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2014-323s:Vegal\our documents\ordinances\14\ordinance-burch counteroffer.doc ORDINANCE NO. 2014-323 AN ORDINANCE AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE A PURCHASE AGREEMENT, BY AND BETWEEN THE CITY OF DENTON, TEXAS, ("CITY"), AS BUYER AND BURCH FAMILY FARM, LTD., (OWNER") AS SELLER, TO ACQUIRE (I) FEE SIMPLE TO AN APPROXIMATE 1.074 ACRE TRACT (THE "SUBSTATION TRACT") LOCATED IN THE W. ROARK SURVEY, ABSTRACT NO. 1087 AND THE J. SEVERE SURVEY, ABSTRACT NO. 1164, BOTH 1N DENTON COUNTY, TEXAS, LOCATED GENER.ALLY ALONG THE EAST L1NE OF U. S. HIGHWAY 377 ADJACENT TO AND EAST OF THE FORT WORTH DRIVE SUBSTATION ADDITION, AND (II) FEE SIMPLE TO AN APPROXIMATE 0.627 ACRE TRACT (THE "PUMP STATION TRACT") LOCATED 1N THE B.B.B. & C. R. R. CO. SURVEY, ABSTRACT NO. 196 AND THE J. W. WITHERS SURVEY, ABSTRACT NO. 1343, BOTH IN DENTON COUNTY, TEXAS, GENERALLY LOCATED WEST AND ADJACENT TO THE G. C. & S. F. RAILROAD RIGHT OF WAY AND RUNNING TO THE WEST RIGHT OF WAY LINE OF F. M. HIGHWAY 1830, AND (III) AN APPROXIMATE 0.476 ACRE INGRESS AND EGRESS EASEMENT TRACT LOCATED 1N THE J. SEVERE SURVEY, ABSTRACT NO. 1164, DENTON COUNTY, TEXAS, LOCATED GENERALLY ALONG THE EAST LINE OF U. S. HIGHWAY 377 ADJACENT TO AND SOUTH OF THE FORT WORTH DRIVE SUBSTATION ADDITION, DENTON COUNTY, TEXAS, AND (IV) AN APPROXIMATE 1.802 ACRE ELECTRIC UTILITY AND COMMUNICATION EASEMENT LOCATED IN THE W. ROARK SURVEY, ABSTRACT NO. 1087, DENTON COUNTY, TEXAS, LOCATED GENERALLY EAST OF THE FT. WORTH DRIVE SUBSTATION ADDITION AND (V) AN APPROXIMATE 1.793 ACRE TEMPORARY CONSTRUCTION AND ACCESS EASEMENT LOCATED 1N THE W. ROARK SURVEY, ABSTRACT NO. 1087, DENTON COUNTY, TEXAS, LOCATED GENERALLY NORTH OF AND ADJACENT TO THE 1.802 ACRE TRACT; (THE "PROPERTY INTERESTS"); ALL FOR THE PURCHASE PRICE OF ONE HUNDRED SIXTY SIX THOUSAND FIVE HUNDRED EIGHTY FOUR DOLLARS AND NO. CENTS ($166,584.00), AND OTHER CONSIDERATION, AS PRESCRIBED 1N THE PURCHASE AGREEMENT (THE "AGREEMENT"), AS ATTACHED TO THE ORDINANCE AND MADE A PART THEREOF AS EXHIBIT "A", (I) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; (II) PROVIDING A SAVING5 CLAUSE; AND (III) PROVIDING AN EFFECTIVE DATE. (DENTON MUNICIPAL ELECTRIC FORT WORTH Tl ADDITION EXPANSION, DENTON MUNICIPAL ELECTRIC FORT WORTH DRIVE AND FM 1830 DISTRIBUTION, AND HICKORY CREEK DETENTION FACILITY PROJECTS: BURCH FAMILY FARMS LTD.) WHEREAS, the City of Denton ("City") made a bona fide offer to the Owner to purchase the Property Interests; WHEREAS, Owner has made a counteroffer to the Final Offer of City; WHEREAS, City is amenable to the counteroffer, and finds that it is in the best interest to agree to same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA1NSµ SECTION 1. The City Manager, or his designee, is hereby authorized (a) to execute for and on behalf of the City (i) the Purchase Agreement, by and between the City and Owner, in the form attached hereto and made a part hereof as Exhibit "A", with a purchase price of $166,584.00 and other consideration, plus costs and expenses, all as prescribed in the Purchase Agreement; and (ii) any other documents necessary for closing the transaction contemplated by the Purchase Agreement; and (b) to make expenditures in accordance with the terms of the Purchase Agreement. SECTION 2. 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 3. This ordinance shall become effective immediately upon its passage and approval. I'���1^,1) ��;1) �I�i���.C�V�I::� �:�a�� t1�� �"�, ,� ..� � � �.� ��4�,� cat .....r.�m�"�� � �.....�:« 2014. ��,, ������� �� � � � �.����,�� �� �.... � .��� �r CHRIS WATTS, MAYO � � R ATTEST: JENNIFER WALTERS, CITY SECRETARY , By: � ,��� �n��' �� ' �, �"������ °* ,� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY . �� �� B �� ° Y� � w�" � ' � � � _�_ _� . ................. EXHIBIT "A" TO ORDINANCE PURCHASE AGREEMENT NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THE RIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THE CITY OF DENTON'S ACQUISITION OF THE PROPERTY WITH OTHERS; OR (2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE. � « g ») � ;�'° � ° � � ,�,, , ..� ...� THIS PURCHASE AGREEMENT the A reement is dated � � ���a �I �� � 2014, but effective as of the date provided below, between Burch Famil� , Ltd., a Texas limited partnership (referred to herein as "Owner") and the City of Denton, Texas ("City"). WITNESSETH: WHEREAS, Burch Family Farm, Ltd., a Texas limited partnership, is the Owner of a tract of land (the "Land") in the W. Roark Survey, Abstract No. 1087, the J. Severe Survey, Abstract No. 1164, the B.B.B. & C.R.R. Survey, Abstract No. 196, and the J. W. Withers Survey, Abstract No. 1343, Denton County, Texas, being affected by the public improvement projects called (i) the Fort Worth Drive Substation Expansion Project ("Substation Project") and (ii) the Fort Worth Drive 1830 Tie In Project (the "Distribution Project"); and (iii) the Hickory Creek Detention Facility Project (the "Pump Station Project"), (the Substation Project, Distribution Project and the Pump Station Project are collectively referred to herein as the "Projects"); WHEREAS, City is in need of certain (i) fee simple lands, being a part of the Land; (ii) an ingress and egress easement, (iii) an electric utility and communication easement, and (iv) a temporary construction and access easement, being a part of and encumbering the Land, related to the Projects; and WHEREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase of the necessary real property interests for the Projects; NOW, THEREFORE, for Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1. A. At Closing, the Owner shall grant, execute, and deliver to the City (i) a Special Warranty Deed (the "Substation Deed"), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Substation Deed, and other interests as prescribed therein (the "Substation Fee Lands"), the Substation Deed being attached hereto as Attachment 1 and made a part hereof, related to the Substation Project; (ii) a Special Warranty Deed (the "Pump Station Deed"), conveying to the City, subject to the reservations described below, the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Pump Station Deed, and other interests as prescribed therein (the "Pump Station Lands") (the Substation Lands and the Pump Station Lands are collectively referred to herein as the "Fee Lands"), the Pump Station Deed being attached hereto as Attachment 2 and made a part hereof, related to the Pump Station Project (the Substation Deed and the Pump Station Deed are collectively referred to herein as the "Special Warranty Deeds"); and (iii) an Ingress and Egress Easement (the "Ingress and Egress Easement"), in, along, upon, under, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Ingress and Egress Easement, the Ingress and Egress Easement being attached hereto as Attachment 3 and made a part hereof, for ingress and egress purposes, as more particularly described therein, related to the Substation Project and (iv) an electric utility and communication easement (the "Electric Utility and Communication Easement"), in, along, upon, under, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Electric Utility and Communication Easement, the Electric Utility and Communication Easement being attached hereto as Attachment 4 and made a part hereof, for Electric Utility and Communication Easement purposes, as more particularly described therein, related to the Distribution Project and (v) a temporary construction e� and access easement (the "Temporary Easement"), along, upon, over and across the tract of land being described in Exhibit "A" and depicted in Exhibit "B" to that certain Temporary Construction and Access Easement, the Temporary Easement being attached hereto as Attachment 5 and made a part hereof, for Temporary Construction and Access Easement purposes, as more particularly described therein, related to the Distribution Project (all collectively referred to herein as the "Easement Lands"). The (i) Special Warranty Deeds shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 1" and "Attachment 2", respectively; and (ii) the Ingress and Egress Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 3" (iii) the Electric Utility and Communication Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 4", and (iv) the Temporary Construction and Access Easement shall be in the form and upon the terms as attached hereto and incorporated herein as "Attachment 5" (the Fee Lands and the Easement Lands are collectively referred to herein as the "Property") B. Owner, subject to the limitation of such reservation made herein, shall reserve, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Fee Lands. Owner, its successors and assigns, shall not have the right to use or access the surface of the Fee Lands, 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 Fee Lands 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 "other minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) all substances that any reasonable extraction, mining or other exploration and/or production method, operation, process or procedure would consume, deplete or destroy the surface 3 of the Fee Lands; and (ii) all substances which are at or near the surface of the Fee Lands, The intent of the parties hereto is that the meaning of the term "other 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 Fee Lands" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. �� �" 2 ��� �����a��r��t�f�t� for t��� ���r�t���� �r��i �������°�,��r�� of � a�� P�°���ae�y to �� C&���y ���� City shall pay to � -k �Uaa�'�i���,�!�.� �wa:�„ "d� kn �,,� o'��,�+4.��d��,�� � '���,w-' .,����vY�s� h ��¢.�4 �,,��4,� " dYY�.��, N..., � ��%J .�I��P�,1,��,�ud�� `" o�a�a�� �° e� a � t;���r���r ��.��.����r�t� �h� sum � T'fa���y���"������r�.�~ ��°���k���a���d���� ���,�+�����). The monetary compensation prescribed in this Section 2 is herein referred to as the "Total Monetary Compensation". 3. The Owner shall convey and grant to the City the Property free and clear of all debts, liens and other encumbrances (the "Encumbrances"). The Owner shall assist and support satisfaction of all closing requirements of the City in relation to solicitation of releases or subordinations of the Encumbrances and other curative efforts affecting the Property, if necessary in the discretion of the City. In the event that all Encumbrances are not cured to the satisfaction of City prior to Closing, such shall not be a default hereunder, although Owner may otherwise be in default under Section 10, below. However, if the Encumbrances are not cured as provided herein, City has the option of either (i) waiving the defects related to the remaining Encumbrances by notice in writing to Owner on or prior to the Closing Date, upon which the remaining Encumbrances shall become Permitted Exceptions (herein so called), and proceed to close the transaction contemplated by this Agreement; or (ii) terminating this Agreement by notice in writing to Owner, in which latter event Owner and City shall have no further obligations under this Agreement. 4, Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project, including without limitation, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project and/or the transactions contemplated by this Agreement, value of, damage to and/or costs of repair, replacement and/or relocation of any improvements, turf, landscape, vegetation, or any 4 other structure or facility of any kind within the Easement Lands, interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to activities on the Fee Lands related to the Project and/or activities within the scope of the rights granted by the Easement, whether accruing now or hereafter, and Owner hereby releases for herself, her heirs, devisees, successors and assigns, the City, it's officers, employees, elected officials, agents and contractors from and against any and all claims they may have now or in the future, related to the herein described matters, events and/or damages. 5. The Closing (herein so called) shall occur in and through the office of Capital Title of Texas - Urbina, 620 West Hickory Street, Denton, Texas, 76201 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 90 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). In the event the Closing Date, as described above, occurs on a Saturday, Sunday or Denton County holiday, the Closing Date shall be the next resulting business day. 6. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. Ad valorem taxes relating to the Fee Lands for the calendar year in which Closing shall occur shall be prorated between Owner and City as of the Closing Date. If the actual amount of taxes for the calendar year in which Closing shall occur is not known as of the Closing Date, the proration shall be based on the amount of taxes due and payable with respect to the Fee Lands for the preceding calendar year, and shall be readjusted in cash as soon as the amount of taxes levied against the Fee Lands for the calendar year in which Closing shall occur is known. The result of such proration is that the Owner 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 Closing Date) and City shall pay for those taxes attributable to the period commencing as of the Closing Date. All other typical, customary and standard closing costs associated with this transaction shall be paid specifcally by the City, except for Owner's attorney's fees, if any, which shall be ����mc� k�y� �.�r�°������. � �� �� � p��, �� �,��.#„ ,f�., I 7. The date on which this Agreement is executed la;y� t�� �������' �����Ik i�� 1��� "�il��;i'i�r� L'��:te"" c�'f' �I�,�� Agreement. 5 8.A. In the event Owner shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, City may exercise any right or remedy available to it by law, contract, equity or otherwise, including without limitation, the remedy of specific performance. B. In the event City shall default in the performance of any covenant or term provided herein, and such default shall be continuing after ten (10) days written notice of default and opportunity to cure, Owner may, as its sole and exclusive remedy, either (i) terminate this Agreement prior to Closing by written notice of such election to City; or (ii) enforce specific performance of this Agreement. 9. THE LAWS OF THE STATE OF TEXAS SHALL CONTROL AND APPLY TO THIS AGREEMENT FOR ALL PURPOSES. THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS. VENUE FOR ANY ACTION ARISING HEREUNDER SHALL LIE SOLELY IN THE COURTS OF COMPETENT JURISDICTION OF DENTON COUNTY, TEXAS. 10. From and after the Effective Date of this Agreement, through and including the Closing Date, Owner shall not (i) convey or lease any interest in the Fee Lands or Easement Lands; or (ii) enter into any Agreement that will be binding upon the Fee Lands or the Easement Lands, or upon the Owner with respect to the Fee Lands or the Easement Lands, after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner or City shall be in writing and shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered and received upon the earlier to occur of (a) the date provided if hand delivered or delivered by telephonic facsimile; and (b) on the date of deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: 6 • ./► ' Burch Family Farm, Ltd. P h o n e . . . . . . . . . . . . . . . . . Telecopy: Copies to. For Owner: Telecopy: CITY; City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Citv: Larry Collister, Deputy City Attorney City Attorney's Office 215 E. McKinney Denton, Texas 76201 Telecopy: (940) 382-7923 12. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties with respect to the subject matter of this Agreement. Time is of the essence with respect to this Agreement. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Special Warranty Deeds or Easements. 14. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity or party other than the City that might result in the taking of any portion of the Fee Lands and/or Easement Lands, City may, at its election, terminate this Agreement at any time prior to Closing. CITY OF DENTON, TEXAS � �� ,� �� � � �� � � �. �� Y °� ��, m� �,�" � . �...���"� �� ., � ,,_., ..,. � GEORGE C. CAMPBELL, CITY MANAGER � : r r , � ��,�_.� ...:.�.:z,._ ". Date �° ,' �` �l '' ( , � 2014 7 ATTEST: .�r : Datf APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY� _ .... ..,_..... .. Date: m� ��s.� ,,. ..�� 2014 OWNER: ►RY BURCH FAMILY FARM, LTD., a Texas limited partnership ,�y: f,�t,(�CM �ARI�I n1�nJaG�MENY� ��-e, ITS GCNEJ�AI- /�A1:TNrK � � � BY� ,��';���` ������a�,�,�`�� �� ��',�"� � „�,,�.� �'�,.�.... Its: w���1 D��t/ T�.,,,,,�... �.�.�.����. Date: � - 3 � , 2014 8 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Company acknowledges receipt of one (1) executed copy of this Agreement. Title Company agrees to comply with, and be bound by, the terms and provisions of this Agreement to perform its duties pursuant to the provisions of this Agreement 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: Capital Title of Texas 620 West Hickory Street Denton, Texas 76201 Telephone: (940) 565-1919 Telecopy: (�y�`�C ' S65-1917 ��„ w_ By. ............. �..� _ __.�..�.................................�...�.._ Printed Name: �. J O R�� U R.,� ►� )�V Title: � SCRouI � €F��y� Contract receipt date: ��+Tpg�, � p , 2014 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 (Substation Deed) STATE OF TEXAS COUNTY OF DENTON . KNOW ALL MEN BY THESE PRESENTS: That BURCH FAMILY FARM, 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 suffciency of which are hereby acknowledged and confessed, 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 in Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its 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; provided, further, however, that the parties acknowledge that the minerals held by Grantor, if any, may not constitute all of the minerals under the Property and there may be third party holders of mineral rights ("Other Mineral Rights Holders") and/or the minerals may be subject to one or more existing oil and gas or other mineral leases ("Existing Mineral Leases") in favor of lessees thereunder ("Mineral Lessees"), and the foregoing waiver as to surface use shall not be construed to limit any of the existing rights of the Other Mineral Rights Holders or Mineral Lessees under the existing Mineral Leases, nor shall Mineral Owner have any duty or obligation to obtain any waivers or other agreements from any such Other Mineral Rights Holders or Mineral Lessees with respect to limitations on surface use or otherwise, and in no event shall Mineral Owner have any liability or responsibility for any surface damage or injury to property or person as a result of the exploration and/or production of the minerals by any Other Mineral Rights Holders or any Mineral Lessee, and Grantee shall pursue any such claims solely against such Mineral Lessee or Other Mineral Rights Holder, as applicable. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances (except oil and gas) 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 Page 2 of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: 1. Oil, Gas and Mineral Lease executed by V.D. Burch and wife, Grace Burch to Harry C. Trentman, Jr., dated September 18, 1954, iiled January 18, 1955, recorded in Volume 405, Page 247, Deed Records, Denton County, Texas. 2. Oil, Gas and Mineral Lease executed by Grace Ann Burch, a widow, Marvin C. Burch, also known as M. C. Burch, and Mary Kate Burch, his wife to Shell Oil Company, dated January 13, 1962, filed January 18, 1955, recorded in Volume 477, Page 332, Deed Records, Denton County, Texas. 3. Easement and Right of Way granted to Texas Power & Light Company by instrument filed March 26, 1969, recorded in Volume 563, Page 80, Deed Records, Denton County Texas, and as shown per survey by Todd R. Turner, RPLS No. 4958, dated May 13, 2014. 4. Easement granted to Texas Municipal Power Agency by instrument filed May 6, 1982, recorded in Volume 1141, Page 128, Deed Records, Denton County, Texas, and as shown per survey by Todd R. Turner, RPLS No. 4958, dated May 13, 2014. 5. Oil, Gas and Mineral Lease executed by Marvin C. Burch, individually and as Life Tenant and as Executor of the Estate of Grace Ann Burch, Deceased; Richard Lee Burch, individually and as Remainderman under the will of Grace Ann Burch, Deceased; and his wife, Janelle Burch, pro forma; and Nelda Grace Jeans Hackett, a married woman dealing with her separate property and as Remainderman under the will of Grace Ann Burch, Deceased to Roger A. Soape, Inc., dated March 9, 2000, filed April 25, 2000, recorded under Clerk's File No. 00-R0037246, in Volume 4575, Page 1477, Real Property Records Denton, County, Texas. 6. Mineral interest as conveyed in partition agreement and mineral deed dated May 27, 2003, iiled May 28, 2003, recorded in Volume 5341, Page 763, Real Property Records, Denton County, Texas. Page 3 7. Terms, conditions and provisions as contained in Right of Way Agreement dated July 22, 2004, executed by and between Richard Lee Burch, Nelda G. Hackett, Marvin C. Burch as Executor of the V. D. Burch Estate and in his own right and Crosstex DC Gathering Company J.V., filed December 3, 2004, recorded under Clerk's File No. 2004-155799, Real Property Records, Denton County, Texas, and as shown per survey by Todd R. Turner, RPLS # 4859, dated May 13, 2014. 8. Terms, conditions and provisions as contained in Non-Annexation Agreement dated February 9, 2010, executed by and between City of Denton and Burch Family Farm, Ltd., fled March 12, 2010, recorded under clerk's File No. 2010- 22664, Real Property Records, Denton County, Texas. 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 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, by, through or under Grantor, but not otherwise. EXECUTED the �_ day of October, 2014. BURCH FAMILY FARM LTD., a Texas limited partnership By: Burch Farm Management LLC, its general partner �' / i / , �;; Richard L. Burch Title: President Page 4 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF p �*�,� This instrument was acknowledged before me on p�� � � , 2014 by Richard L. Burch, President of Burch Farm Management LLC, a Texas limited liability company, general partner of Burch Family Farm, Ltd., a Texas limited partnership, on behalf of said limited liability company. Given under my hand and seal of office this �'� __� day of October, 2014. ������, ,,�� �� � �.A.�_..� �.... .......—. w� _� ,,.,�v„ � �, ✓�w����,.r:i� ��t,��,�,:?,�,,r, �C��r�.,��.`��?��1����SiaieOfTeX1S � �/ a�r � �� d��N,� �r���r�tiiMi � �„i� I M oi�r,���, � � � I r f':� I I°� � � �'�u � 1s ti 4 ��I � ) ) � , � Qm�. ��+� �� � �If� � �I. �,��. . . �` �� �'� �"�° �� � m ��'� � � Notary's Printed Name � _ „- , �,� riw% u�� ���„�,'M^�°�ay�� i�y';�rc��r.v� f87�'"'"'+"!�,r� �`w: v��fGJn�„!,��yoN+,a�N r, v�rf'��� Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, Texas 76209 6c � tk- tt3���2-a) My commission Expires: S� 2 T- I� Page 5 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" LEGAL DESCRIPTION BEING a 1.074 acre tract of land situated in the W. Roark Survey, Abstract No. 1087 and the J. Severe Survey, Abstract No. 1164, Denton County, Texas, and being part of a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Southwest corner of Lot 1, Block A of Fort Worth Drive Substation Addition, as recorded in Cabinet Y, Page 300 of the Plat Records of Denton County, Texas; THENCE North 88°54'50" East along the South line of said Lot 1, Block A, for a distance of 231.58 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the Southeast corner of said Lot 1, Block A, said point being the POINT OF BEGINNING for the herein described tract; THENCE North 17°30'27" East along the East line of said Lot 1, Block A, for a distance of 226.58 feet to a 1/2 inch iron rod found for corner at the Northeast corner of said Lot 1, Block A; THENCE North 70°04'07" West along the North line of said Lot 1, Block A, for a distance of 288.06 feet to a 1/2 inch iron rod found for corner at the Northwest corner of said Lot 1, Block A, said point also being in the Easterly line of U.S. Highway 377 (a variable width right-of-way); THENCE North 43°23'16" East along the Easterly line of said U.S. Highway 377, for a distance of 76.31 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 70°04'07" East departing the Easterly line of said U.S. Highway 377, for a distance of 354.82 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 17°30'27" West for a distance of 258.76 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 88°54'50" West for a distance of 105.51 feet to the POINT OF BEGINNING, and containing 1.074 acres of land, more or less. 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Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 4 001 08638 Instrument Number: 2014-108638 Recorded On: October 24, 2014 Parties: BURCH FAMILY FARM LTD To Comment: Warranty Deed Total Recording 54.00 54.00 As Warranty Deed ( Parties listed above are for Clerks reference only ) ** THIS IS NOT A BILL ** Billable Pages: 8 Number of Pages: 8 *********""** DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ********""'"** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-108638 Receipt Number: 1219536 Recorded Date/Time: October 24, 2014 11:38:58A User / Station: M Barnett - Cash Station 4 Record and Return To: THE CITY OF DENTON-ENGINEERING ATTN PAUL WILLIAMSON 901-ATEXAS STREET DENTON TX 76209 ,�^^� ��ar�t�"'�. �` � � ��"�� � ���� �a� �".y �� 4 � r � ���i� � e ������ "°•.�;°��'��''��'� ,�" ,��,. �w THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printad heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. ��- County Clerk Denton County, Texas 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 (Pump Station Deed) STATE OF TEXAS COUNTY OF DENTON . KNOW ALL MEN BY THESE PRESENTS: That BURCH FAMILY FARM, 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, 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 in Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property") Grantor, subject to the limitation of such reservation made herein, reserves, for itself, its successors and assigns all oil, gas and other minerals in, on and under and that may be produced from the Property. Grantor, its 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; provided, further, however, that the parties acknowledge that the minerals held by Grantor, if any, may not constitute all of the minerals under the Property and there may be third party holders of mineral rights ("Other Mineral Rights Holders") and/or the minerals may be subject to one or more existing oil and gas or other mineral leases ("Existing Mineral Leases") in favor of lessees thereunder ("Mineral Lessees"), and the foregoing waiver as to surface use shall not be construed to limit any of the existing rights of the Other Mineral Rights Holders or Mineral Lessees under the existing Mineral Leases, nor shall Mineral Owner have any duty or obligation to obtain any waivers or other agreements from any such Other Mineral Rights Holders or Mineral Lessees with respect to limitations on surface use or otherwise, and in no event shall Mineral Owner have any liability or responsibility for any surface damage or injury to property or person as a result of the exploration and/or production of the minerals by any Other Mineral Rights Holders or any Mineral Lessee, and Grantee shall pursue any such claims solely against such Mineral Lessee or Other Mineral Rights Holder, as applicable. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons and shall exclude (i) all substances (except oil and gas) 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 Page 2 of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth. Exceptions to conveyance and warranty: 1. Oil, Gas and Mineral Lease executed by V.D. Burch and wife, Grace Burch to Harry C. Trentman, Jr., dated September 18, 1954, filed January 18, 1955, recorded in Volume 405, Page 247, Deed Records, Denton County, Texas. 2. Oil, Gas and Mineral Lease executed by Grace Ann Burch, a widow, Marvin C. Burch, also known as M. C. Burch, and Mary Kate Burch, his wife to Shell Oil Company, dated January 13, 1962, iiled January 18, 1955, recorded in Volume 477, Page 332, Deed Records, Denton County, Texas. 3. Oil, Gas and Mineral Lease executed by Marvin C. Burch, individually and as Life Tenant and as Executor of the Estate of Grace Ann Burch, Deceased; Richard Lee Burch, individually and as Remainderman under the will of Grace Ann Burch, Deceased; and his wife, Janelle Burch, pro forma; and Nelda Grace Jeans Hackett, a married woman dealing with her separate property and as Remainderman under the will of Grace Ann Burch, Deceased to Roger A. Soape, Inc., dated March 9, 2000, filed April 25, 2000, recorded under Clerk's File No. 00-R0037246, in Volume 4575, Page 1477, Real Property Records Denton, County, Texas. 4. Mineral interest as conveyed in partition agreement and mineral deed dated May 27, 2003, filed May 28, 2003, recorded in Volume 5341, Page 763, Real Property Records, Denton County, Texas. 5. Terms, conditions and provisions as contained in Non-Annexation Agreement dated February 9, 2010, executed by and between City of Denton and Burch Family Farm, Ltd., filed March 12, 2010, recorded under clerk's File No. 2010- 22664, Real Property Records, Denton County, Texas. 6. Ingress and Egress Easement as set forth in Warranty Deed from M. C. Burch and wife, Mary Kate Burch to Nelda Grace Jeanes, filed June 23, 1986, in Volume 1913, Page 747, Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. Mo. 4859, last revised June 16, 2014. Page 3 7. Terms and Right-of-Way Agreement by and between Burch Family Far, Ltd. and Crosstex DC Gathering Company, J.V., dated August 12, 2012, filed August 23, 2012, recorded in Clerk's File No. 2012-93849 Real Property Records, Denton County, Texas, and as shown per survey by Todd B. Turner, R.P.L.S. No 4859, last revised June 16, 2014. 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 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, by, through or under Grantor, but not otherwise. EXECUTED the 2 Z day of _„�� o(��(L , 2014. BURCH FAMILY FARM LTD., a Texas limited partnership By: Burch Farm Management LLC, its general partner Name: � . �. �.. w.m.... ..... � :.� �..._� ... �.�.. Richard L. Burch Title: President � ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF (�ts�v � v� _ This instrument was acknowledged before me on ,��� �„�� 2� rrr ,,, 2014 by Richard L. Burch, President of Burch Farm Management LLC, a Texas limited liability company, general partner of Burch Family Farm, Ltd., a Texas limited partnership, on behalf of said limited liability company. Given under my hand and seal of office this rl'L day of October, 2014. �� ���� � ��4�,��mrv� �� �r�� A�r , �� ��.� � �� � P� ������ �t���l.i�,, Stat.e�. .. _ ,, ���� �� � �,,� ;��� ����� k��,����n��,�w,.,..�u�w.��ya� ,� N<at.���•�. ofTexas � � � � y�ill�u�h �Id:quo li r�nuliu��4,^;�; � � r�� ��Y��� "'d �� '�'40 d � u� ,, � . _�.QIT��4��7.��,.�...�.�/�. d'�"��r+.�;a��m��ury��rvi��asu'�n"Im�'��"��k1"r�'""'"'";�"� af� � w��rd'��,:��,� m�r,�` '"'�W"I�'o�m���,�,� ,, 1V O��Ty� �' Pr1ll�i+d 1V Q� ai Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, Texas 76209 c�� a� ia - �a���z- OJ � � ,1 �,_- . Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 EXHIBIT "A" LEGAL DESCRIPTION BEING a 0.627 acre tract of land situated in the B.B.B. & C. R.R. Co. Survey, Abstract No. 196 and the J.W. Withers Survey, Abstract No. 1343, Denton County, Texas, and being part of a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2 inch iron rod with cap stamped "McCullah" found for corner in the Westerly line of the G.C. & S.F. Railroad (a variable width right-of-way), said point being the occupied Northeast corner of the above cited 222.275 acre tract, said point also being the occupied Southeast corner of a called 37.87 acre tract of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas; THENCE South 35°21'14" East along the Easterly line of said 222.275 acre tract and the Westerly line of said Railroad, for a distance of 794.39 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner at the most Easterly Northeast corner of said 222.275 acre tract, said point also being in the West line of F.M. Highway No. 1830 (an 80' wide right-of-way also known as Country Club Road); THENCE South 00°48'32" East along the West line of said F.M. Highway No. 1830, for a distance of 50.00 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner, from which a 1/2 inch iron rod with cap stamped "Coleman RPLS 4001" found for reference bears South 00°48'32" East a distance of 440.92 feet; THENCE North 74°41'47" West departing the West line of said F.M. Highway No. 1830, for a distance of 41.64 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 27°14'34" West for a distance of 175.42 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 35°21'14" West for a distance of 651.04 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner in the North line of said 222.275 acre tract and the South line of said 37.87 acre tract, from which a 1/2 inch iron rod with cap found for an interior corner of said 222.275 acre tract bears North 89°56'57" West a distance of 802.49 feet; THENCE South 89°56'57" East along the North line of said 222.275 acre tract and the South line of said 37.87 acre tract, for a distance of 36.81 feet to the POINT OF BEGINNING, and containing 0.627 acres of land, more or less. CONNIE M. ALTEMUS CALLED 37.87 AC. VOL.901 PG.777 D.R.D.C.T, '����" INGRES5lEGRESS ESMT DOC. N0. 20Q3-137250 V9L. t993, PG.747 4Fd CIFd�p,R.D.C.T. c.na. ,r ��waa� v��rr+crt.�r� �� � � _ � �'�"�r��J EXHIBIT "B" � � '„�"' i� �i��n��r oF ��� �',' BEGINNING +n aRF _ �._ ..� .�. �� � �.�. .�..._„ -�.,;, � 20° �icHrmoF�wav A�� �-;�r�'r. � � � � � '""°� _��� ��"M CFtOS57EX 4C GATH�RING �� V COMPANY, J.V. PART (A} DOC. PJO. 2012�93849 �.�.R.D.c.r < � l i „��'P ;�! � � t(�� .'J i �� I d � ,,�..� �(r ��i) �,���, ��'uf'V�(�r�, � .r �'1�.,. � � tnp CONNIE M. ALTEMUS CALLED 12.48 AC. VOL.901 PG.774 D.R,�D C T _.,,..�.... �r�! ,s�t ��,�� ��� ������ MARKERS �"I aCU�S�"R.:�,u"' � � +� „ , � � APPROXfMATE . ..� . ,� . S(Jf2VEY LlPJE . �.� . .�. . .M.� ,- , ,, , � �� ����`� 1 ��� ' ti � � °i �, � ,,ti , .n� a��, � � � � �' ,�.ti��s�� ;� �, � ��''� 0.627 ACRE TRACT SITUATED IN THE B.B.B. & C. R.R. CO. SURVEY, ABSTRACT NO. 1196 AND THE J.W. WITHERS SURVEY, ABSTRACT NO. 1343 DENTON COUNTY,TEXAS � � ♦ teague nall 8� perkins 1517 G In Pla�� DAv�,SuIN 910 Danlen, T�:a� 70705 W�pkY,M@4,3.+�N71'TpvM PA�1,WA'�.,NCMSWWw� www.lnpinaaom T,B,P.L.S. Flrm No. 10011601 TNP NO. DEN14117 � x .w...�..�.....�� � � wa��v�sca� �d�� � �Tdr.�r��a�ind,�. -zGa RioHr�oF�wa,v at�n esrar„ � � r CROSSTER DC GaTHER��G w k N COMPANY, J.V. PART (�) I Y � DOC. M9. 2012�93849 R.P.R.D.C.T. � X�''����... �UFtCFi FP,MILY FP;FtI�, Li�. � N U CALLE� 1.457 AC. SECOtJ� TR. � q r DOC. NO. 2007-110043 � ? d R.P.R.D.C.T. ,„�u '� APPftOX. LOCATION OF � � P ���.. 20' PERMAtdEMT ESMT, q � w i CR9SSTEX CCNG I M � � r��r�issior�, lr�. � q N . � . 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P,L.S. acH� I" Denton County Cynthia Mitchell County Clerk Denton, TX 76202 �o zo7 a ooi ossas Instrument Number: 2014-108639 Recorded On: October 24, 2014 Parties: BURCH FAMILY FARM LTD To Comment: Warranty Deed 54.00 Total Recording: 54.00 As Warranty Deed ( Parties listed above are for Clerks reference only ) ** THIS IS NOT A BILL ** Billable Pages: 8 Number of Pages: 8 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ******�""**** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-108639 Receipt Number: 1219536 Recorded Date/Time: October 24, 2014 11:38:58A User / Station: M Barnett - Cash Station 4 Record and Return To: THE CITY OF DENTON-ENGINEERING ATTN PAUL WILLIAMSON 901-ATEXAS STREET DENTON TX 76209 �' � � t� +;�;��� d � N T � � � "��� � � "��'; � r ,� �, �" � �'"'� � � � ��.�� THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlTy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. �tk�- County Clerk Denton County, Texas NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT 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 INGRESS AND EGRESS EASEMENT § § KNOW ALL MEN BY THESE PRESENTS: § THAT Burch Family Farm, Ltd., A Texas limited partnership, (GRANTOR), in consideration of the sum of ONE DOLLAR and NO CENTS ($1.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, (GRANTEE), receipt of which is hereby acknowledged, does by these presents grant, bargain, sell and convey unto the City of Denton, Texas, the free and uninterrupted use, liberty and privilege of the passage in, along, upon and across the following described property, owned by GRANTOR and situated in Denton County, Texas, situated in the J. Severe Survey, Abstract No. 1164, as described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and made a part hereof. And it is further agreed that the City of Denton, Texas in consideration of the benefits above set out, may remove from the property above described, such fences, buildings and other obstructions as may now be found upon said property. For the purpose of ingress and egress in, along, upon and across said premises, with the right and privilege at all times of the GRANTEE herein, his or its agents, employees, workmen and representatives having ingress, egress, and regress in, along, upon and across said premises or any part thereof. GRANTEE shall have the right to grade, pave and maintain pavement improvements at GRANTEE'S discretion within the above described tract, but is under no obligation to do so. GRANTOR shall have the right to grade, pave and maintain pavement improvements at GRANTOR's discretion within the above described tract but is under no obligation to do so. GRANTOR shall not be liable for damages to pavement improvements installed at GRANTEE's discretion. GRANTEE shall not be liable for damages to pavement improvements installed at GRANTOR's discretion. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premises above described. Witness its hand, this �z day of ,D�i a�� , 2014. GRANTOR: BURCH FAMILY FARM LTD., a Texas limited partnership By: Burch Farm Management LLC, its general partner Name: /��,.�,s�� .... � ...................�......________ .���---- Richard L. Burch Title: President 2 ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF p�y„�� This instrument was acknowledged before me on �� � v 6� _ 2 Z , 2014 by Richard L. Burch, President of Burch Farm Management LLC, a Texas limited liability company, general partner of Burch Family Farm, Ltd., a Texas limited partnership, on behalf of said limited liability company. Given under my hand and seal of office this ,� ,� �t�� „rz,�, �� ��,,� , , u����, ���w����° r� � �, � � �, �� �a�ri�tai i�� drr �� �,� l 1 ��� Jtly (;t�mr�ii. �� ,,i��E�a,; `� i{ s' t- �` Iv"i t,, y � 1 �'. , � r ��q °� �1 � � �r� ��«lr�� ,��� u ��m�� ��rr��� „ day of October, 2014. �, State of Texas __ f� .___.��...R_� � .�i.�� ��_�_.. Notary's Printed Name My commission Expires: �_�� �� � �_ Acce ted this D y _� , 2014 for the City of Denton, Texas p Z� da of O C ToB F� (Resolution No. 91-073). � BY :....... � ��.�� %�"��'+����; ��� �� � � � _.,� .... ........ Paul Williamson Real Estate & Capital Support Manager 6F � �4-i���i�z-9J AFTER RECORDING RETURN TO: City of Denton Real Estate and Capital Support 901-A Texas Street, Second Floor Denton, Texas 76209 EXHIBIT "A" LEGAL DESCRIPTION 60' WIDE INGRESS & EGRESS EASEMENT Burch Family Farm Ltd. Tract BEING a 0.476 acre tract of land situated in the J. Severe Survey, Abstract No. 1164, Denton County, Texas, and being part of a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 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 the Southwest corner of Lot 1, Block A of Fort Worth Drive Substation Addition, as recorded in Cabinet Y, Page 300 of the Plat Records of Denton County, Texas; TMENCE North 88°54'S0" East along the South line of said Lot 1, Block A, passing a 5/8 inch iron rod with cap stamped "TNP" set for the Southeast eorner of said Lot 1, Block A at a distance of 231.58 feet, and continuing for a total distance of 337.09 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 17°30'27" West for a distance of 63.30 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE South 88°54'S0" West along a line being 60 feet South of and parallel to the South line of said Lot 1, Block A, for a distance of 321.52 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 26°35'12" West for a distance of 66.48 feet ta a 5/8 inch iron rod with cap stamped "TNP" set fo� corner; THENCE North 88°54'50" East for a distance of 33.24 feet to the POINT OF BEGINNING, and containing 0.476 acres of land, more or less. 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UJ �,A <�,� g " Cb � +»"� �� ��'s� : p �' "��°���� l � � � ' #, , ff�. ���. �� .,. . .., . Denton County Cynthia Mitchell County Clerk Denton, TX 76202 7o zo7 a ooi oesal Instrument Number: 2014-108641 Recorded On: October 24, 2014 Parties: BURCH FAMILY FARM LTD To Comment: Easement 46.00 Total Recording. 46.00 As Easement ( Parties listed above are for Clerks reference only ) ** THIS IS NOT A BILL ** Billable Pages: 6 Number of Pages: 6 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT *'"********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-108641 Receipt Number: 1219536 Recorded Date/Time: October 24, 2014 11:38:58A User / Station: M Barnett - Cash Station 4 Record and Return To: THE CITY OF DENTON-ENGINEERING ATTN PAUL WILLIAMSON 901-ATEXAS STREET DENTON TX 76209 ,� � c �� ��;r �p,�� ��� �� �w � �� � �� „�g i �, �� .., ° N � �T� �� � �� u»� �� . .,��. .C,"� W�,C;i . �*"� THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that thls Instrument was FILED In the Flle Number sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. ���- County Clerk Denton County, Texas NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. ELECTRIC UTILITY AND COMMUNICATION EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT, Burch Family Farm, 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 GR.ANTEE perpetual, non-exclusive and unobstructed easements and rights of way (collectively, the "EASEMENT") for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric distribution pow�er 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 the W. Roark Survey, Abstract No. 1087, Denton County, Texas, being approximately 1.802 acres and being more particularly described in Exhibit "A", and depicted in Exhibit "B", respectively, each attached hereto and incorporated into and made a part of this document by reference (the "EASEMENT PROPERTY"). GR.ANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERTY for the purposes of, and right to, construct, maintain, operate, improve, reconstruct, increase or reduce the size and capacity, repair, relocate, inspect, patrol, maintain, remove or replace such FACILITIES within the EASEMENT PROPERTY as GRANTEE may from time to time find necessary, convenient or desirable, along with all rights necessary or convenient for full use and enjoyment of the above grant, including access over, across and upon the EASEMENT PROPERTY. GRANTEE shall have the right to trim or remove trees or shrubbery within said EASEMENT PROPERTY, to the extent, in the sole judgment of GRANTEE, necessary or desirable to prevent possible interference with the efficiency, safety and/or convenient operation of the FACILITIES or to remove possible efficiency, safety or operational hazards thereto. GRANTOR shall not make changes in grade, elevation or contour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR, for itself, its 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 non-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 GR.ANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereo£ Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. 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 ("iJNPERMITTED STRUCTURES") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, 2 LTNPERMITTED 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, and all covenants and provisions hereof, shall constitute covenants running with the land and shall bind and inure to the beneiit of GRANTOR and GRANTEE, and their respective successors, and assigns. This EASEMENT is subject to the terms of that certain Purchase Agreement, dated October 10, 2014, by and between GRANTOR and GRANTEE. 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 this 7_? day of October, 2014. GRANTOR: BURCH FAMILY FARM LTD., a Texas limited partnership By: Burch Fartn Management LLC, its general partner Name �� �... �:��.e%vs�i�L-..... Richard L. Burch Title: President 3 ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF -���� — § This instrument was acknowledged before me on ����� 2 2 , 2014 by Richard L. Burch, President of Burch Fartn Management LLC, a Texas limited liability company, general partner of Burch Family Farm, Ltd., a Texas limited partnership, on behalf of said limited liability company. Given under my hand and seal of office this �, day of October, 2014, � � �4«� ���4,,: d;,,e.i ,�,� ���,��,���.,:,,� ,� �,� � r ���•�� }� P�1 i 4;���i � � . __.- _ .�.. , i' i i,1 _ll;��� 114�4��IId�� 'f �� � � ,,, :1 , �°�i�,� i�>>> 4 � ��ii�m�i , �����1°�" �`���r�k7 lC�� State of Texas � � �+ � " �!1 � � n �� i ( J ����..� � �-��L..� o�� �,�� a„�,�,, ��,� ��- �^ �,- ��� ra��r��^ �a�� �n �,H-�,�� � ...� ��n.. �. .. �..�.�. �.......m. Notary's Printed Name My commission Expires:y C........-.......�,..,�.....-.�,.,�.. �� Accepted this �� day of October, 2014 for the City of Denton, Texas (Resolution No. 91-073). "��� � � BY ��� ,�� � ��.��°i���"'" �� ,����,.�'��,.� �.� �.,,..�.,,�... Paul Williamson Real Estate & Capital Support Manager Upon Filing Return To: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton, Texas 76209 �F a�a - 1�309 lz- o J 4 EXHIBIT "A" LEGAL DESCRIPTION ELECTRIC EASEMENT Burch Family Farm, Ltd. Tract BEING a 1.802 acre tract of land situated in the W. Roark Survey, Abstract No. 1087, Denton County, Texas, and being part of a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Southwest corner of Lot 1, Block A of Fort Worth Drive Substation Addition, as recorded in Cabinet Y, Page 300 of the Plat Records of Denton County, Texas; THENCE North 88°54'S0" East along the South line of said Lot 1, Block A, passing a 5/8 inch iron rod with cap stamped "TNP" set for the Southeast corner of said Lot 1, Block A at a distance of 231.58 feet, and continuing for a total distance of 337.08 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 17°30'27" East along a line being 100 feet East of and parallel to the East line of said Lot 1, Block A, for a distance of 81.73 feet to the POINT OF BEGINNING for the herein described tract; THENCE North 17°30'27" East continuing along said line being 100 feet East of and parallel to the East line of said Lot 1, Block A, for a distance of 36.85 to a point for corner; THENCE North 89°17'42" East for a distance of 1322.97 feet to a point for corner at an angle point; THENCE North 73°00'14" East for a distance of 910.20 feet to a point for corner at an angle point; THENCE South 89°26'11" East for a distance of 4.61 feet to a point for corner in the most Northerly East line of the above cited 222.275 acre tract, said point also being in the West line of a called 37.87 acre trac� of land described in a Deed to Connie M. Altemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas; THENCE South 00°44'19" East along the most Northerly East line of said 222.275 acre tract and the West line of said 37.87 acre tract, for a distance of 35.01 feet to a 1/2" square pipe found for corner at an ell corner of said 222.275 acre tract and the Southwest corner of said 37.87 acre tract; THENCE South 73°00'14" West for a distance of 909.80 feet to a point for corner at an angle point; THENCE South 89°17'42" West for a distance of 1339.50 feet to the POINT OF BEGINNING, and containing 1.802 acres of land, more or less. Page 1 of 4 ���� ���u �� � ��� ���������� �.. . �.. m.���,.��.����� .� . .�r... � �� � / � % ; i � � ; �� ;, �� �,, �� .. „„„ tifi� pC8 . ������,� ,��, I✓7 r�� � QJ . r � �9, � ��� �� �����, � �� �u• � � aS. 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A �■ � � • r • w � � • ! � w � � Denton County Cynthia Mitchell County Clerk Denton, TX 76202 70 201 4 001 08640 Instrument Number: 2014-108640 Recorded On: October 24, 2014 Parties: BURCH FAMILY FARM LTD To Comment: Easement 58.00 Total Recording: 58.00 As Easement ( Parties listed above are for Clerks reference only ) ** THIS IS NOT A BILL ** Billable Pages: 9 Number of Pages: 9 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT *********"'** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-108640 Receipt Number: 1219536 Recorded Date/Time: October 24, 2014 11:38:58A User / Station: M Barnett - Cash Station 4 Record and Return To: THE CITY OF DENTON-ENGINEERING ATTN PAUL WILLIAMSON 901-ATEXAS STREET DENTON TX 76209 �""'� a�w���'*;�j� � � � � � :� � � �� � , , ,� � � � � p.e` ��' �� .� .�� � " �� ����t',�.��" THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlfy that [hls Instrument was FILED In the Flle Number sequence on the dateltlme printed heron, and was duly RECORDED In the Offlclal Records oT Denton County, Texas. ���� County Clerk Denton County, Texas TEMPORARY CONSTRUCTION AND ACCESS EASEMENT THE STATE OF TEXAS, § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § THAT Burch Family Farm, Ltd., a Texas limited partnership, (Grantor) of Denton County, Texas, in consideration of the sum of Ten Dollars and No Cents ($10.00) and other good and valuable consideration in hand paid by the City of Denton, Texas, (Grantee), receipt of which is hereby acknowledged, does by these presents grant, bargain, sell and convey unto the City of Denton, Texas, the free and uninterrupted use, liberty and privilege of the passage along, upon and across the following described property, owned by Grantor and situated in Denton County, Texas, situated in the W. Roark Survey, Abstract No. 1087, as described in Exhibit "A" and illustrated in Exhibit "B" attached hereto and made a part hereof. SEE ATTACHED EXHIBITS "A" AND `B' TEMPORARY CONSTRUCTION EASEMENT And it is further agreed that the City of Denton, Texas in consideration of the benefits above set out, may remove from the property above described, such fences, buildings and other obstructions as may now be found upon said property. For the purpose of access and construction activities in, along, upon and across said premises. The City of Denton, its agents, employees, workmen and representative shall have ingress, egress, and regress in, along upon and across said premises for the purpose of access and construction activities or any part thereof. The terms of this grant shall expire 1 year from the date of execution. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premises above described. TO HAVE AND TO HOLD unto the said City of Denton, Texas as aforesaid for the purposes aforesaid the premises above described. Witness our hands, this the �day of ��� ��� _______, 2014. GRANTOR: BURCH FAMILY FARM LTD., a Texas limited partnership By: Burch Farm Management LLC, its general partner Name: _:� �� �_�.._ _� � _m_ � � �..; ����� �:.:. Richard L. Burch Title: President ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF m�p �m�,J § This instrument was acknowledged before me on _��+�3�„ �z , 2014 by Richard L. Burch, President of Burch Farm Management LLC, a Texas limited liability company, general partner of Burch Family Farm, Ltd., a Texas limited partnership, on behalf of said limited liability company. Given under my hand and seal of office this ,�„_ p ry day of October, 2014. �-� �� ,, � �arr�,�,,.a��,�.o��, . ., . , ��,, �,,,,.,,�w �ay�, ���� ��,r � � — � ___�.,. ,.... .._ .... ......... ......,. .�. ,,,, uh' , , lp ��. � �; ,'"��'s„ ,, r� ��:ar,!�f ������ �����e � Nt�t��G•y �������ic�, State of Texas � �" } 1�1�� (,,�i�a����i�i^.�,uarr Lh,,+u�;�, � °A l � �/I t��� ? � , �' fJ 1 ( ," �� � „ � � , �. 2r �w� �� � �� � � „� �?�a ^ � �r�� ��� ��r�,��� �s _� _m_n�w � � . S'O. �.�......�...�CS�.._.��? �.� . . .. ........—. Notary's Printed Name My commission Expires: S- 21- I�-,,,.,,w 2 Accepted this Z� �� day of OCT� �, 2014 for the City of Denton, Texas (Resolution No. 91-073). ��° , v . ���� �� �� By. � . � � �a . �� � �.. �� ��:.�.���. Paul Williamson Real Estate and Capital Support Manager GP+� la- ieoML-oJ After recording return to: The City of Denton-Engineering Attn: Paul Williamson 901-A Texas Street Denton TX 76209 EXHIBIT "A" � � ; ., « � � .�., - � ., � � *� ► BEING a 1.793 acre tract of land situated in the W. Roark Survey, Abstract No. 1087, Denton County, Texas, and being part of a called 222.275 acre tract of land described as the First Tract in a Deed to Burch Family Farm, Ltd., as recorded in Document Number 2007-110043 of the Real Property Records of Denton County, 7exas, and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for the Southwest corner of Lot 1, Block A of Fort Worth Drive Substation Addition, as recorded in Cabinet Y, Page 300 of the Plat Records of Denton County, Texas; THENCE North 88°54'S0" East along the South line of said Lot 1, Block A, passing a 5/8 inch iron rod with cap stamped "TNP" set for the Southeast corner of said Lot 1, Block A at a distance of 231.58 feet, and continuing for a total distance of 337.08 feet to a 5/8 inch iron rod with cap stamped "TNP" set for corner; THENCE North 17°30'27" East along a line being 100 feet East of and parallel to the East line of said Lot 1, Block A, for a distance of 118.64 feet to the POINT OF BEGINNING for the herein described tract;; THENCE North 17°30'27" East for a distance of 36.85 feet to a point for corner; THENCE North 89°17'42" East for a distance of 1306.45 feet to a point for corner at an angle point; THENCE North 73°00'14" East for a distance of 910.59 feet to a point for corner at an angle point; THENCE South 89°26'11" East for a distance of 9.22 feet to a point for corner in the most No�therly East line of the above cited 222.275 acre tract, said point also being in the West line of a called 37.87 acre tract of land described in a Deed to Connie M. Rltemus, as recorded in Volume 901, Page 777 of the Deed Records of Denton County, Texas; THENCE South 00°44'19" East along the most Northerly East line of said 222.275 acre tract and the West line of said 37.87 acre tract, for a distance of 35.01 feet to a point for corner, from which a 1/2" square pipe found at an ell corner of said 222.275 acre tract and the Southwest corner of said 37.87 acre tract bears South 00°44'19" East a distance of 35.01 feet; THENCE North 89°26'11" West departing the most Northerly East line of said 222.275 acre tract and the West line of said 37.87 acre tract, for a distance of 4.61 feet to a point for corner at an angle point; THENCE South 73°00'14" West for a distance of 910.20 feet to a point for corner at an angle point; THENCE South 89°17'42" West for a distance of 1322.97 feet to the POINT OF BEGINNING, and containing 1.793 acres of land, more or less. 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THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2014-108642 Receipt Number: 1219536 Recorded Date/Time: October 24, 2014 11:38:58A User / Station: M Barnett - Cash Station 4 Record and Return To: THE CITY OF DENTON-ENGINEERING ATTN PAUL WILLIAMSON 901-ATEXAS STREET DENTON TX 76209 �,"�� �� , " �;,�� �����y� �r �m � " � p��+,�'� w �`� �:� "�,w�� —"�� � ... �^ �.�i � .,�" THE STATE OF TEXAS } COUNTY OF DENTON } I hereby certlTy thet thls Instrument was FILED In tha Flle Num6er sequence on the date/tlme printed heron, and was duly RECORDED In the Offlclal Records of Denton County, Texas. �� County Clerk Denton County, Texas