREAS, Seller desires to retain and reserve for himself, his heirs, successors and assigns a 0.345 acre non-exclusive utility easement, the scope, location and duration of which are described and sha11 be memorialized in a Special Warranty Deed (herein, the "Deed"), the form and content of which is shall be substantially similar to the Attachment 1 which is attached hereto and made a part hereof for all purposes as if set forth herein verbatim. The Deed shall reserve a non-exclusive utility easement in, along, over, upon, and across the tract of land being described on Exhibit "B" and depicted on Exhibit "A-2" attached to the Deed. The lands described and depicted in Exhibit "B" and Exhibit "A-2" attached to the Deed 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 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 fqrth, 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. Seller, subject to the limitation of such reservation made herein, shall reserve, for himself, his heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property that he owns. Seller, his heirs, devisees, successors and assigns shall not have the right to use or access the surface of the Properry, 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 ar 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 res�rved 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 a11 associated hydrocarbons, and shall exclude (i) a11 substances (except oil, gas and all associated hydrocarbons) that any reasonable extracrion, mining or other exploration and/or production method, operation, process or procedure would consum�, deplete or destroX the surface of the Property; and (ii) a11 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. Seller shall also retain and reserve for himself, his heirs, successors and assigns a 0.345 acre non-exclusive utility easement, the scope, location and duration of which are described and shall be memorialized in a Special Warranty Deed (herein, the "Deed"), the form and content of which is shall be substantially similar to the Attachment 1 which is attached hereto and made a part hereof for all purposes as if set forth herein verbatim. The Deed sha11 reserve a non- exclusive utility easement in, along, over, upon, and across the tract of land being described on Exhibit "B" and depicted on Exhibit "A-2" attached to the Deed. The lands described and depicted in Exhibit "B" and Exhibit "A-2" attached to the Deed aze collectively referred to herein as the "Easement Lands". Contract of Sale Page 2 of 26 � ARTICLE IT PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of ONE MILLION, TWO HUNDRED FIFTY-EIGHT THOUSAND, NINE HUNDRED TWENTY-THREE AND 20/100 DOLLARS ($1,258,923.20) (the "Purchase Price"). 2.02 Earnest Money. Buyer sha11 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 Eaznest 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 beneiit 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 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) Prior to the date of Closing, Seller sha11 cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Properry, 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 a11 instruments that create or evidence Exceptions (the "Exception Documents"), including those described in the Title } Contract of Sale Page 3 of 26 Commitment as exceptions to which the conveyance will be subject andlor which are required to be released or cured at or prior to Closing. 3.02 Survey. Within iive (5) calendar days after the Effective Date, Seller sha11 cause to be prepared at Buyer's expense, a current on the ground survey of the Property (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 a11 roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description t�hereof. 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 as set forth in t,he Survey, at the Buyer's election, shall be used to describe the Property in the deed to convey the Property 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 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 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, prior to Closing, 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 by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure before Closing, and if Buyer does not a�ree 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 Eacceptions (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. 3.05 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, 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 Contract of Sale Page 4 of 26 � 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); (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 pernutted for "rights of parties in possession"; (d) no liens will be shown on the title cornmitment. 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 prior to Closing (the "Absolute Review Period"), based on such tests, examinations, studies, investigations and inspections of the Property 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 suitable for Buyer's purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is 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 sha11 have any further duties or ��_ obligations hereun.der. 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 Contract of Sale Page 5 of 26 and consurrunate the sale and purchase of the Property 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 macle to another date, that: (a) The descriptive information concerning the Property 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 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 any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a). (c) (d) The Seller has good and marketable fee simple title to the Property, subject only to the Permitted Exceptions. The Seller has the full right, power, and authority to sell and convey the Property 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. (f� The Seller has disclosed to Buyer in writing of any and all facts and circuxnstances relating to the physical condition of the Property that may materially and adversely affect the Property 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, or will be due as of the Closing, and the Property will be subject to no such liens. (h) The Seller shall convey the Property 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 �x�sa��i�n �� t�c�� ti�� vu�iic�� would result in any real estate broker commissions or �n��r'� �� r �th�r ��e� p��ra�1� t� �ua� a�l��r ��.y wit� re��ect t�a th� i��.nsa�tir��;� ��r�t�r��l�� y t�i� t��.ir�ct� � ��° � �$.� i�� . �� v,��; �� ,�' � +� (j) To the best of Seller's knowledge, there has not +�c��re� �i� �ii��s�l ��• r�l�� crf ��y Hazaxdous Substance to, on or from the Property. .� �� . ��JY 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 Environznental Law or that would or may pose a health, safety or environmental hazard. Contract of Sale Page 6 of 26 As used in this Contract, "Envixonmental 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 Hazazdous 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 h�reafter 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 sha11 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. S.O1.A. Environmental Matters. In addition to any other representations, warranties, covenan.ts, and agreements contained in this Contract, Seller agrees to the following: (a) Seller represents and warrants that: (i) the Property is in compliance with Environmental Laws (defined below); (ii) there are no Hazardous Materials (defined below) in, on, or under the Property, and in compliance with Environmental Laws; and (iii) the Property does not contain any asbestos or asbestos-containing materials. (b) Seller assumes responsibility for and covenants to comply with all Environmental Laws applicable to the Property. (c) Seller shall indemnify and hold harmless Buyer, and Buyer's agents, successors and � assigns from and against any and a11 claims, liabilities (including, without limitation, any � strict liability), losses, costs, and expenses (including, without limitation, reasonable attorney's and expert's fees �r� court costs) arising from or in any way related to: (i) any ��,�" breach of Su��cti�n� �ar �' this Environxnental Matters section, (ii) the presence or release of any Hazardous a�riais, or (iii) the violation of any Environmental Laws, in each case unless caused by Buyer, any agent of Buyer, or Buyer's use of the Property. (d) "Environmental Laws" means any and all federal, state, and local laws, ordinances, codes, and regulations relating to protection of the environment, health and safety, and natural resources. Environmental Laws includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, as amended ("CERCLA"), �� and the common law. Contract of Sale Page 7 of 26 r.. (e) "Hazardous Materials" means: (i) any and a11 substances, materials, chemicals, and wastes regulated by Environmental Laws; and (ii) "hazardous substance," "pollutant or contaminant," "petroleum," and "natural gas liquids" as such terms are defined or used in �� CERCLA. �,e'� �,�.-r`' (�j `�� fc�re��in,� r�p�s�ni�.ti�r��, �r��fi�es, covenants, indemnities, and obligations of this �� avirc��n��tl �a�t�r� ��ti�n �%�,11 survive closing, and shall not in any circumstance, � b� �i�r�� wi��a �e �peci�� Wa�°�nt�r l��d. � � :� ,�� .��w �� .�� °�� .�� ,�� +��ve��r�ts �� re��n�r�t� c� ei��, '��I�+er ��°�r��z�t� a �$ �gr��s w�i�Ya ��t��r �� follows: (a) Unless stated otherwise, within ten (10) calendaz days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, 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 thereo fl relating to the possession of the Property, 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 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 an.y other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements oi Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or chazge 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 Contract of Sale Page 8 of 26 furnished to the Property 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, 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 has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domaan, or other material proceeding initiated by an entity other than Buyer, or the Property, or any 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 detezmined that the Froperty is unsuitable to or for Buyer's purposes. 6.05 Buyer's Right ta Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's aption, elect to waive any af the conditions precedent to the performance of Buyer's obligations under this �ontract 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 ternunation, 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 Contract of Sale Page 9 of 26 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. 8y 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 on or before .� , 2014, unless otherwise mutually agreed upon by Buyer and Seller. ��, 7.02 Items to bc 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 `' Attachxnent "1", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buver• 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 yeax 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 sha11 Contract of Sale Page 10 of 26 r:� 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 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 aze not identified herein, such costs or expenses shall be allocated between the parties in the customary manner for closings of real properry similar to the Property in Denton County, Texas. ., ARTICLE VIII DEFAULTS AND REMEDIES 8.01 Seller's Defaults and Buyer's Remedies. (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: m,z (i) Tertninate 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; Contract of Sale Page 11 of 26 (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property 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 speciiied 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. exclusive remedies following: If Buyer is in default under this Contract, Seller, as Seller's sole and for the default, may, at Seller's sole option, do either one of the �:, (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, r�, 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: � 1 1 � "� ;� �, ` ,'� � :� � BUYER: Ciiy of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Contract of Sale Page 12 of 26 � Copies to: For Seller: �� . , `�� { r 4:. � Telecopy: 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 may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and its 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 destxuction to the Property 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, 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 the Property, 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 related to the eminent domain proceedings. Buyer shall have a peziod 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, 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, Contract of Sale Page 13 of 26 and there shall be assigned by Seller to Buyer at Closing a11 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 iive (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. 9.09 Delegation of Authority. Authority to take any actions that aze to be, or may be, taken by Buyer under this Contract, including without limitation, adjustrnent 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 sha11 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 advisoxy services and relocation financial assistance, if applicable � ��x•�u�� t�rdi��.nc� C�ia. 2012-073 (the "Relocation Ordinance"), shall be administered as �°u�i�� by th� ��1r��t��a tJrdinance, aside and apart from the transaction contemplated by this � � �� t��i�•��c � �, ��,� � ��,°�� ..��: �,� �� - ;� ��e� �� . �� °� �� : e �� -� � � � � �� : � � � �,�„`�., � EDWARD F. WOLSKI Executed by Seller on the , day of ____ , 2014. Contract of Sale Page 14 of 26 w BUYER: ,� �� Y� �~ � ,y~_�� ,� ,� �_ �� " � ,� ,� �. ��= r B " ... .�-n•-`��, �,�„� � ,,,,,,�,�..- 'li Y' �� . � . -- GE �G C, �AI�[k��Li,, CITY lY1ANAGER �� Executed by Buyer on the � f�� day of �� ._ , 2U 14. ATTEST; JENNIFER WALTERS, CITY SECRETARY �PP��V�I� AS TO LEGAL FORM: SCOTT W. HICKEY, KELSEY, KELSEY & HICKEY, PLLC � � : ��,� ,, � .�.. _ � Contract of Sale Page 15 of 26 ��: � 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 12S Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title, Contract receipt date: ____, 2014 � Contract of Sale Page 16 of 26 Exhibit "A-1" To Contract of Sale LEGAL DESCRIPT/ON BEING a 10.070 acre tract of land situated in the J.S. Collard Suroey, Abstract No. 297, City of Denton, Denton County, Texas, and being part of a called 38.524 acre tract of land described in a Deed to Edward F. Wolski, as recorded in Document Number 2005-50257 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a PK nail found for corner in Riney Road, a variable width prescriptive right-0f-way, said point being the Southeast corner of the above cited 38.524 acre tract, and the Southwest corner of a called 23.212 acre tract described in a Deed to J.C. Mitchell and Texas Cinema Corporation, as recorded in Volume 3180, Page 552 of the Deed Records of Denton County, Texas, said point also being in the approximate South line of the J.S. Collard Survey, Abstract No. 297, and the North line of the N. Meisenhamer Survey, Abstract No. 810; THENCE North 89°17'49" West along said Riney Road, the South line of said 38.524 acre tract and the approximate South line of said J.S. Collard Survey, for a distance of 719.97 feet to a PK nail found for comer at the Southwest corner of said 38.524 acre tract, said point also being the Southeast corner of a tract of land conveyed to the City of Denton, Texas, per Deed recorded in Volume 537, Page 32 of the Deed Records of Denton County, Texas; THENCE North 00°25'58" East departing said Riney Road, and along the most Southerly West line of said 38.524 acre tract and the East line of said City of Denton tract, for a distance of 225.00 feet to a 3 inch steel fence corner post found for corner; THENCE North 89°11'10" West along the most Westerly South line of said 38.524 acre tract and the North line of said City of Denton tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 218.22 feet and continuing along said line for a total distance of 250.00 feet to a point for corner in the centerline of Bonnie Brae Drive (a variable width right-0f-way), said point being the most Westerly Southwest corner of said 38.524 acre tract, said point also being in the approximate West line of said J.S. Collard Survey and the East line of the N. Wade Survey, Abstract No. 1407; THENCE North 00°21'43" East along the projected centerline of said Bonnie Brae Drive, and along the West line of said 38.524 acre tract and the approximate West line of said J.S. Collard Survey, for a distance of 274.52 feet to a point for corner near the existing West edge of said Bonnie Brae Drive; THENCE South 89°17'49" East departing said Bonnie Brae Drlve, the West line of said 38.524 acre tract and the approximate West line of said J.S. Collard Survey, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 35.00 feet, and continuing along said line for a total distance of 1010.10 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer in the East line of said 38.524 acre tract and the West line of said 23.212 acre tract; THENCE South 04°59'05" West, along the East line of said 38.524 acre tract and the West line of said 23.212 acre tract, passing a 5/8 inch iron rod with cap stamped "TNP° set for reference at a distance of 483.40 feet and continuing along said line for a total distance of 501.40 feet to the POINT OF BEGINNING, and containing 10.070 acres of land, more or less. Page 17 of 26 8 �� '� � � �, � �°!�7��a�-.:�.�-- � � � � .� qp� a � ' �c�I � .,.-�, .,.�__ �,��a •�� `m"'�"`" ` $N�i11� ih�fAE XF�. `*'� �,'�" --mzxa� �� masr � --- '= -- ._.:n� .. .. ..�.m_____ :.,. _ ...... .......e.... .�....:_A ..._��t°' �#� � / �, .o � r��A � i� � � � ,� �� ' �'�,` � //// �� ``��,, �� ,° � � 4 i� � � 4�� '�� Q '` �� ! �" d�:'� i � �� i i � �� , , � , � , , �� t. , � �—�^ .+.1 I�� ' c ..� „� � �,.�...�'+45E4 , f �.`�r':._. wggg � � `-+�.' �. ._.. � . y yppp� � f E4 pa 3 � °{ a�� i �' � XaY r�� i P� �� iii 6�� s��. � r ! 4 p�� a �. � �' � ��.__� �; �� .��. �� W ' � II� emv'r�ww .�. �`,` � ;PI �.�,�{ PSp il�' L .. �'� _ _ i� �� _ m . g' �� i �� y d � , �' � � '�� ''� �� , a� p1 �r s � ' �� I b� � �K'�� i � g� � �°� "� r� �� } �� _ .� �.�N.v. . �� . � , �� . �� e� � �� i€� �� p� �� ; � �g€ � � � i � �� ! � . � �,� � �� i � o� � �� :� � � �� i $ � � � � f � ��f �[ � � � (�[ tl� ��e� � : !t� � ��P� Pi � �� B � �,. M �� n � �! p �� g F�F �� , �f �I;1r� � �� [�� !�� s !�� `f � � �d � � � �� F t�� i�� a 1; � � ,.,... . _Page l8 �C�6 �� ft � � !' � � �, r �� t f � � f ;� . �� , �� I JPj. � �� i a�� T� �� [� �� r�� ; e �� r Exhibit "B" To Contract of Sale LEGAL DESCRIPTION — PROPOSED 30' UT/L/TY EASEMENT BEING a 0.345 acre tract of land situated in the J.S. Collard Survey, Abstract No. 297, City of Denton, Denton County, Texas, and being part of a called 38.524 acre tract of land described in a Deed to Edward F. Wolski, as recorded in Document Number 2005-50257 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a PK nail found for corner in Riney Road, a variable width prescriptive right-of-way, said point being the Southeast corner of the above cited 38.524 acre tract, and the Southwest corner of a called 23.212 acre tract described in a Deed to J.C. Mitchell and Texas Cinema Corporation, as recorded in Volume 3180, Page 552 of the Deed Records of Denton County, Texas, said point also being in the approximate South line of the J.S. Collard Survey, Abstract No. 297, and the North line of the N. Meisenhamer Survey, Abstract No. 810; THENCE North 89°17'49" West along said Riney Road, the South line of said 38.524 acre tract and the approximate South line of said J.S. Collard Survey, for a distance of 30.08 feet to a point for corner; THENCE North 04°59'05" East, departing said Riney Road, and the South line of said 38.524 acre tract and the approximate South line of said J.S. Collard Survey, for a distance of 501.40 feet to a point for corner; THENCE South 89°17'49" East, for a distance of 30.08 feet to a 5/8 inch iron rod with cap stamped "TNP" set for comer in the East line of said 38.524 acre tract and the West line of said 23.212 acre tract; THENCE South 04°59'05" West, along the East line of said 38.524 acre tract and the West line of said 23.212 acre tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 483.40 feet and continuing along said line for a total distance of 501.40 feet to the POINT OF BEGINNING, and containing 0.345 acres of land, more or less. Page 19 of 26 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. STATE OF TEXAS COUNTY OF DENTON � � SPECIAL WARRANTY DEED KNOW ALL MEN BY THESE PRESENTS That EDWARD F. WOLSKI ( 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" and depicted on Exhibit "A-2" 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 himself, his heirs, devisees, successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property that he owns. Grantor, his heirs, 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 Conttact of Sale Page 20 of 26 � � � � � � ■ 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, andlor 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) a11 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 accorciance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "suriace 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. " Grantor, further retains and reserves for himself, his heirs, devisees, successors and assigns forever, the free, uninterrupted, and perpetual use of, and a separate right to maintain, a 0.345 acre non-exclusive utility easement over the passageway described in this paragraph and located on the Property. This easement is located along the entire eastern boundary of the b i Property as it exists at this time and is generally thirty feet (30') in width. Dominant Estate Property (including any improvements): All that certain property conveyed by that certain Warranty Deed dated April 28, 2005, by Bruce Park, as Trustee of Trust #287, dated October 15, 2001 as Grantor to Edwaxd F. Wolski, husband of Cairie C. Wolski, as his sepaxate property as Grantee, recorded under Instrument Number 2005-50257 of the Official ' Public Records of Denton County, Texas, SAVE AND EXCEPT, the Property described in the attached Exhibit "A-1" to this Special Warranty Deed, Contract of Sale Page 21 of 26 Easement Property: The Easement is described on Exhibit "B" and depicted on Exhibit "A-2" attached hereto. ■ Easement Purpose: To provide free and uninterrupted implementation of utilities to and from the Dominant Estate Property, and portions thereof, to and from Riney Road, in the City of Denton, Denton County, Texas. Utilities shall include, but not be limited to electricity, retail natural gas, fresh water, waste water, storm sewer and sewer lines for the benefit of the Dominant Estate Property. Such implementation of utilities shall be subject to all applicable > federal, state, county and city laws, rules, regulations, ordinances and other governing statutes concerning the implementation, construction, operation or use of such utilities. 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 a11 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, devisees, successors and assigns to WARR.ANT 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 EDWARD F. WOLSKI Contract of Sale Page 22 of 26 � � ■ THE STATE OF COUNTY OF This instrument was acknowled�ed before me on this day of 2014, by EDWARD F. WOLSKI. My Commission ��r�s: Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Notary Public, in and for the State of Texas Send Tax Billing Statements To: The City of Denton Attn: Finance Department 215 East McKinney Street Denton, Texas 76201 Contract of Sale Page 23 of 26 � Exhibit "A-1" To Contract of Sale, LEGAL DESCRIPTION BEING a 10.070 acre tract of land situated in the J.S. Collard Survey, Abstract No. 297, City of Denton, Denton County, Texas, and being part of a called 38.524 acre tract of land described in a Deed to Edward F. Wolski, as recorded in Document Number 2005-50257 of the Real Prope�ty Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a PK nail found for comer in Riney Road, a variable width prescriptive right-of-way, said point being the Southeast comer of the above cited 38.524 acre tract, and the Southwest corner of a called 23.212 acre tract described in a Deed to J.C. Mitchell and Texas Cinema Corporation, as recorded in Volume 3180, Page 552 of the Deed Records of Denton County, Texas, said point also being in the approximate South line of the J.S. Collard Survey, Abstract No. 297, and the North line of the N. Meisenhamer Survey, Abstract No. 810; THENCE North 89°17'49" West along said Riney Road, the South line of said 38.524 acre tract and the approximate South line of said J,S. Collard Survey, for a distance of 719.97 feet to a PK nail found for corner at the Southwest corner of said 38.524 acre tract, said point also being the Southeast corner of a tract of land conveyed to the City of Denton, Texas, per Deed recorded in Volume 537, Page 32 of the Deed Records of Denton County, Texas; THENCE North 00°25'58" East departing said Riney Road, and along the most Southerly West line of said 38.524 acre tract and the East line of said City of Denton tract, for a distance of 225.00 feet to a 3 inch steel fence corner post found for corner; THENCE North 89°11'10" West along the most Westerly South line of said 38.524 acre tract and the North line of said City of Denton tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 218.22 feet and continuing along said line for a total distance of 250.00 feet to a point for corner in the centerline of Bonnfe Brae Drive (a variable width right-of-way), said point being the most Westerly Southwest corner of said 38.524 acre tract, said point also being in the approximate West line of sald J.S. Collard Survey and the East line of the N. Wade Survey, Abstract No. 1407; THENCE North 00°21'43" East along the projected centerline of said Bonnie Brae Drive, and along the West line of said 38.524 acre tract and the approximate West line of said J.S. Collard Survey, for a distance of 274.52 feet to a point for corner near the existing West edge of said Bonnie Brae Drive; THENCE South 89°17'49" East departing said Bonnie Brae Drlve, the West line of said 38.524 acre tract and the approximate West line of said J.S. Collard Survey, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 35.00 feet, and continuing along said line for a total distance of 1010.10 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the East line of said 38.524 acre tract and the West line of said 23.212 acre tract; THENCE South 04°59'05" West, along the East line of said 38.524 acre tract and the West line of said 23.212 acre tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 483.40 feet and continuing along said line for a total distance of 501.40 feet to the POINT OF BEGINNING, and containing 10.070 acres of land, more or less. Page 24 of 26 � � � �I � � ��j� � � e� � Y , o �� g � � � .� i � 8 i�� F +w_� '",�'c,�,r�,-,... .. _._ _ _�,�.. .__. �q ._ ., .. �. i • r �¢ a ::- . � . . : „ � _ ' , ,a„ .: r., ` . . g, ' .�. . s � J =� �� e . .� ,� .. � d �� e �il � gp� il �{ , �°i �� " 'e M p� 1 � ' � ��` sw _ - �l� � � � °� : ��.�� Cs IIl " � _� ��" i Fsp ��° � . _ m . .. i� �S� i �� .. _ � � �� i i i � � �� ,� � � t � �e�! �� ' ��'�� R�� ' r > �� i �FqF � �� a �� ..� �� :� �� _ � �. ,�, ,. �;� � � 9 ' �.,:'�; � ` _ ��'�^..a..�,r.,4 b �� § � ��pu ��e�� I �� 1��'� r, ��f, ! i / �• � �� / .�� , �� '`�'� �� >� � ��'�, � ; � / � �,� *¢ �r � � �� ` �"� .�� .� e� � �� / / / '�"-4..��,� ;"��. ��/ - �-e,�� .� � I ,� � I �,. :� �'. l �[� � �� $° � �(� �� ys �� . . P � " _ °`� °� �I �1 ��_ �� °` �� `� �� j; �� €l s"� �� ( � �� i�t �r �� fC � �� r� �� ~�� Bp! � �p! tll ( � ;� � �� ` ;� �� . � �� `ts t � � � �� ° �� xt� F �' tl� � �,r � � � � � �� a eg ! �� .0 � �� i_ � �e� �� e �� [ � �� . �� rt ' �i [ ��i �� w � � � ��' a �� . i � ;�e� � �8 t � � � 8 � � t t[ �� a t taz t 1 �� t P � � � �� p4 ; � r �� 1 � � � �� i ' C �� ! �pgc 25 a� 26 €� �� i C4�i 1 �� r� �II � '`� �� 1R, s � ` �i9 ePQ, ee! Exhibit "B" To Contract of Sale LEGAL DESCRIPTION — PROPOSED 30' UT/LITY EASEMENT BEING a 0.345 acre tract of land situated in the J.S. Collard Survey, Abstract No. 297, Ciry of Denton, Denton County, Texas, and being part of a called 38.524 acre tract of land described in a Deed to Edward F. Wolski, as recorded in Document Number 2005-50257 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a PK nail found for corner in Riney Road, a variable width prescriptive right-of-way, said point being the Southeast comer of the above cited 38.524 acre tract, and the Southwest corner of a called 23.212 acre tract described in a Deed to J.C. Mitchell and Texas Cinema Corporation, as recorded in Volume 3180, Page 552 of the Deed Records of Denton County, Texas, said point also being in the approximate South line of the J.S. Collard Survey, Abstract No. 297, and the North line of the N. Meisenhamer Survey, Abstract No. 810; THENCE North 89°17'49" West along said Riney Road, the South line of said 38.524 acre tract and the approximate South line of said J.S. Collard Survey, for a distance of 30.08 feet to a point for corner; THENCE North 04°59'05" East, departing said Riney Road, and the South line of said 38.524 acre tract and the approximate South line of said J.S. Collard Survey, for a distance of 501,40 feet to a point for corner; THENCE South 89°17'49" East, for a distance of 30.08 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the East line of said 38.524 acre tract and the West line of said 23.212 acre tract; THENCE South 04°59'05" West, along the East line of said 38.524 acre tract and the West line of said 23.212 acre tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 483.40 feet and continuing along said line for a total distance of 501.40 feet to the POINT OF BEGINNING, and contalning 0.345 acres of land, more or less. Page 26 of 26