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2014-212s:Uegal\our documents\ordinances\14\brown development cl c2 ordinance.docx ORDINANCE NO. ZO 14-21 Z AN ORDINANCE OF THE CITY OF DENTON, TEXAS FOR THE PURCHASE FROM BROWN DEVELOPMENT I, LTD., A TEXAS LIMITED PARTNERSHIP ("OWNER"), OF (1) A 10.45 ACRE TRACT, IN FEE; (2) A 0.802 ACRE TRACT FOR AN ELECTRIC EASEMENT; AND, (3) A 0.521 ACRE TRACT FOR TEMPORARY CONSTRUCTION EASEMENT, EACH OF WHICH IS GENERALLY SITUATED 1N THE J. COLTART SURVEY, ABSTRACT NUMBER 288, AND/OR THE D. CULP SURVEY, ABSTRACT NO. 287, CITY OF DENTON, DENTON COUNTY, TEXAS ("PROPERTY 1NTEREST"), FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, OPERATION, MAINTENANCE AUGMENTATION AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, STRUCTURES AND SUBSTATIONS, ("PROJECT"), FOR THE AMOUNT OF EIGHT HUNDRED FIFTY NINE THOUSAND FIVE HUNDRED SIXTY SEVEN AND NO/CENTS ($859,567.00); AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE NECESSARY AGREEMENT AND DOCUMENTS FOR THE PURCHASE; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN EFFECTIVE DATE. 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 City Council finds that a public use and necessity exists, and that the public welfare and convenience require the acquisition of the Property Interest by the City of Denton, Texas ("City"). The City Council finds and determines that the acquisition of the Property Interest is necessary for public use to expand and improve the Denton Municipal Electric distribution and transmission system to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The City Manager, or his designee, is authorized to (a) execute (i) the Contract of Sale, by the City and Owner, or other owners of the Property Interest, as applicable, in the form attached as Exhibit "A", with a purchase price of $859,567.00 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 3. 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 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day of :� , 2014. CHRIS WATTS, N��YOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � By: �� f t�.PT'i�. 1�t� A?fl LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r� � By. �� f F �--�� STATE OF TEXAS § COUNTY OF DENTON § CONTRACT OF SALE NOTICE YOU, AS OWNER OF 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 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 ��ay of w , 2014, effective as of the date of execution hereof by Seller, as defined ( Y�in �tI `Bffective Date"), by and between (1) BROWN DEVELOPMENT I, LTD., A �"��; LIMITED PARTNERSHIP (THE "OWNER"); (2) SUCCESSORS IN 1NTEREST 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"). 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 E�chibit "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 E�ibits 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 necessa.ry fee property and easements for the Proj ect. 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 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 terrn "surface of the Property" shall include the area from the surface ot' 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. Contract of Sale Page 2 of 36 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 EIGHT HLTNDRED FIFTY-NINE THOUSAND FiVE HUNDRED SIXTY-SEVEN and 62/100 Dollars ($859,567.62) (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 or payment provided in this Contract, is non-refundable, and shall be reta.ined 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 Contract of Sale Page 3 of 36 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 sCructures 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, 5urvey 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 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 Contract of Sale Page 4 of 36 Commitment shall expire prior to Closing, 5eller shall cause to be furnished to Buyez, no earlier than ninety one (91) calendar days after the Effective Date and no later than one hundred ten (110) 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) caleridar days to review and �provide Objections, if any, to the items in the i7pdated 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 Properiy, 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); (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) calendax 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 Contract of Sale Page 5 of 36 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 REPRE5ENTATIONS, 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: (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 parly 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 defned 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 Contract of Sale Page 6 af 36 materially and adversely affect the Properiy 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 ]evies that are presently due, if any, which are against or are' related to the Properry 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, iinder, 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 pariy 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 lirnitation, PCB's, asbestos, asbestos-containing material, petroleum products and raw materials, that are included under or regulated by any Environmental 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: Contract of Sale Page 7 of 36 (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 thereo� 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 environrnental 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 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 Contract of Sale Page 8 of 36 �.o2�a>. ARTICLE VI CONDITIONS PRECEDENT TO PERFOR�VIANCE 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 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. 1'he 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) 5eller. 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. (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.O1, less the Earnest Money and interest earned thereon, in the %rm 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 conswnmating 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 t�es 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 Contract of Sale Page 10 of 36 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 DEFAULT5 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 terins 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; Contract of Sale Page 11 of 36 (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: (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: Brown Development I, Ltd. P.O. Box 292966 Lewisville, Texas 75029 Telecopy: (940) 243-1362 BUYER: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Contract of Sale Page 12 of 36 Copies to: For Seller: Richard D. Cox, Esq. Husch Blackwell LLP 2001 Ross Ave., Suite 2000 Dallas, Texas 75201 Telecopy: (214) 220-8518 Denton, Texas 76209 Telecopy: (940) 349-8951 For Butier: 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 CONTR.ACT IS PERFORMABLE IN, AND THE EXCLUSNE 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 pariy against whom enforcement is sought. 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 Easeinent 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 Maney shall be immediately returned to Buyer; or (b) Constunmate 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 ta �any and all insurance proceeds or condemnation awards which may be payable to 5eller 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. 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. Contract of Sale Page 14 of 36 SELLER: BROWN DEVELOPMENT I, LTD., a Texas limited partnership By: BROWN DEVELOPMENT CORPOR.ATION its general partner � ��a �";� � x '� �� ,�,,t � r;r �� r`� , � i�� $y: ,��'�� , �,��-�"�� "��, �"�a��i� L. Brown, President � Executed by Seller on the � day of €._.� ��_ � , 2014. � Contract of Sale Po`ra 1 5 nf 2F. BUYER: ��,, .,�"° � �� . �� By. �°��.�.�.� �....�.�. .� � � C�1;� �G� C. CAMPBELL, C''� ��MANAGER Executed by Buyer on the TW day of �_ , 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY � � �a.. -� ^ , �i�� I� : ,, , { BY: � Contract of Sale Page 16 of 36 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 : Prin Title: I�I.C�I�n �� ........�.�.� ..�� ca�ttr�ct r�ce° t dat�: C f __,_ , 2014 � Contract of Sale Page l7 of 36 tXhiblt A'I LEGAL DESCRIPTION ��l�� .4� a�r� �a�t �t i��d ��kuat!�� in �hs+� J. Co�t��t �u�vey, A�str��i ��, 288 and the D. Culp �urv�y, A�s[r��k �d�. ��i, �it� �f ��nt�r�, �entan ��iy, i�xas� ��d bei�� td. wn as part oF a �iy�� 2��I a�� tra�t �� t�n� +�e�crib�� i� � I�� r�v'� �"��prrrent �, , as recorded in ��urr��r�t �t�mber 1�98-�!�1�8� �f th� ��{ �'r��Y ��r'�� t�'� County, Texas, and being more pa�ticularly described as follows: BEGINNI�I+� a� ��r�rk�n cvn�r�t� m�nr�m�e�t f�un� f+�r �rn��° �t �� ngle point in the Southwe�t�er4y ��ne af �,H. L�� , � v�ri�bl� a�dth �ig�i-a� vrr,�y ��cri4.�d �n a Deed to the State of Texast as ree,�rd�d in V�1urn� ��°�, �'��+� "� 3� �i �� '��ds �� County Texas; ��g�� {� ��°�4`��" West along t1�� t��aest�rlY �ir� �� id S.H. Loop 288, for a distance �� .6� f�t tQ ��12 �ncl� iron rod with �� t�rr� �I��T�!�PI.�X" found for corner in the Sauth lin+� �f �a%d ��t� �f T�a�� tract and the '�auth li�� F ��i+d �� r� 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 come� in King's Row Road; THENCE North 87°06'21" West continuing alo�g the South lin+� �f s�id "�� '� �rt�"��, and abng and near the No�therly edge of said King's Row Road, for a di�#�n� � 7��•°�'� '�� '� a 518 inch iron rod with cap stamped 'iWP" set for corner, from which a�,t� irrct� ir+�rr rvd with ��p found fo� reference bears Notth 87°06'21" West a distance of 482.91 feet; -��{�� ,�� °1�i'�4" 1�'�s# departing the South line of s�� Gr� �� ri� �id King's Row ��,��A �� ,��,� t�T 1�3�1:7� feet to a 518 inch iron rod wit1� �p �a�rm `��I�" �t for comer i� i�i+� ��thr,v�sCe�y li�e cat �ai€t S.H. Loop 288, from which a 1J� i�ch �tctn r� r�rith cap stamped "`�ll�tr�i�+��"' f�r�a�d far r�fer�� bears North 44°58'34" West � distance of 178.54 feet; THENCE South 44°58'34" East along the Southwesterly line of said 5.H. Loop 288, for a distance of 622.71 feet to a concrete monument found for corne�; THENCE South 50°3et io' a brokentconcrete montum nt found o�c� ne of said S.H. Loop 288, fo� a distance of 200.32 fe THENCE South 41 feet o„the POINT OF BE INNING�and contalning 10.45'acres of/and,smore or distance of 679.8 less. Page 1 of 1 � ii � � �� I; � ' ';� � �� l,�r'�� : � . �'� � � ii�� F $ � �— � lil�� j �� ! . � � � � IiE� ��i�� R�� f F }i1�� 7 s� _ yr 0 � "� � �� ! �� .�. f � �� 1� �� r �� ; �� t �. � ,�'' �. I , , �� I �� $ � �� ; � �� " 1 �� .; � a Moauaca� wRVCr �esm�cr No. m �� iL [t t ��i �� j� � �{� w�� F� , �} � � i�� r �� ;��'��`�� , �� `��°��k��. � � . , � ,� �� ` i �� i � �� s : �� i i �� s � �� ` f s� �i � �� ;s�� [�� y �� i� �� i ;!�[�� _�-._ � ��,�� ,. � �� ' ��*r�� . , _ Exhibit A2 LEGAL DESCRIPTION ' EL�CTRIC EASEMEN7 BEING a 0.802 acre tract ot lend situaled in the J• CoNeA Survey, Abslred Number 288, Cfty ot Den� (' DUedntea Co�mlr. Texas� and being part of that certai� trad oi land desalbed in a Deed to BroYm Devebpm recofded In Document Number 9&1683 ot the Real Property ReCOrds ot Oenton County, Texas, and being mo�e pardaalady descnbed ea bllows: �� y � , „�� •iNP" aet fn the Soulhwesterly line oi Stale Highwey Loop 288'(a v�r'u�q� " .-�t.�ray�, wh�c� � r.ea monument found for referonce bean South �4' SB' 34" Eaet a dietanae of 622.71 feet; 54.88 TCE South�t for comer al the POIN OF B� E NN NG' for Ihe hereln desc�ibed easemeM;' for a dlsta�ce of i'Ff�Ht� h 1t` ��" �" F�t p��sin� a� i�h l�� rod with caP atamped'TNP' set tor re(erence al the �n��n� �rF th+a her�ein ' t�i a+� ��i 8b.73 feet, and oontinuing for � total distance d 131.46 ��i Fvr ��, firr�+m w�il� e�+l�cri incu� rc�d ° cap stamp6d "TNP" aet bears South 11' 10' 04' Eest a distance of 849.Ob �eet; THENCE Nath 45' 57' 13' Weat for a distance ot 487.71 feet to a po1M for comer; Th�l��6� hl� 3�` �` �` ��t far � �i �{}3.s� feet b a poirrifor �tn�r �� a�na-f�a c�urv� t� �� dOht �n lhe �au ��ly II� �Ff �s9d i� Lc�p 288. irom which a� t�r6l�n rrr�i f�t�d for t�� t ttr� �gi�ning txi "d rr� �' 08' 38' We:� e dia � .� f � 'CfiENC� �ro �a �th��t�riy di ' �I� � e lie� �A aaic{ �l�t.+d k�i� 1.+c�+ap 289. �rnd along said �vn-�nge9rl aurv� �t� t�e rigi�t F�dr� +� � t�' �6' �� , a t�di�� +� �1�9.� � .bearing ot h +�4� # i ` ��' ��, � +�a �4 +�.+�1 a� �s� �n� �! � {'� fee.�€ to � �in ooncrete rn�rA �'c�rr,� iar +arm+�a' �t t#� en� � �ai�# �u�: THENCE South 49• 13' 02' East oonlinuin0 alonp Ihe Soulhwesterly Une of said Slate Hiphway LooP 288� 4or a diatanoe of 9.98 feet to a point ior oorner, THENCE South 39' 38' 09' Weal depa�tin9 the Soulhweste�lY pne of saW S1ate Highway loop 288� for a d'�stance of 30.81 feet to a polnt for oomer, THENCE Soulh 45• 5T 13' Fast (or a dlatance of 310.31 feet to the POINT OF dEaNNIN(i, and oo�tain�n� 0.802 aa�ea of land, more or less. _- T . H. ��FiCr R,�,G.�. Jan. 21. 2014 Jan. 7. 2014 — Flald T.B.P.L.S. Firm 10011801 �oo� � •' '' � �o � � VQ � � N � 7 ,.. �J C Q ;► N � ' �?1N o�o� �a�� o � � z O v � m � f p F� � � a �� u � �l � +� y � 4 s � � # 'aP �� 7P �� } � a n� �� i��. � ��8 V 3 x� 7P� �� Vr �� yP 3r d �� Tp ,� � $ � � � � � � � � �� Exhibit B2 � � m �� y �"-� ��P°:�� "� � oU�� N ��Z � �� y� �� 1 u 1 11 �4 f. ��1 �3 � �"sd'�es3� � ��y !'�� 1 �i -' � ��l w� ��y La,�—�a��€�`�'�^„� �Ojp ° � ' �$� ��'� �`�� iu�O�' � " � � . � ,�� - �.:_._ - �.�� _1_----.r_- -:�. _�.� m��.� � �� _� ��: ====J =:�--"-�_� �_�_ -- �_�-� ;• ��. ,. ----- � � �� '� � � o a� ,� : .� .� o ' z #� � : r� � � �"��, � � �; � �,� '� .� .. � � y #� � i� • . �;;�� `�' � r i � � .1� � �� s. '� �� ""4� .-�� /, � � � � �, z ' � � � �� ,�,� . � � ��,�� 3Y?wA�!.�" �-. � o �,.- _� ��- � ��_�:�rn � � � �y_,: � � �� .y°�Y,+ �' �° � � � Z �.> � -- �� R�'� S'� �' �'�n ��'�' s'. b =vo�c'� j''�� 'G� �� O � � o� �� '' �' �,. y�� N s,-�ib'�� ,�� ,� . ' °� �. � � b � � � ,�`r ;�` � _ < -�� p""��, .� ° `i � � � �� -- _ --- � �` � � p �. �,,f r 'G,t'� � '� � .� ° � � �'�"� � ��+'- � ��q� � �� i Ci 1,�� p i"� �. L9 w. �� > /' � "° �' N ° >r f�1 ►� � � ..__._-.. M 0 4 � .� Exhibit A3 LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EA3EMENT BEING a 0.521 aae tract r�f M��►d �Hu�lajd I�r t�� J. Gd1�r� �u�vey„ ��b�a� I�ur�n�er e 8�. CUy of Denton� Denlon �pu�ty, 7exas, and heing �f �t�at ��air� tr,�ct s�t I�i d�ar,nt�d �� t� �s�� De1v�es P ndnbeln t more recaMed In Documerrt Nut�t��'�5-1��; cN ti� R�i Pra��tty i��ord� � C��t4� �a�ti�, 9 paAiculady desuibed as iollows: OOMM��+GI�I� a3 ��B ir� ir�a �ad rs�Ch c� st�p�d '"TNP' set ia the SouthwesterlY line of Smte HighwaY ��P 288 (a ��Ic wtdth r�-+�f-w+�y�. fnam whxch ��ret� monument found fo� reieronce bears South 44' S0' 34" Enst a du� �� .71 fes�i; THENCE Soulh 11' 10' 04' Easl departi�S 1he Soulhweat�y line of safd Slale Highway Loop 288, fo� a dlsta�ce of 186.14 feet to a polM for oorner at the POINT OF BEOINNIN(i for the herein described easemeM; THENCE Soulh 11' 10' 04' Eest tar a dista�ce of 61.35 ieet to a point for corner, (rom which e 5/A inch irw� rad wlth �p �� "iNp" set bears Soulh 11' 10� 04' East a di�i�nce of 787.70 feet; THENCE No�th 45' 57' 13' West for e diaienoe oi 670.60 teel 10 a Pant for aomer; �°tlEN�� i�ttth �i9' �' �" !��t ��►r a�s ed� T36.5i teet to a Pa� 1or �er �n ��-�ng�r� a'�rv�e ta th� r�ght � � ��u�, �y I�r�� t �id �ta� M�`�gh�ray L�p 289. (rom which a �k� "Ge m�+ar�r�t �enur�d d�r �� 1'� nni� s�T ��d ct1s�� f�t� hlt�th �' 1T 19' Weit. a�tx! dl.�ta� �f �.4� f8+�ti. g�,� �� s - i�s� � s��k! �'U�t� F�ighwaY Loop 288� and along said THENCE in � �sf�' . . ,�#' S819.68 feet. a dw�d baaring of non-tanger�k c�f+r� ta ihe �gM h�v+�� !�� fi �' �1" �", +� Soulh 48' �1' �" ��t, ��srd �i� �f 35,f}`i 4eet anc� �� "� h��r.�i feel to a poinl for oomer, THENCE Soulh 39' 38' 06" Weat depahin� Ihe SoutFwvesterly line of said State HighwaY �o°P 288. ior a dislanoe d 1 p3.09 feet to a poiM for comer, 7HENCE Soulh 45' 57' 13' East tor a distance of 487•7� �eetto the POINT OF BEGINNIN(3, and oor�teinln9 0.521 sues of lard� rtare or less. �� '� �t s ��,�� .�- �� ` B. Turner, f�,�,L.�. .. .�.,�...�..�.«..,.,�. Jan. 21. 2014 � *� �..«..��.,,��,�. . Jan. 7, �014 — Ffsld .� � ,� T.B.P.I..S. Flrm 10011601 ; �� a,�� x,�� .�� ooa 3 ' o �' �. ��o� �o�� O �N� ��1N� �� O� � a � � � � o � 0 m z 0 � N � . t • u � � �g n C � O � � �� M � � � � � � � 8 � � � �y � V 2 � � � � i� a� �� sP �� $; A �r r� � � � �� i�� £� �� r p �� s� �� 3 �� ° � � 8 � � � �� y Q Fi P� �� V.� �� Exhibit B3 � �� '�� .��...�,,� �� '� x ��a�� . ¢ � �� ' � � � � .�_----�- w _ _� � �.�=--�-� — �� .��... �_��:. �..�. �vr�.��. -�-_-� ��_�_ �.� �__��_� __� �-�_ -� � � � � � o �� "� � � � � � � �� m � ' e`'�, � � � � °��- p w N N o°. �Y J ��$',��+o, �,�w�� . ��o�� .�_�� } M�`�� ` ;� � �� ,�� . ��`'�. �A �,. O ~ � �� "�' � � � � /� � 1-t �,. 04' '�� 3�'.'��t"'�-S � � �� '�� y� � �'""" � � �: �Y�� ; Y � � � �� ,. - ~' " ��~ ��'rt f,�i�Q� 2� � �' � � ��'°�� ;��,�' �� :.✓. a� � s�� r"��# �� ,,- _ �... :_ � � � b � � � �... ��- _�.._ � � o � � °i �i �" � � .,,� f w �. �� > � � 0.°d�� _ � ° ��`/�' � /,� . � . y t s ° � ia � � q t # y � ik + �. � � 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, ( 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 fxtures 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, benefciaries, 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 Contract of Sale Page 24 of 36 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 al! 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. Contract of Sale Page 25 of 36 EXECUTED the day of BROWN DEVELOPMENT I, LTD., a Texas limited partnership 2014 By: BROWN DEVELOPMENT CORPORATION its general partner �� Connie L. Brown, President ACKNOWLEDGMENT THE STATE OF § . . . . . . . . . . . . . . . . . . . . � . § COUNTY OF § This instrument was acknowledged before me on the day of , 2014 by � of _....._....�__ _� as .�. _ 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. My Commission Expires: 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 26 of 36 Exhibit A1 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 pa�t of a Document Numberc1998-001683cof the Real P operlyrRecodseof Denton� County, T as,eand bei�g more pa�liculariy 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 var'�able width right-of-way described in a Deed to the State of Texas, as recorded in Volume 1029, Page 134 oi the Deed Records of Denton County Texas; "i1i�� outh t��°3�4'i��° �1!'�� lang th� ��th+��f�rt� lin� caf said S.H. Loop 288, for a distance �� f�� ,�� $n,�� ,�,� �� ,�G�� p st�m�ed "�P{��"R�PL�X" tound for corner i� the South l�n� �f s�id �t�k� �f "��s ��t �r�� ths �c��kh ��ne �f s�id �+� a�r� Ir:ct; THENCE North 87°36'33" West along the South line of said 200 acre tract, fo� a distance of 147.55 feet to a PK nail found for comer in King's Row Road; TN�H�� f��h 87°�`��"` �"V�st +c�n�ir�uin� al�ng th+� Sc�r�#h !#r�� t �aid �� r� tr�ct, and along �nd ne�r tt�e �lart�s�r�� dg� +�f s�it3 Kir��'� 1�+� R+�ad, f�r � d�st�nc� �� 7��.�� Te�t t� a 5/S inch sr�n ra� wiktt �p �1�� "YI�P� set t�r cnrr�+�r, f�c�rrM w#��+�h ��1� �n�h ir�� r�d vvitl� �ap found for ��,� ��r,� ��, g�°��"'VVest a distance of 482.91 feet; 7H��C� �larth 11°1�}'t�" W��t departing the ��tih Iwr�� f ��i�d ��i�i �r� °�r�rct an�i said King's Row Ft��, f�r � dist��ce of 1��.7� feet to a 518 i�ch ir�n rc�d witfi� �� st��rp� "�M�'" set for corner in t�� thwe�teriy li�n� �s# �id S.H. Loop 288, �r�rn r�r�i�� a 1i� inr..ir ir+�rr r�1 v+�ith cap stamped "M�tra�lex'" fa�n� f�r ref�r+�� bears Norlh 4��8`�" ��i a d��t�nce of 178.54 feet; YHENCE South 44°58'34" East along the Southwesteriy line of said S.H. Loop 288, fo� a distance of 622.71 feet to a concrete monument found for corner, THENCE South 50°37'22" East continuing along the Southwester{y line of said S.H. Loop 288, fo� a distance of 200.32 teet to a broken concrete monument found for c�mer, THENCE South 47°58'30" East oontinuing along the Southweste�ly 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. Page 1 of 1 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. THE STATE OF TEXAS COUNTY OF DENTON ELECTRIC UTILITY EASEMENT § § KNOW ALL MEN BY THESE PRESENTS: § THAT, BROWN DEVELOPMENT I, LTD., a Texas limited partnership (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 Contract of Sale Page 28 of 36 0.802 acres and being more particularly described on Exhibit "A-2" and depicted on Exhibit "B- 2", attached hereto and incorporated into 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 necessaty, 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 FACILITIE5 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 Contract of Sale Page 29 of 36 and during the original construction of the FACILITIES. GRANTEE, its agents, employees, contractors, subcontractors, wor.kmen, and representatives ,shall: 1) have the right of, ingress, 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 Contract of Sale Page 30 of 36 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 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, benefciaries, 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 31 of 36 GRANTOR: BROWN DEVELOPMENT I, LTD.; a Texas limited partnership By: BROWN DEVELOPMENT CORPORATION its general partner �y: Connie L. Brown, President 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: AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2"d Floor Denton, Texas 76209 Attn: Paul Williamson Contract of Sale Page 32 of 36 Exhibit A2 LEGAL' DE8CRIPTION ELECTRIC EASEMENT BEING a 0.802 acre trad �# �Snd a�u�l�i ��. r# ��+r�y. Ab�tr�d i+�unn�r 2'�B, CKY of Denton. Denton Cowtty, Texaa� and being aT i9��t ��in ��d ot !� si�crik�3 �n a !v �l�+m Developrnent I� Ud., as reco�ded In Document Nu�� '��3 �" i� Re�t Pr�p��ty ��r�� 4� �$��n ��nty, Texas. anQ 6eing more panicutady described as tollows: �� :�,�,,,��,� �tar�p� "T'NP" set in the Soulhwester{y line of Stete Highway Loop 2�.�� .�,�� ,��,�y � morwme�t iound tor reieronce bears SoWh 44� 56� 34" East a d"ss�4arw� �� ,71 , 54.88 feeto ahpaM for oomer at MesPOI1VT OF Ba EOINNUIN Iiar the hereln�desc�ibed easement��,� far a dislance of 'TH�H� S�uth i�� 1Q" t14" �t I�a�� r�h �crn rod with caP stamped 'TNP' set (or re(erence al the c�a i� ��h� k��in +�� :�i �+��nce ai 86.73 feet, and oonlinuin9 for a total distanoe d 131.48 t�at te� �' F�r ,�'�r wfii� � 5J� � in�r� ro+� � cap stamped'TNP" aet be�s South 11' 10' 04' East a d�n� �f B�i�,46 i�l; THENCE Nath 45' 57' 13' VYesl for a dia�anoe ot 487•7� t�t to a pok�t for comer, THENG� Fta� 3�' �` �" ��t far �€ 1�� at t(i�.� feet b a polM br �m�r nr� a� n�t� : nt ��' �� in the �1 eri� I �f sa#� ��li�{ l.��a 288. irom viA�h ��'a�1c�n retsrer� a1 t�e 'n�ln� ai�+� �rr� h�' 08' 36' West, a �i r� ��-� • iN�t�+�� in � � �d�r � �� gp � 1ir� +�i a�f�i �I�e HFgh : Lv+�p ��, ��+i along aaid t�o�-�rr�� c�tve t� �+� ��t ng � � �f [�� 3�"' +L�`, � i�d��im � 6��8.� � � t�M'beattnq of �lh 48°' "�°I' i� ��, � e� c� �.� fe+�t +an �ra I� t� 8�5.t� t� a� ��n cancoete m�t i�w�d %` �t � ecrc� � ��4d � THENCE South 48• 13' 02' Fast contirndnD alanp Ihe So�dhweste�ly Une of sald Slate HiphwaY l.00P Z�. tor a distanoe d 9.68 �eet to a pdrR ior oocner. THENCE Soulh 39' 38' OA' Weat depaAln9 the Southwesl��Y pne oi said State Highway LooP 288. for a diatance of 30.81 feet to a pok�t for comer, THENCE Soulh 45' 5T 13' East tor s dlsiance of 31U.31 feet to the PO�NT OF gEOINNIN(i. and oo�aining 0.802 aa�es of land. more or less. �' �. T , �aP.��. Jan. 2'1. �014 Jan. 7, 2014 — Fiald T.B.P.L.S. Firrn 10011601 � o 0 0 3�mc�, � J�-. � Nj o• � O i'N�,� r 0?1N '+y O� �. � Q � i 4l {� 0 J m . -, ..� ��_�� a w C+� e� �.��$ �a � �� °° �'° � ��`� ��c.� e'�� c��w,�� a�'� . �,�r.,� ��„,t,�+ � 0 m Z O v � m W � � � � � { V � �� u � y�, +� • � �i xu � �r � u rr � � k � t �4 i� �� P �� s � �� sP �� ! �� ` �� r�� i� � $ � � � � �� p� � i� �� '�� r �� t � � � �� X��g � ; � -�i � � � �. 2' . � � m�.. w ,tL� �i° [�7 � �. C." '� _ � ' � � .. '�°�j°4 � � � � ?��i"� � �r i� � ~� B�� , �'_ �y� � ,� � +� �i ►�� r� �+,�y '� '�`qC3� uh �. �...`. �� • '� . � � ;-. �'� �,� � � ��, ;o � ,r�.� �s � � �� *,`�'� � � : � �A�µ ��.W�� ---� m�------- .��.� .�._,.� ,�. w.._ _��. .�� ,�. _____- �-�� _-�.- �_�✓ �-�-- � �.� ,.�., __,� __..� �.� � � � _.�. . �._-.-�.�M:�-�.--��°° / ��_ _�_ �_�� i �°* ��_ . �_.a-_--,.�..r.��. � �� " � �. __� ..��- � � / '� # � � � � �"�" n �'�/ .��, �, �� i� �. �� - � �� / Exhibit B2 $,�': �".ec �� ;,� ,� ,� '� ,�� .-�;,�,�"� � � /k � �� , � � ` � ��rw� �,rt °��°"�'��•- r�r �" ` /", ��W � N�� rn � � � � / /,. ��"��,�_ � R��,� �, Q_ _� � � � �� y � ��"� ��ar� s yfi � O � � � �: / µ „.. � �j� O T G�? /� � � =�� '�� ,��. � - ��b � v-��'��`�`�r� N �� y � _ �� t �� °� ° � Y�.� �2„' V1 � ; gw� .�,� ` ,� � �'` n i �� `� y ��"° �� ' � y a ��r�j�� .�� #�,"" ;'`� `� ��'�' � r- H� 5� r' €+��'i °�� * � �' � � w � / � � �'' � ,� � � I / �� r. / / / Exhibit A3 LE(iAL DE8CRIPTION TEMPORARY CONSTRUCTION EASEMENT BEING a 0.521 acre uad �F I�d �it�aa4+� �r� t� �1. �+�� °�Y° ��'� ��'°�r ��, City of Denton, Denlon recorded In Dou�ment Nurtab��9�-1�53 ��tf� k�e�6 Pstap� ��r�'� �"��t� ��',��5 �n�� 9' m re paAicxda�ly desaibed as follows: COMM�i�Cll�� s'l � 5� w�t� i°°r� ��'+�� " �� TNP".set in the SouthwestertY line af State Highway Loop 288 (a var�h�e , r �si_w�y�. fr� rr,��ia�r �+r:�ncr�t� monumeM found fo� re(erenoe bears South 44' S8' 34" East a di� ±�� s�.�� "�a[; THENCE Sou1h 11' 10' 04' Easl deDa�Un9 the ��s�Y W^e � sald State Highway Lcop 288, tar a dlstance of 188.1� teet to a polr�t for oorner at the POINT OF BEOINNING for the herein desc�lbed easemeM; THENCE Sou1h 11' 10' Wl' East tor a�ista�ce oi 81.35 feel to e Pa�� br comer, irom whid� e 5/8 inch iron rod wlth �P �t�nped "TNP' set bears South 11' 10' 04' East a d�stance of 787.70 fee� THENCE No�th 45' 57' 13" West for e distenoe oi b70.60 ieet to e paM for oomcr; iil��NG� �� '�` �" 4� ��t iar � d��+� �sf 1�� 288, irom whlch ��5� �� "��u��st f�r�d for � U� S�� r�y iine €�f ��i �#a� �i� Y r�% �t t� r�ting �1 c�nr� I��a h�3' 1T 19' We�t, a�r� dlsta� ��8�'4.45 i��4, THENCE ir� � �sleriy° di�a�'s, a� 13� �sk�y iin� iri aa+x1 �ti�c�+� i�iighwey Loop 288. and along said non-tengee�t �rvre t� �� r�gM f�+a�i� �+�n�el �ng� a� �; ��' ��', a r�iiu� oi 6619.68 teet. a chord bee�ing o( goulh 4B' �7' � t�a�t� o chc�rd d � 3�.i}� 'I��l ��d an ��1� �F �.'�� teet to a point for comer, THENCE Soulh 39' 38' 06" Weat deper1in91he Soulhwesterty line of said SleUe Highway �oop 288. tor a distance of 103.09 feet to a point for aomer, THENCE Soulh 45' S7' 13' East (or a di:tance of �87•71 �eet �° 1� �Nr ��GINNINa, and ao�aktln9 0.521 aaes o! land� rnore o� less. . � �. �.� �, s T t,�� .,� �� .. � �,+� � � !�. 'i�ar�r. li.�,L.�. "° �"i'�ii�i � Jan. 21, x014 » �..«�.��..�.,.�. .¢ Jan. 7, Z014 — Fkld � � r�^� T.B.P.LS. Finn 10011601 ,�� . � ��,+� _��''�" 3' o � � �. � J�. 0 � o, � o �N� � 0_1N O� �. �Q� � O � � � o � m �� w z �y o ,� p o � � � �� m w y , � �` �. I M 8 � �� Z�� . � � " � � � � �� $� g� �� + �� s �� o � � �� S �� a �� o�� °� Exhibit B3 '�! �� p � � � _ � �, � � � � M � � � ��#�� ^� �°' 3�� . �,� � �� `��' �` � �'� �� :� �:��.�-�� ., � � � ` �� "�� .s,. � � °� i � � �_�' � �.�_ ,. � �. � _ ,�:,�-.�=-'-=�.. --�--- e„�,�.�.��. �-- w�� -� ..__.._� ^.�� .� �_ _-�---6 � � �` ' m � N � � �� v r�� +�� . �, �� u�i�t1 0 � �;: �� M�� ° � s� � `�` � �� r A�e � �'� �� . � � � $ �,� ,�� .� O e ~ � r � �' .•��'�� ,� � �. � � �,. � � • � �sy;�i.�is .. � "� � c�" �',Y OL' 8�-�_.�-'� °� ,� �• �-�-y-�� 8 ,.. �..�� ..�-- � � � �,a - Y �� „.�.�M�� ,l,�y�Q � � o � �. � � ~,ti �� ,� P � � �€ - � �� ' �, � � �,� � � _ _ ,��,,� �Z � � . 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