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2014-165s:\legal\our documents\ordinances\14�Se1 sherman drive ed ordinance.doc ORDINANCE NO. 2014-165 AN ORDINANCE (I) FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE THROUGH THE EXERCISE OF THE RIGHT OF EMINENT DOMAIN ONE PERMANENT ELECTRIC UTILITY EASEMENT AND ONE TEMPOR.ARY CONSTRUCTION EASEMENT ENCUMBERING 0.040 AND 0.048 ACRES OF LAND, RESPECTIVELY; THE PERMANENT ELECTRIC UTILITY EASEMENT TO BE USED AND UTILIZED FOR AND 1N CONNECTION WITH THE EXPANSION, CONSTRUCTION, MAINTENANCE, REPLACEMENT, AUGMENTATION, AND IMPROVEMENT OF ELECTRIC TRANSMISSION AND DISTRIBUTION LINES, FACILITIES, AND STRUCTURES (HEREIN, THE "DME EXPANSION PROJECT"); THE TEMPORARY CONSTRUCTION EASEMENT TO BE USED AND UTILIZED FOR THE PURPOSE OF ACCESS, STAGING OF MATERIALS AND EQUIPMENT, CONSTRUCTION AND GRADING ACTIVITIES RELATING TO THE DME EXPANSION PROJECT; THE AFFECTED LANDS AND INTERESTS BE1NG GENERALLY SITUATED 1N THE S. MCCRACKEN SURVEY, ABSTRACT NUMBER 817, CITY OF DENTON, DENTON COUNTY, TEXAS, AS MORE PARTICULARLY DESCRIBED IN EXHIBITS "A- 1" AND "A-2", AND DEPICTED IN EXHIBITS "B-1" AND "B-2", RESPECTIVELY, ATTACHED HERETO AND MADE A PART HEREOF (SAID TRACT OF LAND AND ALL RELATED 1NTERESTS THEREIN TO BE ACQUIRED AND DAMAGES RESULTING THEREFROM COLLECTIVELY REFERRED TO HEREIN AS THE "PROPERTY INTERESTS"); (II) AUTHORIZING THE FILING AND PROSECUTION OF EMINENT DOMAIN PROCEEDINGS TO ACQUIRE THE PROPERTY 1NTERESTS; (III) AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; (IV) MAKING FINDINGS; (V) PROVIDING A SAVINGS CLAUSE; AND (VI) PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "City") has initiated plans for the expansion of electrical utilities and infrastructure which affect, among other lands and interests, the Property Interests; WHEREAS, the DME Expansion Project constitutes a valid public use, and the acquisition of the Property Interests is necessary for public use to provide electrical utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas; WHEREAS, the City made a written Initial Offer (herein so called) to Sel Sherman Drive, LLC, a Texas limited liability company, the owner of the Property Interests ("Owner"), on February 17, 2014, to purchase the Property Interests from the Owner; WHEREAS, the City provided to the Owner of the Property Interests at the time of presenting the Initial Offer, by certified mail, return receipt requested, (among other things) all appraisal reports produced or acquired by the City relating specifically to the Owner's property prepared in the ten (10) years preceding the date of the Initial Offer, and a Texas Landowner's Bill of Rights; WHEREAS, the Initial Offer made by the City to the Owner of the Property Interests did not include a confidentiality provision and further informed the Owner of the Property Interests that such Owner had the right to (i) discuss any offer or agreement regarding the City's acquisition of the Property Interests with others; or (ii) keep the offer or agreement confidential, unless the offer or agreement would be subject to Chapter 552 of the Texas Government Code (the "Non Confidential Notice"); WHEREAS, the City made a written Final Offer (herein so called) to the Owner of the Property Interests on April 8, 2014, to purchase the Property Interests from the Owner, said date being after the thirtieth (30th) day after the date on which the City made the Initial Offer to the Owner of the Property Interests; WHEREAS, along with such Initial and/or Final Offer, the Owner of the Property Interests was provided 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, if any; WHEREAS, the Final Offer made to the Owner of the Property Interests to purchase the Property Interests of the Owner was equal to or greater than the amount of the written appraisal obtained by the City; WHEREAS, the Initial and Final Offers made to the Owner of the Property Interests included (i) a copy of the written appraisal; (ii) (a) an easement purchase agreement and (b) an electric utility easement, being the instruments proposed to be used in the conveyance of the Property Interests sought to be acquired by the City; (iii) the Landowner's Bill of Rights statement prescribed by Section 21.0112 of the Texas Property Code; and (iv) the Non Confidential Notice; WHEREAS, the City provided the Owner of the Property Interests at least fourteen (14) days to respond to the Final Offer and the Owner of the Property Interests did not agree to the terms of the Final Offer within that period, nor did negotiations between the City and the Owner, if any, result in mutually agreeable terms 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, in addition to other information as required by Subchapter C, Chapter 551, of the Texas Government Code, expressly included the consideration by the City of Denton of the use of eminent domain to condemn the Property Interests; WHEREAS, in ordaining the matters set forth herein, the motion to pass and approve this ordinance was stated as "I move that the City of Denton, Texas authorize the use of the power of eminent domain to acquire (1) a permanent easement acquisition encumbering 0.040 acres of real property, and (2) a temporary construction easement acquisition encumbering 0.048 acres of real property, being generally located in the S. McCracken Survey, Abstract No. 817, and all being more particularly described in Exhibits "A-1" and"A-2", and depicted in Exhibits "B-1" and "B- 2", respectively, to the ordinance now under consideration and on the overhead screen being now displayed to the audience, for the DME Expansion Project in the City of Denton, Texas"; and WHEREAS, after due consideration of the public interests to be furthered by DME Expansion Project in the City of Denton, Texas; NOW, THEREFORE, 2 THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby finds and determines that the DME Expansion Project constitutes a valid public use, that the acquisition of the Property Interests is necessary for public use to provide electric utilities expansion and improvements to serve the public and the citizens of the City of Denton, Texas, that the public welfare and convenience requires the acquisition of the Property Interests, and the City of Denton, Texas does hereby exercise its home-rule and statutory authority to acquire by eminent domain (1) a permanent easement acquisition encumbering 0.040 acres of real property, and (2) a temporary construction easement acquisition encumbering 0.048 acres of real property, all affected tracts being described in Exhibits "A-1" and "A-2, and depicted in Exhibits "B-1" and "B-2", respectively, attached hereto and made a part hereof by reference. The Council hereby further finds and determines that the acquisition of the Property Interests is for a public use, to serve the public and the citizens of the City of Denton, Texas. SECTION 2. The Council hereby authorizes and directs the iiling and prosecution of eminent domain proceedings by the City of Denton, Texas to acquire the Property Interests. SECTION 3. The City Council hereby iinds that the Owner was the record title owner of said Property Interests at the time of making the Initial Offer and Final Offer. Without limiting the general authorization provided in Section 2, above, the City Council further authorizes joinder of additional or differing owner or owners, or claimant or claimants, of the Property Interests, if applicable, in the eminent domain proceedings, and to condemn the interests of each such parties to acquire the Property Interests. SECTION 4. The City Manager, or his designee, shall have the authority to do all things necessary or appropriate to acquire the Property Interests by eminent domain, including without limitation, the authority to retain and hire, on behalf of the City, counsel to file and prosecute eminent domain proceedings, and to expend funds related to the prosecution of such proceedings. SECTION 5. The recitals provided in this Ordinance, as set forth above, are specifically and expressly adopted by the Council as express findings by the Council. SECTION 6. 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 7. This ordinance sh'all become effective immediately upon its passage and approval. 3 PASSED AND APPROVED this the w��;`�,�� day of l, ��'��'��„�'� _ _, 2014. �� ,�..... �� ' �, �� . r �:. �„ �� ..�, ,..�� ., �. �, .....�rr ......._. ....�. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY �: BY� �.. � �: � ..... m�,�� APPROVED .�, � TO LEGAL FORM; ANITA BURGESS, CITY ATTORNEY By. �� ,� , . �� ..� � ..� ....... � � �_.....__.n. 4 Exhibit A-1 to Ordinance LEGAL DESCRIPTION ELECTRIC EASEMENT BEING a 0.040 acre tract of land situated in the S. McCracken Survey, Abstract No. 817, Denton Counry, Texas, and being part of that certain tract of land desc�ibed in a Deed to Sel Sherman Drive, LLC., as recorded in Document Number 2008-0710 of the Real Properry Records of Denton County, Texas, and being more particula�ly descrlbed as follows: BEGINNING at a broken concrete monument found for comer at the most Southerly comer of the above cited Sel Sherman Drive tract and the most Easte�ly Southeast comer of a tract of land described in a Deed to Denton Independent School District (DISD), as recorded in Document Number 97-83710 of the Real Property Records of Denton County, Texas, said also being in the Northeasteriy line of State Mighway Loop 288 (a variable width right-of-way); THENCE North 00° 58' 04" West, departing the Northeasterly line of said State Highway Loop 288, and along the East line of said DISD tract and the West line of said Sel Sherman Drive tract, passing a 5/8 inch iron rod with cap stamped "TNP" set for reference at a distance of 23.76 feet, and continuing along said line for a total distance of 67.31 feet to a point for comer, from which a 1/2 inch iron rod found at an angle point in the common line between said DISD trad and said Sel Shertnan Drive tract bears North 00° 58' 04" West a distance of 217.09 feet; THENCE South 80° 23' S3" East departing the West line of said Sel Sherman Drive tract, for a distance of 49.12 feet to a point for comer in the Westerly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-of-way); THENCE South 28° 53' 25" West along the Westerly line of said F.M. Highway No. 428, for a distance of 41.30 feet to a broken concrete monument found at the intersection of the Westerly line of said F.M. Highway No, 428 with the Northeasterly line of said State Mighway Loop 288; THENCE South 72° 21' S9" West along the Northeasterly line of said State Highway Loop 288, for a dislance of 22.69 feet to the POINT OF BEGINNING, and containing 0.040 acres of land, more or less. � �. Tumer, R.�".�..'�. October 10, 2013 T.B.P.L.S. Firm 10011601 DME13222 Exhibit A-2 to Ordinance LEGAL DESCRIPTION 35' TEMPORARY CONSTRUCTION EASEMENT BEING a 0.048 acre tract of land situated in the S. McCracken Survey; Abstract No. 817, Denton County, Texas, and 6eing part of that certain tract of land described in a Deed to Sel Sherman Drive, LLC., as recorded in Document Number 2008-0710 of the Real Property Reoords of Denton County, Texas, and being more pariicularly described as follows: BEGINNING at a point for comer in the West line of the above cited Sel Shem'ian Drive tract and the East line of a Uact of land described in a Deed to Denton Independent School District (DISD), as recorded in Document Number 97-83710 of the Real Property Records of Denton County, Texas, from whlch a broken concrete monument found for the most Southerly comer of said Se) Sherman Drlve tract bears South 00° 58' 04" East a distanC9 of 67.31 feet; THENCE Nonh QO° 58' 04' West along the East line of said DISD tract and the West line of said Sel Sherman Drive Uact, for a distance of 40,65 feet to a point for comer, from which a 1/2 inch iron rod found a1 an angle point in the common line belween said DISD tract and said Sel Sherman Drive tract bears North 00° 58' 04" West a distance of 176.44 feet; TMENCE South 60° 23' 53" East departing the West line of said Sel Sherman Drive tract, for a disfance of 69.36 feet to a point for comer in the Westerly line of F.M. Highway No. 428 (Sherman Drive, a 100 foot wide right-0f-way); THENCE South 28° 53' 25' West along the Westerly line of said F.M. Highway No. 428, for a distance of 35.00 feet to a point for corner, from which a broken concrete monument found at the intersection of the Westerly line of said F.M. Highway No. 428 and the NortheAy line of State Highway Loop 288 (a variable width right-of-way) bears South 28° 53' 25" West a distance of 41.30 feet; THENC� No�lh 60° 23' 53° West departing the Westerly line of said F.M. Highway No. 428, and along the North line of a proposed 75 foot electric easement, for a distance of 49.12 feet to the POINT OF BEGINNING, and containing 0.048 acres of land, more or less. Todd B. Tumer, R.P.L.3. � October 10, 2013 T.B.P.L.S. Flrm 10077601 DME13222 � m � N O � N t � � 2 0 � m � �o am °: �o N N ,� �' � N t�i� � N Z m �� m a � o � � N � X .-. 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ZW � W � . iZZ� Z-�n / �WUa � �� 4J0 }��rnw..: Z� W3N�"b I No� � F' � / p FwZ�T � / z '�o Q 'n}O �" cv Q ..�i / / / . � 2 ; �� W�� W arnr V1 3 N (J W �� Wza Jg � �a� Y� Q � C � am �� N Z � v x d � C � o � N c � O � U w � 'n Z m � o, � c � m°' N C Wv � 2U W � Q � . O � o� ��Z W Z O > O � U � z U Z w 0 N N M W 0 0 Z m 0 N d N F w w � �, � ♦' + I��TI Il [�l �I �' . � ' � � < . � . � 1 :', � ' • , ' � �' � � ' �' . ' ' . � � 1 li � . � �. � , • , � • �• , , � ' !' • ' � 1 • � ' �' • ' : � .� . � � �1 THIS EASEMENT PURCHASE AGREEMENT ("Agreement") is dated (�c.�-- i c�_� Z-� �� , 2014, between SEL SHERMAN DRIVE, LLC, a Texas limited liability company, (the "Owner"), and the City of Denton, Texas ("City") WITNESSETH: EREAS, SEL SHERMAN DRIVE, LLC, a Texas limited liability company, is the Owner of a tract of land (the "Land") in the S. McCracken Survey, Abstract Number 817, Denton County, Texas being affected by the public improvement Project called the Spencer Transmission Line Project ("Project"); and EREAS, City is in need of certain easements in, along, over, upon, under and across the tract of land described above related to the Project; and EREAS, it is desirous of both parties to stipulate and agree to the terms and conditions associated with the purchase ofthe necessary easements for the Project; NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1 � �„„., ,��.~.�.-�, �" �,. At Closing, the Owner shall grant, execute, and deliver to the City both permanent and temporary construction easements, the scope, location and duration of which are described and shall be memorialized in an Electric Utility Easement (herein, the "Easement"), the form and content of which is shall be substantially similar to the Attachment 1 which is attached hereto and made a part hereof for all purposes as if set forth herein verbatim. The Easement shall grant, sell and convey a permanent easement in, along, over, upon, under and across the tract of land being d'escribed in the Exhibit "A-1" and depicted in Exhibit "B-1" attached to the Easernent, respectively, and a ternporary construction easement in, along, over, upon, under and across the tract of land being described in Exhibit "A-2" and depicted in Exhibit "B-2" also attached to the Easement. As stated in the Easement, the permanent easement shall be granted for electric utility purposes, and the temporary construction easement shall be granted for construction purposes, the purpose(s), scope and duration of which are further set forth and defined in the Easement. The lands described and depicted in the Exhibits attached to the Easement are collectively referred to herein as the "Easement Lands". 2. As consideration for the granting of the Easement and other damages (if any) and matters described herein below, the City shall pay to Owner at Closing the collective, aggregate sum of FIVE THOUSAND NINE HLINDRED THIRTY-SIX and 35/100 DOLLARS ($5,936.35) as Total Monetary Compensation. 3. Owner stipulates that the Total Monetary Compensation payment constitutes and includes all compensation due Owner by City related to the Project and purchase of the Easement Lands, including without limitation, the purchase price of the easements conveyed, any damage to or diminution in the value of the remainder of Owner's property caused by, incident to, or related to the Project, damage to and/or costs of repair, replacement and/or relocation of any z ��,�;�. � improvements, turf, landscape, vegetation, or any other structure or facility of any kind located within the Easement Lands related to activities conducted pursuant to the Easement, interference with Owner's activities on the Easement Lands or other property interests of Owner caused by or related to the Project and/or activities related to the Easement, whether accruing now or hereafter, and Owner hereby releases for itself, its successors and assigns, City, its 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. 4. The Closing (herein so called) shall occur in and through the office of Title Resources, 525 South Loop 288, Suite #125, Denton, Texas 76205 ("Title Company"), with said Title Company acting as escrow agent, on the date which is 60 days after the Effective Date, unless the Owner and the City mutually agree, in writing, to an earlier or later date ("Closing Date"). The Owner shall convey the Easement free and clear of all debts, liens and encumbrances. The Owner shall assist and support satisfaction of all closing requirements in relation to solicitation of release or subordination of liens and encumbrances and other curative efforts affecting the Easement, if necessary in the discretion of the City. 5. The stipulated Total Monetary Compensation amount shall be paid by the City at Closing to the Owner through the Title Company. All other typical customary and standard closing costs associated with this transaction shall be paid specifically by the City, except for Owner's attorney's fees, if any, which shall be paid by Owner. 6. The date on which this Agreement is executed by the City shall be the "Effective Date" of this Agreement. 7. 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 such default and 3 �,�,..�� 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 or termination of this Agreement. 8. 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 perforrnance 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 1N 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 date of execution of this Agreement by Owner to the date of Closing, Owner shall not (i) convey or lease any interest in the Easement Lands; or (ii) enter into any Agreement that will be binding upon the Easement Lands or upon the Owner with respect to the Easement Lands after the date of Closing. 11. Any notices prescribed or allowed hereunder to Owner and/or City shall be in writing and, except as otherwise provided herein, shall be delivered by telephonic facsimile, hand delivery or by United States Mail, as described herein, and shall be deemed delivered 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: 4 �.�` �_��.� �� OWNER: 5 c z S�n.ar� � �wp, c� ��. _�� .�� 1� �5 i�'�- �� _r �� ,...... P�� . t@ � � �P� � � � �:�� hone 'Z � � �` �` � .. ....�. �c'b �,� � ��. Copies to: For Owner: �� ... ..... �..._ ,� Telecopy �� "��:_.._ d�� CITY; City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas Street Denton, Texas 76209 Telecopy: (940) 349-8951 :��r..��.1��: John Kelsey, Attorney at Law Kelsey, Kelsey & Hickey, PLLC P.O. Box 918 Denton, Texas 76202 Telecopy: (940) 387-9553 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. 13. The representations, warranties, agreements and covenants contained herein shall survive the Closing and shall not merge with the Easement. 14. Authority to take any actions that are to be, or may be, taken by Buyer under this Agreement, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, Texas, to Phil Williams, General Manager, Electric Administration of Buyer, or his designee. 15. In the event prior to the Closing Date, condemnation or eminent domain proceedings are threatened or initiated by any entity other than the City that might result in the taking of any portion of the Easement Lands, City may, at its election, terminate this Agreement at any time prior to Closing. l6. If the Closing Date or day of performance of any act reyuired or permitted hereunder falls on a Saturday, Sunday or legal holiday, then the Closing Date or day of performance, as the case may be, shall be the next following regular business day. CITY OF DENTON, TEXAS ` � �i c� �� er� BY� ._____- �. .. _.� � � GEORGE C. �:'��+.��1_�� CITY MANAGER � Date: � ��.�.� �....�... �....�� 2014 ATTEST: JENNIFER WALTERS, CITY SECRETARY - , . BY _�� ' ,�� ' �,� _..m �, _ _.��. T3ate: m . . �� ______.� 2014 ��-- �..�.. APPROVED AS TO LEGAL FORM: Kelsey, Kelsey & Hickey, PLLC Richard H. Kelsey John E. Kelsey Scott W. Hickey Attorneys for the City of Denton ��"�" . ��....., �._._=_._ � � ....�.�. . , 2014 Date: .... ��,..�..�'��_.:� �.. � Owner: SEL SHERMAN DRIVE, LLC, a Texas lim� ��'�� liabi�� t� company �.,.,.�_...._ � � �i .,�...�� — ..... By: �._� ...—.:.� ...,.._.__. CapacitY� �� _..n__— ...�,. Date: � v � � v ...�., 2014 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 and 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: Title Resources Attn: Virginia Kubiak 525 South Loop 288, Suite 125 Denton, Texas 76205 Telephone: (940) 381-1006 Telecopy: (940) 898-0121 : Printed Name: Title: Contract receipt date: _ eewm 2014 ATTACHMENT 1 TO EASEMENT PURCHASE AGREEMENT � , � � � . � .. . . •, • • � � . . � �. . , �, , �; �' � �. , � � � � � , , , . . , � � , ; � . ' 1 �'' ' �' 1; ' :' ' �, �' � ' �, , , : ' �' ', � ' 1' ' :' ' THE STATE OF TEXAS COUNTY OF DENTON ELECTRIC UTILITY EASEMENT § § KNOW ALL MEN BY THESE PRESENTS: § THAT, SEL SHERMAN DRIVE, LLC, a Texas limited liability company (the "GRANTOR"), for and in consideration of Ten Dollars ($10.00), and other good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a Texas home rule municipal corporation, which is located in Denton County, Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold, and conveyed and by these presents does grant, sell and convey unto the GRANTEE perpetual, exclusive and unobstructed easements and rights of way and a temporary construction easement, which are subject to all of the terms, conditions, limitations, and restrictions contained in an existing utility easement recorded in volume 4842, page 3099, Denton County Property Records, (collectively, the "EASEMENT"), , for the purposes of erecting, operating, maintaining and servicing thereon one or more underground and/or above ground electric transmission and electric distribution power and/or communication lines, each consisting of a variable number of wires and cables, along with all necessary, convenient or desirable appurtenances, attachments and supporting structures, including without limitation, foundations, guy wires and guy anchorages, and structural components (collectively referred to herein as the "FACILITIES"), in, on, over, under and across that certain real property situated in Denton County, Texas, being approximately 0.040 acres and being more particularly described in Exhibit "A-1" and illustrated in Exhibit "B-1", attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY"). � GRANTEE shall have the right of ingress, egress and regress in, on, over, under and across the EASEMENT PROPERT'Y 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 af 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 af 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 cantour of the EASEMENT PROPERTY or impound water within, over and/or across the EASEMENT PROPERTY without prior written consent of GRANTEE. For the same consideration GRANTOR does hereby grant, bargain, sell and convey unto GRANTEE a temporary workspace or temporary construction easement (the "Temporary Construction Easement99) on, in, upon, under, over, through and across that certain real property situated in Denton County, Texas, being approximately 0.048 acres and being more particularly described in Exhibit 66A_ 2" and illustrated in Exhibit 66B-G" (the 66TEMP0 RY CONSTRUCTION EASEMENT PROPERTY") for the use by GRANTEE, its agents, employees, contractors, subcontractors, workmen, and representatives only in connection with and during the original construction af the FACILITIES. GRANTEE, its agents; employees, contractors, subcontractors, workmen, and representatives shall: 1) have the right of ingress, egress and regress in, along, upon, under and across said TEMPORARY CONSTRUCTION EASEMENT PROPERTY for the purpose of access, staging of materials and equipment, construction and grading activities or any part thereof, and; 2) without the payment of additional cansideration, have the right to clear and remove from the TEMPORARY 2 CONSTRUCTION EASEMENT PROPERTY such fences, signage, buildings, vegetation and trees and other obstructions as may now be found therein, and; 3) leave the property in substantially equal its original condition free of construction debris, surplus material, and construction equipment. The Temporary Construction Easement shall commence on December 1, 2014 and terminate two (2) years from such date. 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 GkANTEE'S full enjoyment of the EASEMENT and/or the exercise of GRANTEE's rights hereunder. GRANTOR acknowledges the EASEMENT granted herein is exclusive, so as to exclude all other utility providers or any other parly's use of the EASEMENT PROPERTY; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to use the EASEMENT PROPERTY in accordance with the terms hereof. Upon written consent of GRANTEE, such consent to be exercised at the sole discretion of GRANTEE, other utility providers may be permitted by GRANTEE under separate grant from GRANTOR to construct, operate, maintain, repair, replace and remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY perpendicularly or as otherwise may be permitted by GRANTEE in writing. Nothing herein shall be construed to require GRANTEE to allow such use or grant, and such use or grant shall be at the sole and absolute discretion of GRANTEE. GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees as provided herein, together with the right to install gates in existing fences within such EASEMENT PROPERTY. GRANTOR represents and warrants to GRANTEE that as of the execution date hereof, no buildings, structures, signs, obstructions or other facilities or improvements af any kind 3 ("UNPERMITTED STRUCTURES") exist on the EASEMENT PROPERTY. GRANTOR shall not construct, and GRANTEE shall have the right to prevent the construction of, UNPERMITTED STRUCTURES on the EASEMENT PROPERTY and if any LJNPERMITTED 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. Grantor shall have the right, subject to the restrictions contained herein, to make use of the Property for any purpose that is not inconsistent with the City's rights granted to Grantee herein for the purposes granted. Notwithstanding anything to the contrary herein, (a) the Properiy may be paved, inclusive of sidewalks, drive aisles, and parking areas; (b) thesurface of the Property may be used for landscaping (limited to grass & turf�; however no trees are to be planted thereon. The EASEMENT shall constitute a covenant running with the land and shall bind and inure to the benefit of GRANTOR and GRANTEE, and its successors and assigns. TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns, forever, and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part hereof, by, through, or under GRANTOR, and not otherwise. WIT'NESS THE EXECUTION HE OF on the day of ___^_......_.....,m,,,,,,,,,, ,,,,,,,_......,...,,,, , 2014. GRANTOR: SEL SHE AN DRIVE, LLC, a Texas limited liability company BY� ___.....__....._______... , . ,,,, .. .. .�. Capacity; ............. ........,. State of Texas § County of § 4 This instrument was acknowledged before me on this day of _____ m r..._._.....,,,,,,,m,,,,m,,,, m� �014, bY .. . - --------- ....... �S �f SEL SHERMAN DRIVE, LLC a Texas limited liabili � , ty company, on behalf of the said company and in the capacity therem stated. Notary Public, State of My Commission Expires:��_.,m �� -� AFTER RECORDING RETURN TO: City of Denton — Engineering Department Real Estate and Capital Support 901-A Texas Street, 2"d Floor Denton, Texas 76209 Attn: Paul Williamson EXHIBIT A-1 LEGAL DESCRIPTION ELECTRIC EASEMENT ��1�� C�.C��1U �crr� Rra��k �sd q�ar�e� �;ztr��x�a�r� En �t� � ��r�r��n �ua��r�y. ,�ka�t�act ��s. �'� T, �'��.rr4c�n t�ea��araty T�a��, �uw��1 �� i �fi �1'��g ��rt rjrt t�� r�rf 1�� 9a: ba.�Wk�a.:� As�:� C��,�9 t� ��"�� "�kw�wr��;�ra �r�v�� L��., �r� r�c+��'p��:9 �� l)r.a�a��rq�aa�tl� ��rr�q��r �"Y"��f�-C�J" 44� �T` tlY�r �� '� r„��r�y ��ra�� s�� C��r�ter�� aae�l�°„ � ��x��:w, ��re�� ar�a� rrtc��a� ��rtu�.�.pq�arl�r �5��:�A�r�r� as foUows: i�'��IN�IC�� k a� %r°rak�qr ��ca`�1�� ra�r�c�rr��n� #'naio�d f'�r ��a�rr�t�.r ;��t tr�r a�ur.a �1 �a��a4d��r4y ��r��r �a� i�nc� �aka�rov�: caic�d ;��t ;�tr�ra��n I�rirr� �a��C �a�ne� fh� rr�c��1 �:��ip ��u�1�� crrr��i ca� � t�� axf ��n�i ��rwt�ci ir� � �ir� ir� C�cea�ra!� fiir�i��F�ws��l��S ��9��aal C�6st��¢�4 ��nC�t�� , a��c�r��Y is� �hh�a��aw�ro��i°r1 ��6�Mrr�� "T'1� aC bY��:°� F��aN �'r°�a��r1y° ��ardw� �r�� t��rr4an C,:r:b��r�ly. 'i�e�:x�,b, s,�i�i �Isu Fr�,i:o"�� ir� 41�a� ��a'4A��:�:�t��ky i�at�° c�f '�t�t� �-��r!�� lu�s�� ;Z�� {� v��i��'L�C� wir�tkr right-of-way); T��R�1�"�� rll7� C�?�� " �J�b" "�'C*t, ��g�<�t��"�,� 9k�ua� �d�r�l�a��;��;�N� pi�� a� ��i�1 "�t �tC� l..�iq�tuw�� L��a�� #3, �r��1 �aq�t��r� 41at: ta��U pac�� c�f �-�wtl 4��'��1� �r�t�`� ��tt� �� W+�a"��i IAo�� rr� �aw�6 x�� k7�;wp�'u��m ��siw� ��. Rry ��1��a� �;"Sd� dn�l�u i�'caK� star� ��tl� e��d� �t�rr��e:�� "1"N�I�'" s�l ft"�e rc�B�r��r�a� �rt �� d��s�� 2"�.�� :t� a�t�d ��4io��uairo� <�aC�r�t� ��i" iiow�:� B�ar � RaRa4 afu.��ru�� 6� &7"�'.3"G f�:t �r� «� �ae�4��1�� c�� x�s��:�� '+��K �v��"r � "V 11 Mr�9w im�cw�a �`� i��rrM� �� €�r rxrt�i� �rur�� irr CP�t� rc�rs�r��r� Nor�� q�.r�.9w�a�r��s�rr �a�e�'� I��;��J� tx��4 �r�S �'W�u�i �a�� '�kwcrrr'�n�N�w k�riv�: 9R�� tror�u�� N�r.�rtl�� J� ,��" ti�" "�"�:��1 � �lY��s��a�� f � 1 �',�� 4�.�Q� THENCE South 60' 23 53� ��r�� arfing dN��'�fr�C iin�,w cai ��<�id Sel Sh� �'��°� ��A�� fi'�� a'�"��"�� of ��.�42 feet to a point for comer in the WV��.�t�.rty� qine of f�.k"�. k-9��`�6�w��y C�r�. 428 ("�h��r�°�r� L>r�v�, �� 'aroq wi�� right-�f�-w�raY); 1`FiI�N�� .�u�c�tri ��" "i �" �'�" 1�^J�::,1 �I�arq� f�r� V+J�:�l�i'tiy line of �,�aM�d i'Cv4. l°1ia�tnww�y �9c�. 428, for a cir�t<�nce r�f 41.30 Feet �4�� k��a;r��a^� �a��r,�r�� o��s��a�°��i�wC f��k�9�� uk t6�c* i��ta r;r�:tion of ��P�k�'�'w'n�4�ai�+ W��nrr� �r�f 5��sid F.M. Higk��+ No. �1"�� with ihe �dr�tifli��o��y Gacrr� �� 1 �ta�k�': �-fidyhwra�r��yr k'_�K��r "r'f3�3� THENCE South 72° 21' 59" West along the Norlheaslerly Gne �a� ��id S��a° ��d��'«^��+Y' ��'��4� Z�, tor a disiance of 22.69 feet to the POINT OF gEGINNING, and containing 0.040 ��'��s of la�c�, w��¢�o� �.r� �� a�*� �� a � . � �. �-' �;), � �..,. � . .�..mm. ��9 �. l"ur�rwcr, R_P.L �, October 10, 2013 T,g,p.L_S. Fitm 10011601 LEGAL DESCRIPTION 35' TEMPORARY CbNSTRUCTION EASEMENT 1�'��N� �� C3.i�tr�� Kd�r� �.r��C �a� 4�r�c� ��94�ar�t�ci i�r� 4h� ��. ��,^Ya;�;�� rvn��vN +�s�Co'�t��t �9�a. �ro"�'7� ��r°wt�rr^ro C�+��r�iy', "T"�x� �, �rw��S k�iva�, �rt �f �q�� ;r��ia�r� t��r;C ��i��d �i�scra�d �n � t:7��r� ka� �^I ��h�rrr�;��7 C�rav��, b I �.�., �� rdc�c� iM� i.��arrru�.��E. ��v�ka�:r ��Nt�3�-4�71C� ��'t�� i�a�� f�n�c��N�t�y� 4��r,��a1s �� {��r�ua�� s�A�4y, V��x��, �e�� F��u�� rna�r� �+�r4i��ap�r�y �9��c��Va�+� asfoUows: ��,r�V��p�[� �t � ��fi �c�r ��.�rrr��r i�s� �h�: iPw"r�.�� q'�r�� a�� k.h�� s�ka�� flk�l ��1 ��n��cs f��r^�� tra�� nM�l t��u�, F�a�t 4in� ��f� � �r�rc,� r�f d�nr1; rlr�:�c�il��t� �� :�� a �`��tcrr� Or�ri�%�r:n��:M�1 ��'tr�ac�N l'�a.;4r��.t {C��ZS7�a �� e�.c�rr�� i�� C�s�c�rr�c��1 �td��t�P;'r '��-i��7'i�P �€ tF'r� ��a�M �rra��aM�� e�;r�r�� ea� I�a�r�lw�n (.:�aaur^r1y�, "f��;�� frcga�t +��:�� r�°tak�q� �aartc��.��c, a�r�rtt��x�r�ra4 f�r�o-rr� C�ar tti�� r��ast �K,a�1ta��ti�r c��r��:r �ai ��w� ��I �t�t�r��^a�rM�u f�rMvn ia�� tac��r � ,�+�u�tl°� �t�"' ti�9" �id�" ��i �� A�c� �fi �7.:�1 C�� i: '�"� if�:NW�E: �`+l�arthu ��` 58" f�`'�"x�� A��cy �� tAa�;�� Gws�: �� "�I�%� �r��t ��rteN tk��''�le�.�� li�cx cr� ��a� ��9 �k��rr�� L"�riv�a tr��, i��° � �N�'at�M�c,r of �l�.Ca �'�c� t�a � ��oa�rC f�sr �c.w��7pMr„ t'r�� +��;�'a � ��"� �rr�� dre��u r�a�9 t��u�� ra��b� �a��t i� �B�a� �rrrorra�ar� fn��u, i�twr�°:en ,��pr4 Y'&t;�a�J 4'r��t �rwJ ��u�N �� I�r�rr��sr �"�ri�r� l��i�t �.�rr��'� I�a�t�Nm C��"� �4� �V " V�l�.sl � du��r �s� 176.A4 ieet; THE�I+��: South 60" 23 53 �:�,�I �i��ariing �b'7�'TM ifld�st torx� aa� �«;�id Sel ;�Ib�tt��,�r� ��°��. �r��a. �x�r �� iir�R��r�ce �� a�.��i i�:�.t to a�;r+��nt for corner in the 1r'��:��a��T� �ine of F.IC'�. Hi�wvw��:r�r �l�a. 428 (�k'��t'�ac�a� �'3�`G^��. �"�� f�ac�4 weai�l�� rigkrt��'.vw��t��, T�i�N�k" a�a�a�i� ;��"" �;� a�"',r"!Jrs.�l a�N�r�� 9tt�,� "�rd��I�^r�y lix'�� *;�"sdcfi % P+�PI. Fii�Fuw �+� C'�!'c�. �4�d�, t�r z c1"tsi��rt e�y1' "��.��)1"��t l� K� ��i� Cw�� ari°��r�y I�e�r�� v��ua�� rrk�.r7 �+��a�:r�6a� u�na:�s��aa��w-al �c��earcd �mC z�z� raMt�r�;�r��i+�rt �ai' �Yz� V�X��t� r�y V��-�� a� �n�w�� ;:.�u�. W�a��rv;rr�y` h�tia`a. �-�k� .�r��i t@i�a �i��th�riy lii��: c�t �4,�9� �li�}Y�,n?�y � �a�rp �.�� (� �±�rr��V'�� ru�r.N�Y r ri�;�l�aR-s��-^u��y� h��as� �e��ktk� ��'`" �a 3 ��"w" ��'y� �� i�� s��[� �r$ �51.�{� f��4� �°d��I�� 4�+�rth 60° 23' 53' W�w I c�t p��rlrr��y �� `'��s��rly line ��sa��d F_M. Highway No �a',�, and along �� p�9r line �� r�� 75 foot electric r�.�a�owu��9„ t�rr ��ss��a�w�e of 49.��' ��:et to the POINT OF ��Li�INNING, as7�� t��K�k��aning 0.04$ acres of land, more or less. `��,�"�� d=��.� ^"�.�t..,�_��.W. �_._..� � � � � �+�a�ru�r, R.P #� �.__ �.�..._�..._—,. 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