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2014-341��" � � #, � � � � •'! � � � � ' : ' M> � , # ► •, # . � . � . . � � � . ' � : ' � # • ! # �' # • ` ' �" '�' �' � ' : � � � � . � � . . � C . . � ; . �, # . � .. # � . *, . ;•. ,�.� •�*� � � �� ; • '� � � .... R ,, �' ��.. �. � , !� R �, , � ..... [ � ..'., � �.. # �� . .. � �� ........ � ��... / /' . � l ��' A l. � ' � � ��. , .. . * .. . �� ........ � �...... , �, � ....... �� .. �; 1 � � �� . , �' � .. t. t. * ,, . �' # �� .. � / � ! ► .. . � � ,., '',, � ... �,. ��. � � .'. � ' � �. . �; , , �� ; � .,.... � F.. � � R'. �` � ��'... � � ' #�. . # ��.�� . , ��. : i�: �� ........ � 1 ��.. I ... � . . � ��.. � �' � �. � 1 �' � �� .... � �` R .. •' ;. ' � � .... � �. . R.., � ..,.... ■ �., � �' ��. 1 ...... � � � . ... . . � ��; � . . � '.�. t 1 �. � , 1��. � . � ..,, � ,�.. � R � '��. � . � � '.... *� . ... : � � �,.... � �� .. � � �� . .. �.. � ..�. , � ��. ... 1 � � . .' 1. .. �. R � ,�. � �' . �, .. . , �... � ': � � �, ., , � �� ' � �. \ � _ _ � � WHEREAS, the City of Denton, Texas ("City") has initiated the expansion, construction, maintenance, operatian, and improvement of electric transmission and distribution lines, facilities, and structures, including substations and switch stations, affecting, among other lands and Interests, a 15.037 acre tract located in the J. Haney Survey, Abstract No. 515, City of Dentan, Texas, as mare particularly described and depicted an the attached Exhibits "A" and "B" and located generally south of FM 1173, east of Masch Branch Road ("Property Interests"); WHEREAS, the expansion, construction, maintenance, operation, and impravement of electric transmission and distribution lines, facilities, and structures constitute a valid public use of the City and its citizens; WHEREAS, an September 5, 2014 the City made a written initial offer to McKee-Krum Properties, LLC, a Texas limited liability company ("Owner") to purchase the Property Interests; WHEREAS, the notice for the public meeting of the City Council of the City in which this Ordinance is considered, as required by Subchapter C, Chapter 551, of the Texas Government Code, in addition to other information, as required by that subchapter, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHE AS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City Manager, or his designee, is authorized to make a written final offer to the Owner, any and all of Owner's successars in interest to the Property any and all of Owner's successors in Interests to the Property Interests ar any other parties wha may own any Interests in the Property Interests. The written final offer will include: A. A purchase price far the Property Interests which is equal to ar greater than the amount of the written appraisal obtained by the City; B. Texas Landawner's Bill of Rights; C. A written appraisal from a certified appraiser of the value of the Property Interests and the damages, if any, to any of the Owner's remaining property; D. All appraisal reports praduced or acquired by the City relating specifically ta the Property Interests and prepared in the 10 years preceding the date the written initial offer was made; E. Contract af Sale executed by the City Manager, or his designee, which will include a copy of the deed conveying the Praperty Interests; and F. A statement that at least fourteen (14) days shall be given for the Owner to respand to the final written affer and agree to the terms of the same within that periad. SECTION 4. The City Manager, ar his designee, is authorized ta (a) execute the Contract af Sale between the City and Owner far the purchase of the Property Interests far the purchase price af $187,963.00, and other consideratian, plus costs and expenses, and any ather documents necessary for purchasing the Property Interests; and (b) ta make expenditures in accardance with the terms af the Cantract. The Cantract of Sale is attached as Exhibit 66/ a99. �� 5ECTION 5. The City Cauncil, thraugh the exercise of its home-rule and statutary authority, authorizes the filing and prasecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests if the Owner does not accept the terms af the written final affer within the time period, The City Council further authorizes joinder af additional ar differing owner ar awners, ar claimant or claimants, of the Praperty Interests, if applicable, in the eminent domain proceedings, and to candemn the interests of each to acquire the Praperty Interests. SECTION 6. The City Manager, or his designee, has the authority to do all things necessary or appropriate to acquire the Property Interests by eminent damain, including without limitation, the autharity ta retain and hire, an behalf of the City, counsel ta file and prosecute eminent domain proceedings, and to expend funds related to the prasecutian of such proceedings. SECTION 7. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, ar application thereof to any persons or circumstances, is held invalid or uncanstitutional by a caurt af competent jurisdictian, such holding shall not affect the validity af the remaining portions of this ordinance; the City Council declares that it would have ordained Interests, or any other parties who may own any interest in the Property Interests to purchase a 15.037 acre tract located in the J. Haney Survey, Abstract No. 515, City of Dentan, Dentan County, Texas, and located generally south of FM 1173, east of Masch Branch Raad (the 46Praperty Interests") as more particularly described on Exhibits 66A" and 66B>' to the ordinance naw under consideration and on the overhead screen being now displayed to the audience, far the public use for the expansion, canstructian, maintenance, operation, and impravement of the Ciiy's electric transmission and distributian lines, facilities, and structures, including substations and switch stations, and (2}, if the terms of the written final offer are not agreed to by the Owner, any and all of Owner's successors in interests to the Property Interests, or any ather parties who may own an interests in the Property Interests, to then use of the power af eminent domain to acquire fee simple title to the Property Interests"; and WHEREAS, after due consideration of the public interest and necessity and the public use and benefit ta accrue to the City of Denton, Texas: • • • � ! ' : !''�� SBCTION 1. The recitals provided in this Ordinance, as set forth above, are adapted by the City Council as findings of the City Council. SECTION 2. The City Cauncil finds: A. On September 5, 2014 the City made a written initial affer by certified mail, return receipt requested, to Owner to purchase the Property Interests far $18i,963.00, and other consideration, which, in addition to the Purchase Price, included: i. All appraisal reports praduced or acquired by the City relating specifically to the Property Interests and prepared in the 10 years preceding the date the written initial offer was made; ii. Non Confidentiality Notice; iii. Contract af Sale executed by the City Manager, ar his designee, which includes a capy of the deed conveying the Property Interests; and iv. Texas Landowner's Bill of Rights B. The Owner was the record title owner af said Property Interests at the time of making the Initial Offer. C. It has been at least 30 days since the written initial offer was mailed to the � SECTI ON 3, The City Manager, or his designee, is authorized to make a written final offer by certifie d mail, return receipt requested, to purchase the Property Interests to the Owner, such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 8. This ordinance sliall become effective immediately upon its passage and approval. I�.�;��al°,N� �1�1:� �k'�'��f)�"�:�,1::� tl�i� t�� ,��,i��c�� c.�fY s�� ,,w ° � , �?��I�. —_�.. �° � "�A'�.. ��.- �" �� ,i�� V� �� ,� ��.�� ,� �,� �� `� �...w....�.w_ .__ � ........ _- ------ ... .....� ��5 WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY� . � �:,.,.... ��.~. ��:. .�� . ,��'� �� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � � By. p �� , �o . � � �,� EXHIBIT "A" attachment to Ordinance (the "Property Interests") LEGAL DE��RIPTION Being Tract 36, of LITTLE BROOK ESTATES, UNIT NO. 2, an Addition to Denton County, Texas, according to the Plat thereof recorded in Volume 3, Page 5, Plat Records of Denton County, Texas. EXHIBIT "B" attach ��t to (��r�inan� (the "Property Interests") y . � � � � , � t �� -� �+a,' � � � '�� ; � � °� �� ,�i ; : , �� R�..- m rl !�, 1 . a � �d � C �� 'g �� sr �' �u � � �� "'� t�� 1 ; � � � � �; �� w� � �� a n �� ' � � � � ��! �� E� � x �� ,� � ��?�� . � �, d � ,, � ��.�� ;�� ;� � � �� k � � � � �� } ; �� t��' ��; �� t�� ` ' 'a �� w �� '� it � � �� "�; �� ,;w �� w� �� ;° � � , �� ` �� ' �� i � �� ' i �. i � � �� a �� M � � �� sl � � �� m � �� ? r� �!d K � , � �:�a.. -, � ��a° � � "a ^�'�uH tl 4 J d. p M+ wM y�, � m �q��eb � �. �. -:. .� e� � ,� W. � � � � � ��.. ra�,� �� a�rwua a aa� .w�w .� ..�, ,.....,. "Yp "61 .... p, � . �. ,.�,.. .....: "q 6 7 u _ _.... _... .. . . _ ..._,.. ... .. ....... � .... .. J-.,... � � "i� �� W '� d '1 tl e�� i?� � M i �� 6 � i a9g �� i�� Y I � ¢�p��9 �� a � � w g a. 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"' " � � ��, A..—t� ��. � � � „ �� I �� . � w��"n` � � w ��a�`'sn �S�a rr��N � ��"��k: V w� ��' �� _m�f` s �i �;� �� , `` M,� � �� ; p � �3 � � y I 6 �E93: ^ 7aN B � �� i�� ,Mw� q�l �� ,� .m.. ��pla� ��e � a �� ,.�„w . „�,., � .� �. .... � � � t'�, F ""F. ! �N� a��s�� a.�. ��+C�w W��e� �a�a+n�+N � e „ .., .... _ �:�.,� .:, .� s � .d� ,, � x m ,� ... � � �� p___ � � _ _ _.� e m� _ � � � � . _ _ �� ..�,m ,.. � �� . ,„ , ____. � _ ., � ��]�� . 9 Rd � �� ' � 6 � � �� ' � � � �� a ;� �j � ��yp �N � LMO ik � r� 1 . fC� t] I � � � 9 � „� ��,—, 1 �, ,w I ... r �* � � � � ._...., � k �, ��,d �� ...... STATE OF TEXAS COUNTY OF DENTON CONTRACT OF SALE NOTTCE 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 AGR�EMENT CONFIDENTIAL, UNLESS THE OFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENT CODE, �'�"Iro`w Contract of Sale (the "Contract") is made this J�day of �� ,,,.� __, 2014, effective as of the date of execution hereof by Seller, as dcfin �� I��a•�dd (thc "Effective Date"), by and between MCKEE-KRUM PROPERTIES, LLC, ��'�"cx�xs limi�c� liability company (collectively referred to herein as "Seller") and the City of Denton, Texas, a Home Rule Municipal Corporation of Denton County, Texas (referred to herein as "Buyer"), RECITALS WHEREAS, Seller owns that certain tract of land being more particularly described in Exhibit "A" and depicted in Exhibit "B", attached hereto and made a part hereof for all purposes, being located in Denton County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land, together with any and all rights or interests of Seller in and to adjacent streets, alleys and rights of way and together with all and singular the improvements and fxtures thereon and all other rights and appurtenances to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY For the consideration hereinafter set forth, and upon the terms, conditions and provisions herein contained, and subject to the reservations herein, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. Seller, 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 Property. Seller, 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 surfacr� c�f't9�� 'a��r��rty �'+��" il�� +��i�� , ��" ''�'�� or drill sites, well bores, whether vertical or ��r�y a��:v�x�'tac�� f"ti��n �et'ti��„ '�x��" ��'�� $�� areAS, seismic activities, tanks or tank batt��°��;s„ g��lir��,, �'��, ��"��° �� " utility infrastructure, and/or for subjacent or C��r�l �a��a�aa'�� C��a �ri�� s�i�"�'�t�� d�� " well boces, or any other infrastructure or imp�m�v�r��l c�� s�r�� ir�� ' ��",T�� ^��'��`� with or related to the reserved oil, gas ��ac� �atk�:�r� i��ar��i��k�, �r��lc�tl' r�t�� ic� ��°s�' exploration or production of same, As used herein, the term "minerals'° ��Y ir��l�a�� il, �,�� tt�'! ��9� Kt:��a�sci�� hydrocarbons, and shall exclude (i) all sub��s��„� ��x��g�� c�i4, �� ra�� N� �t��i��'� hydrocarbons) that any reasonable extrac�ir��T r��i�� '� ��+��" ��"��i�� '��?�` production method, operation, process or proceduN°�� a'��1¢� ��a�+��a��, ��1�� " ��'��" the surface of the Property; and (ii) all substances (except oil and gas) which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term "minerals" as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term "surface of the Property" shall include the area from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth, ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2,01 Purchase Price, The Purchase Price to be paid to Seller for the Property is the sum of ONE HUNDRED EIGHTY-SEVEN THOUSAND, NINE HUNDRED SIXTY- THREE and No/100s Dollars ($187,963,00) (the "Purchase Price"). 2.02 Earnest Money, Buyer shall deposit the sum of One Thousand and No/100 Dollars ($1,000.00), as �arnest Money (herein so called) with Title Resources, LI..C, 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 �l�t��•��m�ro sr��l6 1��,ri�a�e� N�at��•� ��"�I�� °��s�t� ��c�� x��l shall be applied or disposed of in the �,��c�y�, e��t��,.,� �a� �1�� at�r�tx��l k�,�a�•��t ��n��' ��t, as provided in this Contract. lf the N,�,��.�g�� ,�x��;�� :� w� ��,��b�y�� n aecordance with the terms and the ��;� ��; �� ,�,r��;�t �1��z��r, ��ther with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract, 2.03 Independent Contract Consideration. Within fourteen (14) calendar days after the Effective Date, Buyer shall deliver to the Title Company, payable to and for the benefit of Seller, a check in the amount of One Hundred and No/100 Dollars ($100,00� (the "Independent Contract Consideration"), which amount the parties hereby acknowledge and agree has been bargained for and agreed to as consideration for Seller's Contract of Sale Page 2 of 22 execution and delivery of th addition to, snd independen Contract, is non-refundable, provision of this Contract, 3.01 Title Commitment. e Contract, The Independent Contract Consideration is in t of any other consideration or payment provided in this and shall be retained by Seller notwithstanding any other ARTICLE III TITLE AND SURVEY (a) Within twenty (20) calendar days after the Effective ��t�, �a��l��' �1��1� cause to be furnished to Buyer a current Commitment for °("i�6� I��:��r��r�� (the "Title Commitment") for the Property, issued by Tit��: ��r��rti�� The Title Commitment shall set forth the state of title to the �t•��r°�y„ ��i��iwng a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"), (b) Along with the Title Commitment� ��19�� I��u�� isc� ��aa�� t� �w ��"�%c� i� Buyer, at Buyer's sole cost and exp��, �r�� c;c�t°��c�t c�� " �t�� fl��"�� that create or evidence Exceptions (tl�� °��tN�� c�r��xt�")� ��-a��m�b �p�� described in the Title Commitment a� ��;��:��ti�r�� 4ra �'�%�i�;6� �l"�� r��v��c��'�i�i� �� subjeet and/or which are required to k�e ��1��ci r�r ��¢��c6 r�� t' ��'��r t� �'��'��ii��° 3,02 Survey. Within thirty (30) calenda�w c��a�s ��' t�� '�"��'� 1��`� �'��'�a" `��`�� cause to be prepared at Buyer's expense, a�t,am•a°�o�t �n� il��: �,�`c��ar��i �ut'v�y �"��" t�s� 1�"�"t��'�Y (the "Survey"). The contents of the Sur��y� �� a� ga�`��ga��'�� Y � ��"�'�Y��' �� Buyer and shall include the matters pre��a�i��'�� y� ��y'��`� '�'�'��1� ��" �� limited to, a depiction of the location ot" a�l ¢•��l�w �ttt��;t:�„ ��t� �t��d ��k�t� t�1" "�"��, both on and adjoining the Property, water �caaa��w 1C)� y��r �i�"as�� a��l�� '��'� �� improvements and struetures of any kind. "i"�� `u�t°w�� l��t�� c��'�� 1��" �� ' �� Property, in acres, and contain a metes axr�� 1��rr�ds ci�.�c�"i�t�� ti��►"�� " �� furnish or cause to be furnished any affidavit�, ��.�°tki��, �a�s�t�r��, ��c�Pa� cc�caGzi��rt� as required by the Title Company in order to �,�un�i tk�� t�r°�r�,� ��c�r� �� r�:�x��k'�c� �y 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 f'tfteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the last of the Title Commitment, the Survey, and the Exception Documents, in which to give written notice to Seller, specifying Buyer's objections to Contract of Sale Page 3 of 22 one or more of the items ("Objections"), if any. All items set forth in the Schedule C of' the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall be deemed to be Objections without any action by Buyer, 3.04 Seller's Obligation to Cure; Buye�'� �2��y�� ia� °�"�rrz��4�w "�'�� `��'��" `��"��m�a� within twenty (20) calendar days after Sell�r° i� }�z��vo�c�� i�� x��= ��r��" satisfy the Objections at Seller's sole cost �t�c�' ��q��t�� a�° �caa��ty r��it"�r T��s��x" �� writing of the Objections that Seller cannot �;a� �ri�l ��t ��ii��"� �� rC��"'� ��° Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date, If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer does not agree in writing to an extension of that period, said extension to not exceed an additional thirty (30) calendar days, then Buyer has the option of either: (a) waiving the unsatisfied Objections by, and only by, notice in writing to Seller prior to Closing, in which event those Objections shall become Permitted Exceptions (herein so called), or (b) terminating this Contract by notice in writing prior to Closing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3,04, Additional Title Commitment. Due to the fact that the effective period of the Title Commitment shall expire prior to Closing, Seller shall cause to be furnished to Buyer, no earlier than ninety one (91) calendar days after the Effective Date and no later than one hundred ten (110) calendar days aftar the Effective Date, a Title Commitment ("Updated Commitment"), in the form of the Title Commitment prescribed by Section 3,01, above, Buyer shall have fifteen (15) calendar days to review and provide Objeetions, if any, to the items ir� �h�� a��t��t� ��C��t��aa7�it�c��nt �� k�c ��°�� it��r��r �� prescribed by Section 3,03 related �� "I'dll� C��r°r�r��it��un�� 91 ta��ae ��,oe��s �°��t�t� ��r review and eure of the Objections, vv��i��r ��" ��u��cl £:��a�� "��"�� Contract, as set forth in Article III, above, sk��11 �a�c ��ga&��1� t�.� tl�� t��?��i�� " ��Y'��` to the Updated Commitment, ii any, and C��r��i��r� ��tl �ac� �� a��'n�� r�� such review and cure period, 3.05 Title Policy, At Closing, Seller, at 1°��;�°�'y ��1�� ►�d ��a��M �� ' � standard Texas Owner's Policy of Title In��r�°��¢��: �"'1"i�� '�?Vi��'�� tca B�c� �a��'x�a�k��'��' �c� Buyer, The Title Policy shall be issued b� t��c Tii�� „�>rr�i�ar�y'„ w�� a�� Purchase Priee and insuring that Buyer has ��'��h�� %`�^�� d�'�r�1�� t�� "��'��"��`a� subject only to the Permitted Exceptions, The Title Policy may contain only the Permitted Exceptions and shall contain no other exceptions to title, with the standard printed or common exceptions amended or deleted as follows: Contract of Sale Page 4 of 22 (a) survey exception must be amended if required by Buyer to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an acceptable survey and payment, to be borne solely by Buyer, of any required additional premium); (b) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any speciiic easement or use shown on the Survey, if a Permitted Exception); (c) no exception will be permitted for "rights of parties in possession"; (d) no liens will be shown on the commitment, Notwithstanding the enumeration of the following exceptions, amendments and/or deletions, Buyer may object to any Exception it deem,s material, in its sole discretion. ARTICLE IV FEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Con�t��tr�t �xx°c� �r6�a�� x��<� �� '��"'� ��'�°�� determined, in Buyer's sole and absolute ��t��ti��r„ c��.ta'�� t��. ��t��`it��f c��tir��n��l��►� ""�"'�� the Effective Date of this Contract and endix�� iacty �� t�a��aa��" ��Y� t��'��" �� "Absolute Review Period"), bssed on such te�t�w �x��it��t��rx��, s�.a,�lN��r ��°�� i inspections of the Property the Buyer de�rn:� s��:��a°y� c��' �S��a�'��.�� '��r�"�� limited to studies or inspections to determ�a�� C�� u�� `��r�y� ��►�'��ro"��'�� °`��' or eonditions, performed at Buyer's sole co�t�� t��t �uy�r ta��c�� :�� 9'rca$�a��"�� i��1� ��" Buyer's purposes, Buyer is granted the r��l��t� ¢�� t t�a�� M��m�� Property, and to conduct a physical inspectit�r�� a�C tlae ��t�r��r��a„ ui�t�H��d°r�, ��+��.tw�a�� invade the surfaca and subsurface of the 1'�°��t:y. �fi3�ayc�t' ��t�►'rr��"a�s, r�t i�� d� �p�ucl��t�e�� 1�� tk�c �'"r��r��+ i� �� w�ar��f�Ya�� "�� y �•��r��, ��a�� x��,"� i��r��:9�� +��c c�r ��r�,��°�c��, t��u �3�.uy�� y ��i�� tl�� x��m�s�� k�� rutt�� sacati�� ta t�rc, �;�Ilc��•, �� :�� ,�� °�as��«��aly� �r•��ta��r1�9�, ��,�t ia� �r��? �v�c�t �a��i�r t� tN�u �xp�i��i�i�ar� ca�" �� .�fl�s��l��e C�+�aitr�»r T��, a�� i��i�� ;��c tka� ��,'��r��t ��a��y r��ll 4�� r��w.��c� i�a I��3u��c�g�„ ��n�� r��tt��z�• ��ar,��s� ��c��° Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of fihis Article IV, Section 4.01, Buyer will provide to Seller copies of (i) any and all non-confidential and non-privileged reports and studies obtained by Buyer during the Absolute Review Period; and (ii) the Survey. ARTICLE V �tEPRESENTATIONS, WARRANTIES, �'OVENANTS AND AGREEMENTS 5.01 Representations and Warranties of Seller. To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the Contract of Sale Page 5 of 22 terms and p��ovisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that; (a) The descriptive information concerning the Proparty set forth in this Contract is complete, accurate, true and correct. (b) There are no adverse or other parties in possession of the Property or any part thereof, and no party has been granted any license, lease or other right related to the use or possession of the Property, or any part thereof, except those described in the Leases, as defined in Article V, Section 5.02(a), (c) The Seller has good and marketable fee simple title to the Property> subject only to the Permitted Exceptions. (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 other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property, (� The 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 has paid all real estate and personal property taxes, assessments, excises, and levies that are presently due, if any, which are against or are related to Che Property, or will be due as of �:he Closing, and the Property will be subject to no such liens, (h) The Seller shall convey the Property free and clear of all debts, liens and encumbrances. (i) Seller has not contracted or entere�,l m��tc� �t�� '�+�� 'i�� t��Y �"�� broker, agent, finder, or any other g�ut-ti� ib� ��a�r��°�ti��a °a��d:P� t��;� ts°�t�;��ti��ra ��' taken any action which would resu�t i�� c�� c��1 �:�� t�ra;��r ��°��i��'�r�� r."" finder's fee or other fees payabl� t�a �t¢�y a��° ��o'�� 'z�� "�� transactions contemplated by this Contract. (j) To the best of Seller's knowledge, there has not occurred the disposal or release of any Hazardous Substance to, on or from the Property, As used in this Contract, "Hazsrdous Substance" means and includes all Contract of Sale Page G of 22 hazardous and toxic substances, waste or materials, chemicals, and any pollutant or contaminant, including without limitation, PCB's, asbestos, asbestos- containing material, petroleum products and raw materials, that are included under or regulated by any Environmental Law or that would or may pose a health, safety or environmental hazard, As used in this Contract, "Environmental Law" means and includes all federal, state, and local statutes, ordinances, regulations and rules presently in force or hereafter enacted relating to environmental quality, contamination, and clean-up of Hazardous Substances, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U,S.C, 9601, et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986, the Reso�a�°c�� ti�K��r�� ,��"„� Act (42 U,S,C. 6901, et seq,), as amended, Toxi� ��t��t�s�� r��rt�� a��ip I.S U.S,C. 2601, et seq,, and state superlien and ��vit��r��t�� u1��-��pa ��at��s and all rules and regulations presently or hereafter promulgated under or related to said statutes, as amended. (k) All Leases, as defined in Article V, Section 5.02(a), shall have expired or otherwise terminated and any and all tenants or parties occupying the Property pursuant to the Leases shall have permanently abandoned and vacated the Property on or before the date of Closing. (I) The Seller is not a"foreign person" as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, 5.02 Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows; (a) Unless stated otherwise, within ten (10) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of tl�e following; (i) All lease agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereo fl relating to the possession of the Property, or any part thereof, including any and sll modifications, supplements, and amendments thereto (the "Leases"). (ii) All environmental audits, soil tests and engineering and feasibility reports, including any and all modifications, supplements and amendments thereto, with respect to the Property that Seller possesses or has the right to receive. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall; Contract of Sala Page 7 of 22 (i) '�� e;��:�� iM�°�� r�� it�� a�• r�� r��, 1��;��,„ ��c��r�t �aa� ri�l�� a��" v��y ��r;��r��:r��,„ c��w�� r��°� aw�� c�d:i�a.r ��°��:�mer�� " �� b�.�t�e� �ritC� a��ga�:�� s�, �� f"6��s��, t�� i��•��°t��t1�� wi9� a�� f'�a6�y ��r�`�ar°r��M e�r� ��•� ��.�"s�� l�� "�c��ir�� r�� l��a�� r� ��u��r° �� :Y��a C��rp��ty ��s� �8�� t�� " Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property, (iii) Not take, or omit to take, any action that would result in a violation of the repcesentations, warranties, covenants, and agreements of Seller, (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, grant or permit to be attached or perfected, any lien, encumbrance, or charge thereon. (c) Seller shall indemnify and hold Buy�s� h��°��9�.��„ t� ti�� i.��t ��c��"z°�at��c� 4�� @��_ from all loss, liability, and expense, �a�rocNtr�i��„ r�'i��:��t Y��i��.�i��_ �"��ti��°�� attorneys' fees, arising or incurred as � c'��ulti ��`�t�� lxa��a� c�r r�Z��a��;� �"e:�tatt�� "�� labor or materials furnished to the P�v��a�t� ��nr9�:�' �� 'ii:i�s'r c��" �a"�� dr��t� arising or entered into prior to Closing. 5,03 Survival Beyond Closin�. Notwithst��a��r�� kz7�y��z��; �� x��"�x"�' �� this Contract, the representations, warrarr��i��, �;��w�� °�� `��` contained in this Contract shall survive the +�1��r��, �rt�i sh��B�r ��c�� %r� �� aQ'��%�� be merged with the Special Warranty Deed, a� �i��°�ka�:c� ir'� 1�t't��'��, ��d�+��'� �'*��"� ARTICLE VI CONDITIONS PRECEDENT TO PERFORMANC� 6.01 Performance of Seller's Obligations, Buyer is not obligated to perform under this Contract unless, within the designated time periods, all of the following shall have occurred; (a) Seller has performed, furnished, or caused to be furnished to Buyer all items required to be so performed or furnished under other sections of this Contract; and (b) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 6.02 Breach of Seller's Representations, Warranties, Covenants and Agreements, Buyer is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of Seller contained in this Contract are true and correct or have been perfocmed, as applicable, as of the Closing Date, except where spacifc re%rence is made to another date. 6.03 Adverse Change, Buyer is not obligated to perform under this Contract, if on the Contract of Sale Page 8 of 22 date of Closing, any portion of the Property has been condemned by an entity other than Buyer, or is the subject of condemnation, eminent domain, or nther material proceeding initiated by an entity other than Buyer, or the Property, or any part thereof, has been materially or adversely impaired in any manner, 6.04 Review Period, Buyer is not obligated to perform under this Contract if Buyer delivers notice to Seller pursuant to Article IV, Section 4.0� that Buyer has determined that the Property is unsuitable to or for Buyer's purposes, G.OS Buyer's Right to Waive Conditions Precedent, Notwithstanding anything contained in this Contract to the contrary, Buyer may, at Buyer's option, elect to waive any of the conditions precedent to the performance of Buyer's obligations under this Contract by giving to the Seller, at any time prior to Closing, a written waiver specifying the waived condition precedettt, 6,06 Buyer's Termination if Conditions Precedent Not Satis�ed or Waived. If any oithe conditions precedent to the performan�;c� a�� a��'�r�'s �r�&��a�� r�c��" ��i� C.��`�� have not been satisfied by Seller or waive� �� t�� I��a�^t��"� �;k�u 13�t�+�a" ��y"� ��"� �°��'�� written notice to Seller, terminate this Con��°��. �� a��"��'�� "a��$ �� 'a��°�� Money shall be immediately returned to Buy�� i�� t�� '�"n�� '��t�Y ��'�'� ��" �� on written request from Buyer, promptly is�� in��&a�u¢�tir�t�s �u��"y" �� t��"��%� G�� Title Company to return to Buyer the Earnest Money and, thereafter, except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other, ARTICLE VII CLO��G 7.01 Date and Place of Closing. The Closing (herein so called) shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes callad), shall be one hundred and eighty (180) calendar days after the Effective Date, unless otherwise mutually agreed upon by Buyer and Seller. 7,02 Items to be Delivered at the Closfng. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at the expense of the party designated herein, the following items: (i) The Title Policy, in the form speci�ed in Article III, Section 3.05; (ii) The Special Warranty Deed, substantially in the form as attached hereto as Attachment "1", subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; Contract of Sale Page 9 of 22 (iii) Other items reasonably requested by the Title Company as administrative requirements for consummatin�b the Closing. (b) Buver• At the Closing, Buyer shall deliver to Seller or the Title Company, the following items; (i) The sum required by Article II, Section 2.01, less the Earnest Money and interest earned thereon, in the form of a check or cashier's check or other immediately available funds; (ii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing, 7,03 Adjustments at Closing. Notwithst��ci�� r��i�� tc� tl�� kr��"�' �r��'�� ' this Contract and without limiting the gene�°�'� ��.�i��ti�� r�F t�� q�r�v��►aa�� S" ��i�� 5,03, above, the provisions of this Article "��, �a+�c�t�c�r� °��w�� 1 ��ai"�r�iv�� '��y�z�° The following item shall be adjusted or prorat�� tw��a� 5�;1@�� ►�� a�� it�� ry��a�� a the Property; (a) Ad valorem taxes relating to the P��ac�r�i�+ �"�r` tl�� :�lus�c��t�" yt��x" �� '�� Closing shall occur shall be prorated ��.��+��a �,�41��° ��cN 1�'�y�� i� �� Date, If the actual amount of taxes 9:��~ t4�� l�a��r ,y��a` ��'� ��'�� '�"�1�� shall occur is not known as of the C1��,� I��te„ tki� �a'r�r�t9c�n �� .y�� ,�� based on the amount of taxes due and ��t�y�tb�� 'w+��t�� r��s��ct� t�� ffi�� 1��rc��,Y �+.�r �� preceding calendar year. As soon zi� �9�� r��a�a�� c�f` ��x�� d��"e�"�� Property for the calendar year in which Closing shall occur is known, Seller and Buyer shall readjust in cash the amount of taxes to be paid by each party with the result that Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but n�r� Vod��o��i tc�, ��a�� assessments for prior years due to change of land usag� sa�� re�a��l��{� ��a��'��g prior to the date of Closing) and Buyer shall pay for ih��: 4��,� ��ti��1�� to the period of time commencing with the Closing Date. 7.04 Possession at Closing, Possession of the Property shall be delivered to Buyer at Closing, 7.05 Costs of Closing. EACh party is r�„�,�a��ah9� f"��° }��y�ra� �i�� 1��1 �"��:� r�£' �� counsel, in negotiating, preparing, and cl��aa�� 4�1��;� �r��b�� r��r�q��+�� Y �� Contraet. Seller is responsible for paying d"��, ��t:s� �tr�� 4a�� i�e��c,� h��r�ir� �� being the responsibility of Seller. Buyer i� �•�;�;�.��r�si�'�� $`�r ��a��„ t�� s�t� �r�� expenses identified herein as being the resp��n��ili�y ��f ��^��•, 1�`'tl��, t��a�r��i��Ni�� C�� such costs or expenses associated with cl�si��; �h� t��Gt�tie��t �c��cs�a�a��wt�'c�� ' �� Contract are not identified herein, such cost� ��r° ��p��s�� 1� b� ��it�� 1��r� �k�� parties in the customary msnner for closing;; aai' rc�nl �M'c��'��z'C;� �irrri��aa" �� '�"�;��y" �� Denton County, Texas. Contract of Sale Page 10 of 22 ARTICLE VIII DEFAULTS AND REMEllIES 8,01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events; (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obliga6:ion on Seller's part required within the time limits and in the manner required in this Contract; or (iii) Seller fails to deliver at Closing, the items specified in Article VII, Section 7.02(a) of this Contract for any reason other than a default by Buyer or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing. (b) Buyer's Remedics, If Seller is in default under this Contract, Buyer as Buyer's sole and exclusive remedies for the default, may, at Buyer's sole option, do any of the following; (i) Terminate this Contract by written notice delivered to Seller in which event the Buyer shall be entitled to a return of the Esrnest Money, and Seller shall, promptly on written request from Buyer, execute and deliver any documents necessary Co cause the Title Company to return to Buyer the Earnest Money; (ii) Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, and conditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction in Purchase Price on account of title defects and shall be entitled to assert any rights for damages based on Seller's representations, warranties and obligations that are not waived by Buyer by its acceptance of Seller's title; and (iii) Seek other recourse or relief as may be available to Buyer at or by law, equity, contract or otherwise, 8,02 Buycr's Default and Seller's Remedies, (a) Buyer's Default. Buyer is in default under this Contract if Buyer fails to deliver Contract of Sale Page 11 of 22 at Closing, the items specified in Article VII, Section 7.02(b) of this Contract for any reason other than a default by Seller under this Contract or termination of this Contract by Buyer pursuant to the terms hereof prior to Closing, (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedies for the default, may, at Seller's sole option, do either one of the following; (i) Terminate this Contract by written notice deliverad to Buyer in which event the Seller shall be entitled to a return of the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to eause the Title Company to return to Seller the Earnest Money; or (ii) Enforce specific performanee of th�s Contract against Buyer, ARTICLE IX MISCELLANEOUS 9,01 Notiee. All notices, demands, rec�a��,�, a��e� ��iN��r ��r�r��a��i��t��r�� °��a�"�"�� hexeunder shall be in writing, delivered, �sc�ai��s� �x��V� �z'cav�t��l caE��"��'x�� tia'� ��r� Contract, by telephonic facsimile, by hand d�Yi�uc•y c��. �;� ��m�i�� +'��+ �� ' deemed to be delivered, upon the earlier to ��ta�� " �� I�a°��'�� M�� "j°�� " telephonie facsimile or hsnd delivery, and ��a� t8�� c�a�� t��" �� c�� , �� "��"��' maintained receptacle for the United State� �9��r1, �°��;a�t�r�c� �t• �.c��tii��°�S, ��c�C�a�� c•equested, postage prepaid, addressed as follows: SELLER° '�Celecaq��! Copies to; For Seller: ..�. .� �_.�..� Teleco PY �..�.._ _ �.�.�.. �..� BUYER; City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 For Buver: Scott W. Hickey, Attorney at Law Kelsey, Kelsey & Hickey, PLLC P,O. Box 9l8 Denton, Texas 76202 Telecopy: (940) 387-9553 Contract of Sale Page 12 of 22 9.02 Governing Law and Venue, This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract, THTS CONTRACT IS PERFORMA�LE IN, AND THE EXCLUSIVE VENUE FOR ANY ACTION BROUGHT WITH RESPECT HERETO, SHALL LIE 1N DENTON COUNTY,TEXAS, 9,03 Entirety and Amendments. This Contract embodies the entire agreement between the �arties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought, 9:04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors, beneficiaries and assigns, If requested by Buyer, Seller agrees to execute, acknowledge and record a memorandum of this Contract in the Real Property Records of Denton County, Texas, imparting notice of this Contract to the public, 9.05 Risk of Loss. If any damage or destruction to the Property shall occur prior to Closing, or if any condemnation or any eminent domain g�roceedings are threatened or initiated by an entity or party other than Buyer that mi�ht result in the taking of any portion of the Property, Buyer may, at Buyer's option, do any of the following; (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Propei�ty, shall be entitled to receive any (i) in the case of damage or destruction, all insurance proceeds; and (ii) in the case of eminent domain, proceeds paid for the Property related to the eminent domain proceedings, Buyer shall have a period of up to ten (10) calendar days after receipt of written notiiication from Seller on the iinal settlement of all condemnation proceedings or insurance claims related to damage or destruction of any improvement located on the Property, in which to make Buyer's election. In the event Buyer elects to close prior to such final settlement, then the Closing shall take place as provided in Article VII, above, and there shall be assigned b�i Seller to Buyer at Closing all interests of Seller in and to any and all insurance proceeds or condemnation awards which may be payable to Seller on account of such event. In the event Buyer elects to close upon this Contract after final settlement, as described above, Closing shall be held five (5) business days after such iinal settlement. 9.06 Further AssurAnees, In addition to the acts and deeds recited in this Contract and contecnplatec� to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver, or ca�ase to be performed, executed Contract of Sale Page 13 of22 and/or delivered at the Closing or afcer the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby, Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5,03, above, the provisions of this Article IX, Section 9.06 shall survive Closing. 9.07 Time is of the Essence, It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract, 9.08 Exhibits, The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes, 9.09 Delegation of Authority, Authority �ca ��.a�� y ��i�� "� �� , ��" �� k taken by Buyer under this Contract, includin� witt�t�t�� 1��i��,��rs� ��s�r��r�i c�9"�l'�� Closing Date, are hereby delegated by Buyer, ��m�� a� ��% ��'�W"�� Denton, Texas, to Frank Payne, P,E., City Bn�in��R„ ��" ��y��'„ ��' �� '��'�� 9,10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of wk�ich taken together shall constitute one and the same agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.11 Business Days, If the Closing Date or the day of performance required or permitted under this Contract falls on a Saturday, Sunday or Denton County holiday, then the Closing Date or the date of such performance, as the casa may be, shall be the next following regular business day, 9,12 Relocation. Relocation advisory services and relocation financial assistance, if applicable pursuant to Ordinance No, 2012-073 (the "Relocation Ordinance"), shall be administered as provided by the Relocation Ordinance, aside and apart from the transaction contemplated by this Contract. SELLER; MCKEE-KRUM PROPERTIES, LLC, a Texas limited liability company : Name: Capacity; Executed by Seller on the day of �„� , 2014, Contract of Sale Page l4 of 22 BUYER; .��""�.„, ., �� M� ,- �«�. � B; µ��:C�� E C, CAMPB �� MAN ..��_ Y �- � "��..._..m_ � �" � .� � � d � ELL, � �'� �" AGER �� Executed by Buyer on the �� I��^ o£ �_ "d� _ m�.._� �,� ,.._�.�.� �,_._.�� 2414, � ATTEST; JENNIFER WALTERS, CITY SECRETARY BY: r�+,� �, .� . . � ��.. _��.e �„� APPROVED AS TO LEGAL FORM; SCOTT W. HICKEY, KELSEY, KELSEY & HICKEY, PLLC c° � �_. �,. '�...,,� � BY� , �.. ..�_ .� . . ��- --- �_. Contract of Sale Paga 15 of 22 RECEIPT OF AGREEMENT BY TITLE COMPANY By its execution below, Title Compar�y ��Icra��V'�c��;�� "��ei�� at �� ' of this Contract, Title Company agrees to cc��a��1� �itl�, �n� �� bu�a�� „ ��'�� "��,�`� �� provisions bf this Contract and to ��'��a�� i�y� �°J��t�� ra�.�aa��x�� t� ��c ��c��'��'�z�� ' �� Contract and comply with Section ��5�(�� f t�t�� I��.��'��1 ��v��a� '�°�� " �� amended from time to time, and �� .rr•t�� c�t f��tN� �t� ��Y �'��L�"�°��'� `�a� ��i�� promulgated thereunder, TITLE COMPANY; Title Resources, LLC 525 South Loop 288, Suitc 125 Denton, Texas 76205 Telephone; (940) 381-1006 Telecopy: (940) 898-0121 � Printed Name; Title; Contract receipt date: _� 2014 ..�._�_.— ��.�.. �.._��_p Contract of Sale Page 16 of 22 EXHIBIT "A" LEGAL DESCRIPTION. Being Tract 36, of LITTLE BROOK ESTATES, UNIT NO. 2, an Addition to Denton County, Texas, according to the Plat thereof recorded in Volume 3, Page 5, Plat Records of Denton County, Texas. Contract of Sale Page 17 of 22 DME13222 4``°'•;��ti1,;, � � � � � �F. ¢Q� p% �`�aA2 �g� � C e c� �� fi ;� C� i � s � � 6� � �s ��y �� ! ��i �� o � � �tl� �� p�� ' �k ��`�� p �d� �4 w a� �� ! � `)a� ,%� f� � ry �� ,�� f�g��e�'•�a��.+�� ;�g '9� �i � ° �� "a l�� i� i1 � � k, �� '� ;�E E� � � �� li i�i �B � � �� °� ��m , og "c, � ..�.��...... ,.. Y " "d I �� , � �?r�; i �q�'� � `� � r a � i u 5 r s ��29 °!� a � Gry�:�i i ��a a GI ri ,i �, ,� .._wM , . � �a a�� a ' � ;ti�� d �r � hy �'I�. y � o i � r �..,. ��; ""y i� � � i��a �1';�;. � �;vti� • � � p@ `9 � '1 6iII � u w �wa �*�z>� pWfIP �W M2SP.111� ��.,,�.��..�.y. � wiq .., , .... ._...e o- w�vr ....� �'� � . ,^�' �°� � � H II3T�� I�a� e �R�a �� `a �� .:.°`' � ��Y � a�� Gr� �� ; �� , �� , i a M �, ��, �� v��J � �•,� � •e�� od d,��,�r�,�.� ��'c� � ,�� , ��.� �p =�� ..:a � �� ° _ � "r pquN ,�. , g . ti._.. k �� w ..�.�4 ��. 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I � 6 � y.,�� .....,. � d i d.a�;:;:�. � � �� W �� q .... �,�� ATTACHMENT "1" to Contract of Sale NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURA.L PERSON, YOU MAY REMOVE O1� �"�1��I�-�% �►�� '�� '��'�" �� "��`l`' FOLLOWING INFORMATION F�,�+�M ��"�� `��'��'�� '� TRANSFERS AN INTEREST IN REAL �`�.��"��1�'�""�'" ��d��`(�� M�' �� '�� "�'�� RECORD IN THE PUBLIC RECORDS; �� "�� "��°�� y��°"�� Oit YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN 13Y THESE PRESENTS That MCKEE-KRUM PROPERTIES, LLC, a Texas limited liability company (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/] 00 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, Texas, a Texas Home Rule Municipal Corporation (herein called "Grantee"), 215 E, McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations set forth below, has GRANTED, SOLD and CONVEYED, snd by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and baing 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"). Gc•antor, 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 msy be produced from the Property. Grantor, its successors and assigns shall not have Contract of Sale Page 19 of 22 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, snd other minerals and/or related to exploration and/or production of the oil, gas and other minersls reserved hecein, including without limitation, use or access of the surface of the Property for the location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or improvement of any kind or type in connection with or related to the reserved oil, gas and other minerals, and/or related to the exploration or production of same. As used herein, the term "minerals" shall include oil, gas and all associated hydrocarbons, and shall exclude (i) al) substances (except oil, gss and all associated hydrocarbons) that any reasonable extraction, mining or other exploration andlor production method, operation, process or procedure would consume, deplete or destroy the surface of the Prope►�ty; 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 ai•ea from the surface of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above the surface of the earth, This conveyance is subject to the following: (All of those Exceptions from Coverage found on Schedule B of the Owners Title Policy to which referenced is hereby made for all purposes and incorporated by reference as is fully set forth herein.) TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor, Grantor's successors and Contract of Sale Page 20 of 22 assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of �w __„ _„mm� ............. 2014 ACKNOWLEDGMENT THE STATE OF ......_�._.......�. § § COUNTY OF § This instrument was acknowledged before me on the day of .._....� 201� �� _._. _.� �e . ,� .�..W_ ._��.._� __.m __ __�.... �,x�; ,_._.�� ..�,��. �� N��'�.��m�i��rs I��t��r��a��.�„ 5��..�, � ��:�� limited liab��i...y � .� an��.� �� l��.h�l��.. t comp y '��#" th� s�ai�� r��r�y� ��i ir�� t.E�� c�u�pa��ty �P��.r��r� stated � My Commission Expires: ��..otary..Publi�..�� _ N c, in snd for the State of Texas Contract of Ssle Page 21 of 22 EXHI$IT "A" LEGAL DESCRIPTION Being Tract 36, of LITTLE BROOK ESTAT�S, UNIT N0, 2, an Addition to Denton County, Texas, according to the Plat thereof recorded In Volume 3, Page 5, I�lat Records of Denton County, Texas. Contract of Sale Page 22 of 22 DME13222