The URL can be used to link to this page

2014-208s:\legal\our documents\ordinances\14\north locust properties settlement ordinance.doc ORDINANCE NO. 2014-208 AN ORDINANCE OF THE CITY OF DENTON, TEXAS FOR THE PURCHASE OF A 2.493 ACRE TRACT OF LAND BEING GENERALLY SITUATED 1N THE T. TOBY SURVEY, ABSTRACT NO. 1288, CITY OF DENTON, DENTON COUNTY, TEXAS f`PROPERTY 1NTEREST� FOR THE PUBLIC USE OF EXPANSION, CONSTRUCTION, OPERATION, MAINTENANCE, AUGMENTATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, STRUCTURES, AND SUBSTATIONS FOR THE AMOUNT OF FOUR HUNDRED THIRTY FOUR THOUSAND THREE HUNDRED EIGHTY DOLLARS AND NO/100 ($434,380.00) FROM NORTH LOCUST PROPERTIES, L.L.C., A TEXAS LIMITED LIABILITY COMPANY �`OWNEI��;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, the City Council of the City of Denton, Texas f`Cit�� has approved plans for the construction of multiple electric transmission line and substation projeets f�ME Expansion Projects�; WHEREAS, the DME Expansion Projects serve the public interest of the citizens of the City by continuing to provide reliable electric service through electric utility infrastructure expansion and improvements; WHEREAS, numerous real property interests need to be acquired by the City to construct the DME Expansion Projects; WHEREAS, the City needs to acquire a 2.493 acre tract of property owned by North Locust Properties, L.L.C., a Texas limited liability company (referred to herein as"Ownei� for the DME Expansion Projects f`Property Interesf�; the Property Interest is generally situated in the T. Toby Survey, Abstract No. 1288, City of Denton, Denton County, Texas, and is more fully described and depicted in Exhibit"A; which are attached to the Contract of Sale; WHEREAS, the Property Interest is to be used for the public use of expansion, construction, operation, maintenance, augmentation, and improvement of electric transmission and distribution lines, facilities, structures, and substations; WHEREAS, the City made both an Initial Offer and Final Offer to the Owner to purchase the Property Interest; WHEREAS, the Owner has made a counteroffer to the Final Offer of City; WHEREAS, the City is amenable to the counteroffer, and finds that it is in the best interest to agree to it; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations and findings contained in the preamble of this ordinance are incorporated by reference. SECTION 2. The City Council finds that: a. The DME Expansion Projects serve the public interest of the citizens of the City by continuing to provide reliable electric service through electric utility infrastructure expansion and improvements; and b. The acquisition of the Property Interest is necessary for the public use of expansion, construction, operation, maintenance, augmentation, and improvement of electric transmission and distribution lines, facilities, structures, and substations as required by the DME Expansion Projects. SECTION 3. The City Manager, or his designee, is authorized to accept the Owner's counteroffer to sell the Property Interest for the purchase price of Four Hundred Thirty-Four Thousand Three Hundred Eighty Dollars and no/100 ($434,380.00). SECTION 4. The City Manager, or his designee, is authorized to (a) execute (i) the Contract of Sale, by and between the City and Owner, in the form attached as Attachment 1; and (ii) any other documents necessary for closing the transaction contemplated by the Contract of Sale; and (b) to make expenditures in accordance with the terms of the Contract of Sale. SECTION 5. It is the intention of the City Council of the City of Denton, Texas, that if any phrase, sentence, section, or paragraph of this ordinance shall be declared unconstitutional or otherwise invalid by final judgment of a court of competent jurisdiction such unconstitutionality or invalidity shall not affect any of the remainder of this ordinance since the same would have been enacted by the City Council without the incorporation of the unconstitutional or invalid phrase, sentence, section or paragraph. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. � PASSED AND APPROVED this the CHRIS W 2 ATTEST: JENNIFER WALTERS, CITY SECRETARY B u, Y' • ..a. � � � ,t4�'i' V��7 , TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �� _ �- µ�p _�� ,�� J � By. �. � �� , .,. :1 , ,a � �,� . _ . . � �,�F� ��r STATI� OF TEXAS COUNTY OF D�NTON CONTRACT OF SALE NOTICE YOU, AS OWN�R OF THE 1'RUPERTY (AS DEF�NED I3ELOW), HAVE THC RIGHT TO: (1) D15CUSS ANY OFFER OR AGREEM�NT R�GARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTH�RS; OR (2) KE�P THE OFFEIt OR AGIt�EMENT CONFIDENTIAL, UNLESS THE OFFER OR �` .�.Cg��t�ia�N1��T I� SUBJ�CT TO CHAPTER 552, GOVERNMEN ��O,D�. a� �� " `lii� (��t�t�°�ict of Sale (the "Contract") is made this � day of U ., �8�3; effective as of the date of execution hereof by Scller, as def ned hereinf (the "Effective Date"), by and between North Locust Properties, L.L.C., a Texas limited liability company (referred to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipa] Corporation of Denton County, Texas (referred to herein as "Buyer"), 1tECITALS WH�RLAS, Seller owns that certain tract of land being more parficularly described and depicted on �xhibit "A", attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land"); and WHER�AS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the I.and, together witl� any and all righis or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular tlie impi•ovements and fixtures thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROP�RTY For the consideration hereinaf�er 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, ihe Property. Seller, subject to the limitation of such reservation made herein, shall reserve, Por itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Seller, its successors and assigns shall noi have the right to usc or access the surface of ihe Property, in any way, �nanner 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 wiihoui 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, tank's or tank Uatteries, pipelines, roads, electricity or 'oiher utility infrasiruciure, and/or for suhjacent or lateral supporl for any surface facilities or well bores, or any other infi•astructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to tlie exploration or production of same. As used herein, tl�e term "minerals" shall include oil, gas and all associated hydroearbons, and shall exclude (i) all substances (excepi oil, gas and all associated hydrocarbons) that any reasonable exiraction, mining or other eaploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface of tlie Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The inteni of the parties hereto is thai 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 hereiii, the term "surface of the Property" shall include tlie area from the surface of tlie earth to a depth of five 1lundred feet (500') below the surface of the earth and all areas above the surface of the earth. ARTICLE II PURCHAS� PRIC� AND EARNF.,ST MONEY 2.01 Purchase Price. The Purchase Price to be paid io Seller for the Property is the sum of ��-i��=�d�'i�i�T��-.�=�`1'��=1� ��1� ,, fi o - .00 he "Purchase Price"), �. �� ;� � �, � �� 2.02 Earnest Money. Buyer shall deposit the sum of One Thousand and No/l00 Dollars ($1,000.00), as Carnesi Money (herein so called) with Title Resources, LLC, 525 South Loop 288, Suite 125, Denton, Texas, 76205, (the "Title Company"), as escrow agent, within fourteen (14) calendar days of the Effective Date hereof All interest earned thereon shall become part of the �arnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with al] interest earned thereon, shall be applied to the Purchase Price at Closing. In all other evenis, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. 2.03 Independcnt Contract Consideration. Within fourteen (]4) calendar days after the Tfi'ective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No/100 Dollars {$ ] OO.00� (the "Independent Contract Consideration"), which amount ihe parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's ConU•act of Sale Page 2 of 23 execution and delivery of the Contract. The lndependent Contract Considei•ation is in addition to, and independent of any other consideration or payment provided in this Contract, is no�i-refundable, and sliall be retained by Seller notwithsta�iding any otller provision of this Contract. ' ' � ARTICLE III TITL� AND SUI2VEY 3.O1 TiNe Commitment. (a) Within twenty (20) calendar days after the Effective Date, Seller shall cause io be furnish�d to Buyer a current Commitmeni for Title Insurance (the "Titile Commitment") for the Property, issued by Title Company. The Title Commitment sl�all set forth the state of title to the Property, 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, encroaclimenis, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "�xception"). (b) Along with the Title Commilmeni, 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 Excepiions (the "Exception Documents"), including those described in ihe Tiile 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 Effeciive Date, Seller shall cause to be prepared ai Buyer's expense, a current on ihe ground survey of ihe Properly (the "Survey"). The contents of ihe Suivey 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 adjoinin� the Property, waier courses, l00 year nood plain, fences and improvements and structures oi' any kind. Tlie Survey shall describe the size of the Properiy, in acres, and contain a metes and bounds description thereo£ Seller shall furnish or cause to be furnislied any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order io amend the survey exception as required by Section 3.05 below. The description of the Property as set forth in the 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 have a period of tifteen (15) calendar days (the "Title Review Period") commencing with the day I3uyer receives the ]ZSt of the Title Commiimcnt, the Survey, and the Cxception Documents, in which to give wriiten notice to Seller, specifying Buyer's objections to Contract of Sale Pagc 3 of 23 one or more of the items ("Objections"), if any. All items set forth in the Schedule C of tl�e 1�iile Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied ai or prior to Closing, shall be deemed to be Objections without any action by Buyer. � 3.04 Seller's Obligation to Curc; Buyer's Right to Terminate. The Seller shall, within tweniy (20) calendar days afler Seller is provided notice of Objectio�IS, 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. Notwiihsianding 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 tl�e Effective Date, If Seller fails or refuses to satisPy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer does not agree in wriiing to an extension of that period, said extension to not exceed an additional thiriy (30) calendar days, then Buyer has the opiion of either: (a} waiving the unsatisfied OUjections 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 Contraci by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligaiions, one to the other, with respect to ihe subject matter of this Contract. 3.04.A. Additional Title Commitment. Due to the fact that the effective period of the Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to Buyer, no earlier than ninety one (91) calendar days afier the Cffective Date a�ld no later than one hundred ten (110) calendar days after the �ffeciive Date, a Title Commitinent ("Updated Commiiment"), in the form of the Title Commitment prescribed by Section 3.01, above. Buyer shal] have fifteen (15) calendar days to review and provide Objections, if any, to the items in the Updaied Commitment in the same manner as prescribed by Section 3.03 related to ihe Title Commitment. All time periods related to review and cure of the Objections, waiver of uncured Objections and terminalion 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 ihe amouni of the Purchase Price and insuring t11ai Buyer has indefeasible fee simple title to ilie Property, subject only to the Permitted �xceptions. The 7'itle Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, wiih the standard printed or common exceptions amended or deleted as follows: Contract of Salc Page 4 of 23 (a) survey exception must be amended if required by Buyer to read "shoriages 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 ihe Survey, if a I'ermitted Exception); (c) no exception will be permitted for "righis of parties in possession"; (d) no liens will be shown on Schedule B. 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 1��.vrr,w PERIOD 4.01 Rcvie�v Period. Any term or provision of this Contract notwithsianding, the obligations of Buyer specifed in this Coniract are wholly condiiioned on Buyer's having determined, in Buyer's sole and absolute discretion, during the period commencing with the rffective Date of this Contract and ending sixty (60) calendar days thereafter (the "Absolute Review Period"), based oi� such tesis, examinations, studies, investigaiions 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 Quyer's purposes. IIuyer is granted the riglit io 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 judginent, that the Property is not suitable, for any reason, for Buyer's intended use or purpose, the Buyer may lerminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any eveni prior to ihe expiration oi' the Absolute Review Period, i�1 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 til�is Contract pursuant to the terms of this Article IV, Section 4.O1, Buyer will }�rovide to Seller copies of (i) any and all non-confideutial and non-privileged reporls and studies obtained by Buyer during the Absolute Review Period; and (ii) tlie Survey. ARTICLE V R]a;PR1:S�NTATIONS, WARRANTIES, COVENANTS AND AGItEEMENTS 5.01 Represcntations and Warrantics of Seller. To induce Buyer io enter into ihis Contract and conswnmate the sale and purchase of the Property in accordance with the tei•ins and provisions herewith, Seller represents and warrants to Buyer as of the rffective Contract of Sale Page 5 of 23 Date and as of the Closin� Date, except where specific reference is made to another date, that: (a) The descriptive information concerning the Property set forth� in this Contraci is complete, accurate, true and correct. (b) Tliere are no adverse or other pariies in possession of tlle 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, excepi those described in the Leases, as defined in Articic V, Section 5.02(a). (e) The Seller has good and marketable fee simple title to the Property, subject only to tl�e Permitted Cxceptions. (d) 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 otl�er knowledge or information of, any pending or threatened judicia) or administrative action, or any action pendi�lg or threatened by adjacent landowners or olher persons against or afiecting the I'roperty. (� 7'he Seller has disclosed to Buyer in writing of any and all facts and circumstances 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 lias paid al] 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 sucll liens. (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances, (i) Seller has not contracted oi• entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or talcen any action which would result in any real estate broker conunissions or f nder's fee or other fees }�ayable to any other party with respect io the transactions contemplated by tllis Contract. (j) To the best of Se]ler's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property. As used in this Contract, "Hazardous Substance" means and includes all hazardous and toxic substances, waste or materials, chemicals, and any pollutant . , - . or contaminani, i�icluding witl�out limitation, PCB's, asbestos, asbestos- containing material, petroleum products and raw materials, that are included under or regulated by any Cnvironmental Law or that would or may pose a health, safety or environmental hazard. � � As used in this Contract, "�nvironmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or l�ereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous Substances, including without li�niiation, the Comprehensive Cnvironmenial Response, Compensation and Liability Act (42 U.5.C. 9601, et seq.), as amended by the Superfund Amendments and Reauihorization 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-u}� statutes and all rules and regulations presently or hereafter promulgated under or related to said siatutes, as amended. (k) All Leases, as defined in Artecle V, Section 5.02(a), shall have expired or otlierwise 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 de�ined in Section 1445 of the ]nternal Revenue Code of 1986, as amended. 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows: (a) Unless stated otherwise, within ten (10) calendar days afier the Effective Date, Seller, at Seller's sole cost ai�d 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� relaiing to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendmenis thereto (the "Leases"). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modif cations, supplements and amendments thereto, with respeci to the Property that Seller possesses or has the right to receive. (b) rrom the Cffective 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 Contraci of Sale Page 7 ot'23 agreement, conveyance or any 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 tlle Property after the date of Closing. � � (ii) Advise ihe Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Propei�ty. (iii) Not take, or omit to take, any action thal would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any riglit, title or interest whatsoever in or to the Property, 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 permitied by law, from all loss, liability, and expense, including, without limitation, reasonable attorneys' fees, arising or incurred as a resuli of any ]iens or claims resulting from labor or materials furnished to the Property under any written or oral contracts arising or entered into prior to Closing. 5.03 Survival Beyond Closing. Notwithstanding anytliing to ihe conlrary contained in this Contract, the representations, warranties, covenants and agreements of Seller contained in tl�is Contract sl�all 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 P1tECEDENT TO PERFORMANCE G.OI Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the desi�nated time periods, all of the following sl�all have occurred: (a) Seller has performed, furnished, or caused to be furnished to Buyer all items reyuired io 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, warraniies, covenants and agreements of Seller coniained in ihis 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 periorm under this Contract, if on lhe Contract af Sale Page 8 of 23 date of Closing, any portion of the I'roperty has been condeinned by an entity other than 13uyer, or is the subject of condemnation, eminent domain, or other material proceeding initiated by an entity other than I3uyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner. � � 6.04 lteview Period. Buyer is not obligated io perform under this Contract if Buyer delivers notice t.o Seller pursuant to Article IV, Section 4.01 that Buyer has detennined that the Property is unsuitable to or for Buyer's purposes. 6.05 I3uyer's Right to Waivc Conditions Precedent. Notwithstanding anything contained in iliis Coniract to the confirary, 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, ai any time prior to Closing, a written waiver specifying the waived condition precedent. 6.06 Buyer's Termination if Conditions Precedent Not Satisficd or Waived. If any of the conditions precedent to the perfonnance of Buyer's obligations under this Contract have not been satistied by Seller or waived by the Buyer, tlie Buyer may, by giving written notice to Seller, terminate this Contract. On Buyer's termination, the �arnest Money shall be immediately returned to Buyer by the Title Company. The Seller shall, on written requesi from Iiuyer, promptly issue the insiruciions necessary to instruct the Title Company to return lo Buyer the �arnest Money and, thereafler, except as otherwise providcd in this Contract, Buycr and Seller shall l�ave no further obligations under this Contraci, one to the oiher. ARTICLE VII CLOSING 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Tiile Company and shall be accomplished through an escrow to be established with the 1'itle Company, as escrowee. The Closing Date (herein sometimes called), shall be one hundred and eighty (l80) calendar days after the �ffective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7.02 Itcros to Ue Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause io be delivered to Buyer or the Title Company, at the eapense 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 Cxliibii "B", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; Contract of Sale Pabe 9 01�23 (iii) Other items reasonably requested by the Title Company as administrative requirements lor consummating the Closing. (b) Buver• At tlle Closing, Buyer s11a11 deliver to 'Seller or the 'I'itle Compai�y, the following items: (i) The sum required by Article II, Section 2.01, less the Carnest Money and interest earned thereon, in the form of a clieck or cashier's check or otlier immediaiely 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 tliis Contract and without limiting tl�e general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. 1'he 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. Ii' the actual amount of taxes for the calendar year in wliich 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 io tl�e 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 lcnown, 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 ihe period of time prior to ihe Closing Date (including, but not limited to, subsequent assessments for prior years due to cliange of land usage or ownership occurring prior to the date of Closing) and T3uyer shall pay for those taxes atlributable to the period of time convnencing 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. �ach party is responsible for paying the legal fees of its coui�sel, in negotiaiing, preparing, and closing the transaction contemplated by this Contract. Seller is res}�onsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyet• is responsible ror paying fees, costs and expenses identified herein as being the responsiUility of Buyer. lf the responsibility for such costs or expenses associated with closing the transaciion coniemplated by this Contract are not identified herein, such costs or expenses shall be allocated beiween the pai�ties in the customary manner for closings of real property similar to the Property in Denton County, Texas. Contract of Sale Page 10 of 23 ARTICL� VI11 D�FAULTS AND REMEDIES 8.01 Seller's llefaults and Buycr's Rcmedies. (a) Seller's Dcfaults. 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 wiih 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 specif ed in Articic 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) I3uyer's Rcmcdics. If Seller is in default under this Contraci, Buyer as Buyer's sole and exclL�sive remedies ior the default, may, at Buyer's sole oplion, do any of the following: (i) Terminate this Contract by written notice delivered to Seller in which event ihe 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 necessa�y to cause the Title Company io return to Buyer the �arnest Money; (ii) Enforce specific perforniance 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 Convnitmeni, whereupon Buyer shal] waive title objections, if any, and accept sucll title withoui reduction in Purehase I'rice on account of title defects and shall be entitled to assert any rights for damages Uased 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 availaUle to Buyer at or by law, ec�uity, coniract or otherwise. 8.02 13uyer's llefault and Sellcr's Remcdies. (a) Buyer's llefault. 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 Contracl of Sale Page 1 1 of 23 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 Remcdy. 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 eitlier one of the following: (i) Terminate this Contraci by wririen notice delivered to Buyer in which event tlie Seller shall be entitled io a return of ihe 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 �arnest Money; or (ii) Enforce specific performance of this Contract against Buyer. ARTICLE IX MISCELLANEOUS 9.01 Notice. All notices, demands, reyuests, and other communications required hereunder shall be in writing, delivered, unless expressly pravided otherwise in this Contraci, by telephonic facsimile, by hand deliver�� or by United States Mail, and sliall be deemed to be delivered, upon the earlier to occur of (a) t11e daie provided if provided by telephonic facsimile or ]land delivery, and (b) the date of the deposit of, in a regularly maintained receptacle for the Uniied States Mail, registered or certif ed, return receipt requested, postage prepaid, addressed as follows: SELLER: BUYCR: North Locust Properlies, L.L.C., City of Denton a Texas la��tc�� [it��a 1` � Paul Williamson _.��%� �- �.� � r� ��1 � Real Estate and Capital Support ��. ��• =±"��''�_�� : � � �, �"� �lo�D � 90 ] -A Texas Street Telecopy �/�,�C� - �'��' - � �,.��r� Denion, Texas 76209 Telecopy: (940) 349-8951 Copies to: For Seller: "I�elecopy: For Bu� Scott W. Hickey, Attoniey at Law Kelsey, Kelsey & Hickey, PLLC P.O. Box 918 Denton, Texas 76202 Telecopy: (940) 387-9553 Contract of Sale Page 12 of' 23 9.02 Govcrning Law and Venue. This Contraci is beinb executed and delivered and is intended� to be performed in the State of Texas, the laws of Texas governing the validiiy, construction, enforcement and interpretation of this Contract. THIS CONTRACT IS PERFORMABLE IN, AND THE EXCLUSIV� V�NUE POR ANY i1CTION I3ROUG1iT WITH RCSPI;CT HERETO, SHALL LIE IN D�NTON GOUNTY, TrXAS. 9.03 I:ntirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreemenis and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcemeni is sought. 9.04 Parties Bound. This Contract is binding upon and inures to the benefii of Seller and Buyer, and their respective successors and assigns. If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Yroperty Records of Denton Couniy, Texas, imparting notice of this Contract to ihe public. 9.05 Risk of Loss. If any damage o�• destruction to tlie Property shall occur prior to Closing, or if any condemnation or any emineni domain �roceedings are threatened or initiated by an entity or party other than Buyer that might resuli in the taking of any portion of tlie Property, Buyer may, at Buyer's option, do any of ihe following: (a) Terminate ihis Contract and withdraw i�om this iransaction without cost, obligaiion or liability, in which case ihe rarnesi Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in whicl� case Buyer, with respect to the Property, shall be entiiled to receive auy (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for lhe Property related to the eminent domain proceedings. Buyer shall have a period of up to ten (] 0) calendar days after receipt of written notification fi•om 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. I�i the event Buyer elects to close prior to such final settlement, ihen the Closing shall take place as provided in Article VII, above, and there sliall be assigned by Seller to Buyer at Closing all interests of Seller in and io any and all insurance proceeds or condemnation awai•ds which may be payable to Seller on account of sucli event. In the event Buyer elects to close upon this Contract after f nal settlement, as described above, Closing shall be held five (5) business days af�ei• such final settlement. 9A( Further Assurances. In addition to the acts and deeds recited in this Contract Contract of Sale Page 13 of23 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 iransactions contemplated hereby. Noiwithstanding anything to the contrary contained in this Contract and withoui limiting the general application of tl�e provisions of Seetion 5.03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Timc is of thc �ssence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 9.08 Cxhibits. 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 De»to�l, Texas, to Prank Payne, P.E., City �ngiiieer of Iiuyer, or his designee. 9.10 Contract �xeeution. 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 Abreement by signing any such counterpart. 9.11 Business Days. lf 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 tl�e date of such performance, as the case may be, shall Ue 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 fi�om the transaction contemplated by this Contract. SELLER: North Locust Properlies, L.L.C., a Texas limited liability company , �`� �� • �� - � .��...,_. ��. m�_ �.._ , � � � .. Capacity: ��1�� j � �� Lxecuted by Seller on the �l� _ day of y�$��r �2'� � ,��• Contract of Sale Page 14 of 23 BUYER: By� .� . r� . r. ��_�--�-. ��`�i2�xk� C. �t�iN��'�3I:LI,, CITY MANAGER Executed by Buyer on the ��h day of I�l \ rYl -I% , 2013. ATT�ST: JENNIrER WALTERS, CITY SECRETARY BY: � �'�`,�'' ' � .��`=`�°�� APPROVED AS TO LEGAL FORM: SCOTT W. HICK�Y, KELSEY, KELSEY & HICKCY, PLLC ,� . BY: Contract of Sale Yage 15 of 23 \ _ _ , ! , .:. , • By its execution below, Title Coinpa�� cl��<��I�� iA��:i��t ��`ar� �:;��.�:c�t�:ci �c��v of this Contract. Title Company agrees to c��x�}�iy �rg�l�> ��7c1 l�u i�c-��a��r� l��• j�� t��'�� '�� provisions of ihis Coniract and to perform id� �!t€tie� }��a�`��t 1c� �h� ��'��'isa�� c�f� t��,� Contract and comply with Section 6045(e) e�f th�: I�zt��i��il ��v�� Cs��` ��' �� amended fi•om time to time, and as furlher set forth in any regulations or forms promulgated thereunder. TITLC COMPANY: Title Resources, LLC 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 3 81-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: W , 2013 Contract of Sale Page I 6 of 23 Exhibit "A" Page 1 LEGAL DESCRlPTION BEING a 2.493 acre tract of land situated in the T. Toby Survey, Abstract No. 1288, Denton County, Texas, and being part of a called 11.46 acre tract of land described in a Deed to No�th Locust Properties, LLC., as recorded in Document No. 2010-52041 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner af �r� interisar' �l� ��rn�r t�f t�� v� �+�� '� �� tract, said point beinc� ih� N�arkk�w�st comer c�f a c�lled �.37a �cr� �r��t �i Iae�d cies�r�b�d i�� a i�� tt� tF�c� City of Denton, Tex��, a� ��or�ed in V��uni� i��, P��e �72 �f ih� L��ci Rec�rcis �a� ��nlc�� G�ur�ty, Texas, said point �I�c� ��r�� a� �n angle ��int ir� th� ��st 4iR�� c�# f�lc�� C, pe� th� Fi�w�l �i�� c�� -� Hacienda Heights, I�Yaas� I, �s t��c�rded in C�b�net L+U, E�,�g� ��a� �f tM�� 'i�t R�c��ds c�f f��nt�n ��ss�nty, Texas; THENCE No�th 00°10'49" ��st (t�art�� ?�3��'�5" C�ast ��r s�yd r'�a� ��rded in Cabinet W, Page 666), along the East line of said k�le�ck C�f �.a ��ci��d� ��I�ights, P��e �, far � distance of 359.78 feet (359.82 feet per said Plat recorded ir� ��bir��t W, �'ag� �6�� #c� ��18 I�+ct� �rc�r� ra� with cap stamped "TNP" set for corner in a non-tangent curve ta the right ir� ti�� uth I�n� �a� B��10 �fr�ct, ivariable width right-of-way per said Plat recorded in Cabinet W, Page 666); THENCE in an Easterly direction, along the South line of said Beall Street, and along said non-tangent curve to the right having a central angle of 02°31'S1", a radius of 387.50 feet, a chord bearing of North 88°47'S3" East, a chord distance of 17.12 feet and an arc length of 17.12 feet to a 518 inch iron rod with cap stamped "TNP" set for corner; THENCE South 89°49'40" East (South 89°34'35" East per said Plat recorded in Cabinet W, Page 666), continuing along the South line of said Beall Street, for a distance of 245.83 feet (245.82 feet per said Plat recorded in Cabinet W, Page 666) to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 44°17'24" East (South 44°03'41" East per said Plat recorded in Cabinet W, Page 666j, continuing along the South line of said Beall Street, for a distance of 28.07 feet (28.02 feet per said Plat recorded in Cabinet W, Page 666) to an "X" cut in a concrete drainage structure set for corner; THENCE South 88°42'16" East (South 88°32'46" E�sk �aer s�id �lat r��:c�r�� r� �� . �� '�� continuing along the South line of said Beall Street, f�r� � di�f�n�� f ��,�� •�� `�� °� �I�� recorded in Cabinet W, Page 666) to an "X" cut in a�vn�r�t� �r�inag� str�r��rr� ��t ft�r c�rn�r in 11i�: VlTe�t line of North Locust Street (F.M. 2164 - 90' right-of-way p�r V`csiur�e ��i, ��g� �� '�� "��' °� Denton County, Texas), from which the calculated �larti��t ��rra�r c�f ��i�f "i 1_4� �cre tr�c� k�� °�� 01°11'10" East a distance of 72.32; THENCE South 01°11'10" West (South 01°14'40" East per said Deed recorded in Document No. 2010-52041), along the West line of said No�th Locust Street (F.M, 2164), for a distance of 340.29 feet to a 518 inch iron rod with cap stamped "TNP" set for corner at the most Easterly Southeast corner of said 11.46 acre tract, said point also being the Northeast corner of the above cited 3.375 acre tract; �H�N�E �Eart�� #3�°4'�°��" '�V�;�t (�c�rti� �3�°41'09" West per sai�i [��t� r��;�a�`deci in i��cu�`t��nt hJr�. ��?iCY-5�f��1), d��rtinc� th� V'11��t lit�e c�f �aid North Locust Street (F.M. �1��, �n�i alang ti�� gCi� li�� c�f s�9� i'�.4� acr� �ract an� tti� i��r�i� lir�� c�f said 3.375 acre tract, for � d9�t�nc� �f 2��J.97 f��t ��9�' fe�t �er s�'s� G}��c� r��ra�d��9 ir� Ci�resamew�t h9�. �010-52041) to the POIhlT C7F ��ihJ�liNG, �r�d �t�rs�a�r�i��c� 2.493 acres of land, more or less. Contract of Sale Page 17 of 23 .;��+ E€_ `� � �j�ii a� a f�i �� 4 Ec� �r F�` i�i e��. _ ax � `e � E �� i R` Q ::; � �t � :�.! � *:�� $i � �� FY �� :� �[ �� f� i� s �eg �? �� S g� �� e r �8 �i �� r �l �� .� . _ '_ � }�[ � i! � s '; E � �; � ff � €p� S E 9 h � � � � � �� i d � r � e� � ': � � _ �p� �y _ �1 e r+re. a u �9. i � � $ ,, _ $ 1 .� v.�.� t -. ��,,�� :�.._.- � � � � y �. r ¢2 d o b y �� o si A � � �� i � K � �ps�Y� m o b • E ��Q� y � m „ �b �ryc �ffi nim . < �� ' � ��,'� ��4 € g � , c E � � g. , ��s (�� ,[�� ; f��. '�� ,,�.� s-f ��} ��t �'a 4 I�( ';� � [ L � ;�� , i�j �� g�i �� - 1�� . �° Y� i F� �� i��p�� f� ; fa � j �� a r� � 9 ei � �� F �� S I� � € ; �a e � �� g� � ` �� ig � � E�� ; �a1 � i� i� � � k� � �� ;�o � i[ `- d� , =:t I i � � .� � � er � �� ta� �� ;{� � � ��5 5'; �� i J ¢ - �gI Aif �� ` �� e � x � � �:� �� C Q � � " rs ��:�Q 9��f i � � � �s '� � � � €�� t � � �� z'yi � � � � 9i ti f � � @ i� j� � � � e fE Ir 6(($ �� r� E� �� i'� �� 'tl` �� `� ia 7°s� j€� .{qE xR [ x4 �� kc�. Y�6 1.�9 [�� y� r� ;� � ;�� ':� z [F ii fi a� re� r�a �� i� �� i� �� ;p� �i �' 7 7 ;€y ;; CY �� F =t �[ �f ��. �� i �! �E� �� € �,� ' f �eF ec !� �� i �� y�� rp °s°i �f 8E ��g+ �� 1 �' '��l �j Ep� S` E�1 �l �� f �x �'� s' i�l '! `� gr �tfi �� 1 1Y ft ir �� r E�.. �i E°` �` �` �� `�� !� 9`I t F $; �� ig *� �� jf i�f [ I �� f� F ; p q � �1� �� d�t � 3 �� #�i �: FRESCAFALLS "k k�;� �t,.. �_ . � � ��.:. � � ..;�k } � � -�� 1 � 1 �� . -� � � a C � _ �i i � a,� . �i �� u s� � �. L i � I � t��l � � � S i � �i � � � � �. � ne .+*. � 1 g � p °� ,,, . — F •""' 11W?'3tl`�J E ]',J':i .Ttt a'k ± •- - ..., � �_ � i� 9 _ w... ...vr � evn� � '.� I . e.�.,.s "•.��,'R.yµ.� i i._.y`'. _ �. �..... — i � i\A�� ..' ,am,.-.�..,.. I � "a`y��'�� w � ty ( � sa} l h � �'o`"c ��'��* � k �' � �" �G ,�� p�� : u � � � ��5�� ' � "�� , � � � s F� �i� o �� '°' � F�, ,��p�=�,�.``� r%�e ;• . g �� ; � `�' p`'�'�.``� ` s RSaR �� ,�',V�� ii '��``,�°"� �"``'`�; � 6s � � `s � � .� � j� -;�;�`�`�'�� `" `` `� � 1,�'� � �� -�� y t '� ��,;t; �� `'•r��-�,° � �, , �� ,� ;�� ,�. y--�� ' "�'��,}�``�'` ��:,,:"��; �s � k if; � i !. �� i F. ' i � � A 7 rt 1 � �„'��' N # s�Z� � i �� 6 � !� � a 3 �i} �' 'x �¢� �� 1 � ' � � \� � 4 � ��Yi��i� q� 3 �� . .., i __ i �� 4��v\��_' �#'� _ �f�{ 1 i � I o �'• 4 � i , , �E �� `� r,�� i I �`� ° �,Sr""4'''i �'�, � _ ` {' � �.� w ,6 °fi i w� r :� �r� � �R�' � .�� - {s , '�...°'. ...�e. ��.rcz.s- ., _. �� . �� . � 6R, ` � _, - � ..., ��w 9e0d9 � + r 1 �w-. ,..d .. .,.:. ' M M ! Y ( t, �� y�� i � 1i4ydi � (�; V �4 � � ., � 'F�� k +� ...._� ' M. LU[.tA'al bTHL��.fi e! 4 C9g +x . , _. �° g e' {r��at�v� � ` I€:E � ._. � .. _.. _.;.a___• ��. --s r;ti�°L� °—"`�-- �'�°"E'_ _ �_...� G. � k.._—g_.._ � � �"d : ��a y 1 _ °— "�_. . � u _.. _ _. e _ _ ,...- �Y_. _ . - — —_ , ..._. _ _ ._ :, w.�.�W_.v �.._��_.�._...-m.— x. i �� e `pp � � ��I 6 r"r 99; �q�� ' }�rg R�y � "�� 1 iF � zi� y�� r., i�k F �T'.��.. �� ;��„,� '"� ¢¢¢ �I W :: r� � � �n) Z �� , � . , EXHIBIT "B" to Contract of Sale NOTICE OF CONFIllCNTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKr ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMI+:NT THAT TItANSF�RS AN INTEREST IN REAL PROP�RTY BEFORE IT IS FILED FOR R�C012D IN TH� PUBLiC RECORDS: YOUR SOCIAL SECURITY NUMI3�R OR YOUR DRIV�R'S LICENSr NUMB�R. SP�CIAL WARRANTY DrED STAT]C OF T�XAS § COUNTY OF llLNTON § KNOW ALL MEN BY TH�S� PRI;S�NTS That NoiKh Locust Properties, L.L.C., a Texas limiied liability company (herein called "Grantor"), for and in consideration of ihe sum of TCN 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 �. McKi�u-iey, Denton, Texas 76201, lhe receipt and sufficiency of which are hereby aclaiowledged and confessed, subject to the reservations set forth below, has GRANTCD, SOLD and CONVI;YED, and by these presents does GRANT, SELL and CONVCY, unto Grantee all the real property in Denton County, Texas being particularly descriUed and depicted on Exhibit "A", atiached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interesis 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 (colleciively, the "Property"). Grantor, subject io the limitation of sucli reservation made herein, reserves, for iiself, its successors and assi�ns all oil, gas and other niinerals in, on and under and that may be produced fi•om the Prope��ty. Grantor, its successors and assigns shall not have Contraci of Sale Page 19 of 23 the right to use or access the surface of ihe 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, includ'ing 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, ianks or ta�lk 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 infrast��ucture 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 lierein, the te1'm "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances (except oil, gas and all associated hydrocarbons) tl�at any reasonable extraction, mining or other exploration and/or production inetl�od, operation, process or procedure would consume, depleie or destroy the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the sw�face of the Property. The intent of the �arties hereto is that the meaning of the term "minerals" as utilized herein, shall b� in accordance with that set forth in Reed v. YVylie, 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 oi' f ve hundred feet (500') below ihe surface of the earth and all areas above thc 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 puiposes and incorporated by reference as is fully set foMh herein.) TO HAVC AND TO HOLD the Property, together with all and singular the rights and appurtenances tllereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and Contract oi' Sale Page 20 of 23 assigns to WARRANT AND F'OR�VER DEI'END all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfiilly claiming or to claim the saine or any part thereof when the claim is by, through, or wider Gcantor but not otherwise. EXCCUTED the GRANTOR: day of North Locust Properties, L.L.C., a Texas limited liability company BY� �.rw�,.�,�...�....e.��.� Capaciiy: State of Texas County of ^ § § § 2013 This instrument was acknowledged before me on this day of 20l 3 bY as -- , � �.�..� . w� �_ ... __. .._ .. _ . .� r� ...n..� . of North Locust Properties, L.L.C., a Teaas limited l�aUility company on behalf of the said company and in the capacity iherein stated. Upon Piling Return To: `fhe City oi�Denion-�n�ineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Notary Public, State of .�,. My Commission Ex}�ires: Contract of Sale Page 21 of 23 Send Tax Qilling Statements To: Tlie City of Denton Attn: Pinance Department 215 East McKinney Street Denton, Texas 76201 Exhibit "A" Page 1 LEGAL DESCRIPTION BEING a 2.493 acre tract of land situated in the T. Toby Survey, Abstract No. 1288, Denton County, Texas, and being part of a called 11.46 acre tract of land described in a Deed to North Locust Properties, LLC., as recorded in Document No. 2010-52041 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod found for corner at an interior ell corner of the above cited 11.46 acre tract, said point being the Northwest corner of a called 3.375 acre tract of land described in a Deed to the City of Denton, Texas, as recorded in Volume 732, Page 972 of the Deed Records of Denton County, Texas, said point also being at an angle point in the East line of Block C, per the Final Plat of La Hacienda Heights, Phase I, as recorded in Cabinet W, Page 666 of the Plat Records of Denton County, Texas; THENCE North 00°10'49" East (North 00°25'25" East per said Plat recorded in Cabinet W, Page 666), along the East line of said Block C of La Hacienda Heights, Phase I, for a distance of 359.78 feet (359.82 feet per said Plat recorded in Cabinet W, Page 666) to a 5/8 inch iron rod with cap stamped "TNP" set for corner in a non-tangent curve to the right in the South line of Beall Street, (variable width right-of-way per said Plat recorded in Cabinet W, Page 666); THENCE in an Easterly direction, along the South line of said Beall St�eet, and along said non-tangent curve to the right heving a central angle of 02°31'S1", a radius of 387.50 feet, a chord bearing of North 88°47'S3" East, a chord distance of 17.12 feet and an arc length of 17.12 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 89°49'40" East (South 89°34'35" East per said Plat recorded in Cabinet W, Page 666), continuing along the South line of said Beall Street, for a distance of 245.83 feet (245.82 feet per said Plat recorded in Cabinet W, Page 666) to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 44°17'24" East (South 44°03'41" East per said Plat recorded in Cabinet W, Page 666), continuing along the South line of said Beall Street, for a distance of 28.07 feet (28.02 feet per said Plat recorded in Cabinet W, Page 666) to an "X" cut in a concrete drainage structure set for corner; THENCE South 88°42'16" East (South 88°32'46" East per said Plat recorded in Cabinet W, Page 666), continuing along the South line of said Beall Street, for a distance of 23.34 feet (23.37 feet per said Plat recorded in Cabinet W, Page 666) to an "X" cut in a concrete drainage structure set for corner in the West line of North Locust Street (F.M. 2164 - 90' right-of-way per Volume 400, Page 13 of the Deed Records of Denton County, Texas), from which the calculated Northeast corner of said 11.46 acre tract bears North 01°11'10" East a distance of 72.32; THENCE South 01°11'10" West (South 01°14'40" East per said Deed recorded in Document No. 2010-52041), along the West line of said North Locust Street (F.M. 2164), for a distance of 340.29 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the most Easterly Southeast corner of said 11.46 acre tract, said point also being the Northeast corner of the above cited 3.375 acre tract; THENCE North 89°43'25" West (North 89°41'09" West per said Deed recorded in Document No. 2010-52041), departing the West line of said North Locust Street {F.M. 2164), and along the South line of said 11.46 acre tract and the North line of said 3.375 acre tract, for a distance of 299.97 feet (299.97 feet per said Deed recorded in Document No. 2010-52041) to the POINT OF BEGINNING, and containing 2.493 acres of land, more or less. Contract of Sale Page 22 of 23 �a�,► � � ,� II�� € �'� �iF � �� a �d � �+ �� {� ��'� ��C� � � � � �� `- �� a � �� ;� � � � �� r �� 4jf�; , � � r �� ry ,� :� �r �� r �� }� � �� . � ! -. :/ s � il � �� i�i;��9'�g;�� l8 � �_�} 6�� } €�{;� �`i�� ;� �� g � � r � �� t�x' � � � � �� € F �� ° � � ; i �� y, � �y �� 9 �6{ F� � €�� ( �( i� �� E� �� 9� � �[ $ fR r [ $� g i� i :i �� F i i • � eca l $� �� i �p� �i ��G= �� Es � �� ?i �� "�� IE� _+�� `� f� �� E � �'�a ,ta ��i �� i � I� � �` � �� i�� , � � ' � ��9�, �i� ��' �� f f � " �gt d$�" �� ` �i, € ,,, � �� ° � �� f 6 � � �� i, �» �' � q' � E �S� �� t � t•� �� , � � � �' �� r �� 9� i [[ t � � � E �i sS � �� t.� �� FAESCA FALL8 �1 ir s;� � ".�..`Aa ¢�,:; s � FK ,��, � �i ( ° m�� _ �_- �r .� � � � yfi � � � � a, � �� , s � _ � 5, , _ „� �_� , _ � , . , �1 � � � ' �� Y M n w m M=� . .` -.. ; 1_ _.. . —.4d�Y94e�F'C ]k'S-a� ��,« ; ih..-._.,. ^ � � — _ - .�.� .�._ f- ..�p. ww �� ..�.. ,,,.� � � $ • � , J� b� �"�y� � 1�� w,,..m..w„ G .t 6 � � . �st I � p �O`�' � • i� i �� ,�� , d •— ��-_._— ��a� �� fg �� f� � � � � � r� � �� ,. � F56 �� t� �� `^�� b � a � P��, , ,��, ``� I �1 �-� :��` '� `��: I i � ;�`�;�� .'� � � � � � h � � a� �p n � 3 ��f�m � i� c ��o� � r o � ��m� r y A C & � � m < � �� : �. �� ; �. �� ai� �� '� �� ,� , �� F i �� i I �.A �� pr fq� I } �� Ei �� _ �� {� � �� #E [ � {: `1 `� �� ` �3 i f� �� ,. � fi �� t�s .s �g � 4► , i � .6 i i �. � �l�u 1 � '` � � }� � � . k� �'� F} ��i � ` �� p`s�:.��W�� , � � �� i � .a __ .. ��,�,`;�, '� ..}.._ � �t -- x `'�� i ; � I �� ` '�� "� �° �� w.. �t+� � �� , I � a :: „ �� ``�.��";�� S��w � �% . 1 - . � , ,��., j � � ��`' �;h'�;�`'�` �' �� ;�_' �ox ,. 4 , , • s� -- a - � i i : �x „� , �� q- ;aa, -._ d " p ,..�.��,...,�.� � � p _ � � r...�,_v-.. i _..�., �y.��._ . .-_...*—�. .., , . a .— . ._ _..,, � �. �.� _ �._ " _ �.•\ }�ji�w 6 � %�� s�� _ ..., ._....��r�n�r�[~' fir_�3� rt (F.At.2t64) �S a ,.�.,,. "i—k rrA_..— _._..� .. —,{.. � � .n � ec� sr�. m. _�, `_.. ..�: .m� �. .w..�...,.._ .—,,.�.—....... / � � �a�� . «. f , � . .,: '� � i �i� �a� 1 ;'��.�k — �Ifi x �� ; ��i �;; �� '. r �� ' '�'�.. P:7 �, _ „�__ _ __ __ ._.