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21-2635ORDINANCE NO. 21-2635_ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AND DELIVER TO CORE SCIENTIFIC, INC. A TEMPORARY CONSTRUCTION EASEMENT CONTAINING AN APPROXIMATE TOTAL OF 3.999 ACRES LOCATED AT THE DENTON ENERGY CENTER IN THE CITY AND COUNTY OF DENTON, TEXAS FOR A TOTAL MONTHLY COMPENSATION AMOUNT OF ONE THOUSAND DOLLARS AND 001100 (S1,000.00); PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Core Scientific, Inc. has requested that the City of Denton ("City") grant it a temporary construction easement as attached hereto as Exhibit 1 and incorporated herein for all purposes (collectively, the "Temporary Construction Easement") encumbering approximately 3.999 acres as more particularly described and depicted in Exhibit "A" to Exhibit 1, located at the Denton Energy Center in the City and County of Denton, Texas, for construction staging and for the installation of temporary construction offices; and WHEREAS, the City is willing to grant to Core Scientific, Inc. the Temporary Construction Easement in exchange for the total monthly compensation amount of One Thousand Dollars and 001100 ($ 1,000.00); and WHEREAS, the City Council hereby finds the easement conveyance to Core Scientific, Inc. will benefit and serve the public; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The Interim City Manager, or designee, is authorized to execute and deliver to Core Scientific, Inc. the Temporary Construction Easement attached hereto as Exhibit 1, in exchange for the compensation expressed above. SECTION 3. If any section, article, paragraph, sentence, phrase, clause, or word in this Ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by .-., j- Bw` and seconded by ^ 12,, , o -,c \ I The Ordinance was passed and approved by the following vote 1: Aye Nay Gerard Hudspeth, Mayor: -11 Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: 1Z Alison Maguire, District 4: Deb Armintor, At Large Place S: Paul Meltzer, At Large Place 6: Abstain Absent PASSED AND APPROVED this the "�' day ofig,,O,1 , 2021. ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ` ' !� Page 2 GERARD PETH, MAYOR DocuSign Envelope ID: 8C04CCE6-11D53-4217-BE75-258AA7069A2G EXHIBIT 1 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. TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON This Temporary Construction Easement (this "TCE") is made as of the 7th day of December, 2021 (the "Effective Date"), by and among CITY OF DENTON, a Texas home -rule municipal corporation ("Grantor") and Core Scientific, Inc., a Maryland corporation, corporation ("Grantee"). In consideration of the mutual promises and the terms and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor, whose address is 215 E, McKinney St, Denton, TX 76201, grants and conveys unto the Grantee a temporary construction easement along, upon, over, and across the property in Denton County as depicted in Exhibit A (the "Property") for the sole purpose of project management offices, construction employee parking and staging equipment for the construction of a data center on property leased by Grantee at the Denton Energy Center; and for no other purpose. Grantee may use the easement area only for staging, parking and temporary offices during construction activities but not for storage. No permanent structures or improvements shall be installed or kept on the Property. The Grantee, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress, and regress along, upon, and across said Property for the purpose of construction activities for the adjacent data center. Grantee acknowledges and agrees that its rights hereunder are subject to any and all easements and other rights on, though, or over the Property of record. Grantee shall be responsible for maintaining any necessary temporary access points and temporary dirt road created to access the Property, including without limitation controlling any dust on the temporary roadway and/or the Property itself. Grantee acknowledges and agrees that it has independently inspected the Property to the extent that it deemed appropriate prior to the execution of this TCE and is accepting the Property in its "as -is, where is" condition. To the maximum extent permitted by law, Grantee hereby releases Grantor and its affiliates and their respective officers, directors, managers, members, owners, employees, and agents (the "Grantor Parties") from any and all liability arising out of the condition of or use of the Property. Grantee agrees that it shall not have any right to lien the Property. Grantor shall have the right, but not the obligation, at any time, from time to time, to enter, at its sole risk and cost, onto the Property at any time to determine if Grantee is complying with the terms of this TCE. DocuSign Envelope ID: 8C04CCE6-1 ❑53-4211-BF75-258AA7069A2C 2. Term of Easement. The term of this grant shall commence on the Effective Date and shall expire eighteen (18) months from the Effective Date. Upon such date this TCE shall no longer show of record on the Property and shall be of no further force or effect without any further action required by either party. In addition, in the event of any breach or default under this TCE by Grantee, Grantor shall have the right, but not the obligation, to terminate the TCE if Grantee has not cured a default within seven (7) days after receiving written notice of such default from Grantor. Upon any termination of this TCE, Grantee shall promptly: (i) yield, vacate, and surrender all use of the Property to Grantor; (ii) remove all machinery, equipment, and other personal property of any kind on the Property; and (iii) return the Property to reasonably the same condition in which it existed immediately prior to the commencement of this TCE. If there is any personal property on the Property as of the date of any termination of this TCE, then in addition to all other rights and remedies available to Grantor in law or in equity, (A) such personal property shall be deemed abandoned by Grantee and, at Grantor's election, shall be the property of Grantor, and/or (B) upon written demand from Grantor, whether at or after the termination of this TCE, Grantee, at no cost to Grantor, immediately shall remove all of such personal property from the Property. 3. Maintenance. Grantee covenants and agrees that it shall cause all activities performed on the Property pursuant to this TCE to be conducted in a manner that does not unreasonably disturb or disrupt any of Grantor's activities on lands immediately adjacent to or in the close vicinity of the Property or unreasonably disrupt any of the activities of the Denton Energy Center in close vicinity to the Property; and taken with due care and in accordance with all applicable professional standards and the requirements of any and all applicable city, county, state, and federal laws, rules, regulations, and directives, as amended from time to time, applicable to Grantee's activities on the Property (collectively, the "Laws"), including but not limited to those relating to worker's compensation, immigration, occupational health and safety, waste disposal, storm water discharge/pollution prevention, dust control, environmental contamination, hazardous substances, pesticides, building and construction codes, contractor licensing, and all other laws, rules, regulations, and directives. For the purpose of this TCE, "close vicinity" shall mean within 100 feet. Grantee shall: (a) maintain the Property in good condition, free of all trash, weeds, debris, and any other unsightly material; (b) promptly repair any damage to the Property; and (c) be responsible for using commercially reasonable efforts to restrict access to the Property only to Grantee, its employees, and Grantee's authorized contractors, and, to the extent allowed by law, will indemnify Grantor from claims of any damage or injury by any uninvited persons (including, without limitation, trespassers) within the Property. 4. Insurance. During the term of this TCE, Grantee and its contractor shall maintain: (a) commercial general liability (CGL) insurance (ISO Form CG0001, or equivalent) written on an occurrence basis with limits not less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate), naming Grantor and Grantor Parties as additional insureds, utilizing ISO endorsement CG2026 (11/85 edition, or equivalent), which insurance shall include intermediate form contractual liability insurance applicable to this TCE; (b) $1,000,000 auto liability insurance; and (c) worker's compensation insurance to the extent and in the amount required by Law. All such insurance policies shall: (a) be taken out with insurers with an A.M. Best rating of A-NIII or better; (b) be non-contributing and apply as primary and not as excess to, any other insurance available to Grantor and Grantor Parties with respect to DocuSign Envelope ID: 8C04CCE6-ID53-4211-RF75-258AA7069A2C claims arising out of this TCE or use of the Property by Grantee; and (c) not be invalidated with respect to the interests of the Grantor and Grantor Parties by reason of any breach or violation by Grantee of any warranties, representations, declarations or conditions contained in the policies. Grantee, and its contractor, shall deliver to Grantor certificates of insurance with the above referenced additional insured endorsement: (i) prior to commencing any of the activities on the Property under this TCE, and (ii) updated certificates of insurance periodically. Grantee shall provide notice to Grantor at least thirty days prior to termination of any policy. No review or approval of any such insurance certificate by Grantor shall derogate or diminish Grantor's rights or Grantee's obligations. To the fullest extent allowed by law, Grantee, on its own behalf and on behalf of all of its insurers, hereby waives all rights of recovery, whether under subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), whether because of deductible clauses, self-insured retention amounts, inadequacy of limits of any insurance policy, limitations or exclusions of coverage or otherwise, against Grantor and Grantor Parties. Grantee also shall require that all insurance policies related to Grantee's activities on the Property include clauses providing that each insurance underwriter shall waive all of its rights of recovery, by subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), against Grantor and Grantor Parties. 5. Compensation. Grantee shall pay to Grantor $1,000.00/month during the term of this Agreement. Payment of this TCE monthly charge will be billed by Grantor and due from Grantee in accordance with the terms and conditions of the Lease Agreement between City of Denton and Core Scientific Inc. dated September 3, 2021 authorized the Denton City Council by ORDINANCE NO. 21-1486, 6. Notices. All notices and communications required, necessary, or desired to be given pursuant to this TCE, including, but not limited to, a change of address for purposes of such notices and communication, shall be in writing and shall be deemed given and received (i) upon personal delivery (which shall include delivery by commercial overnight courier), (ii) three (3) days after deposit in the United States Mail, certified mail, return receipt requested, postage prepaid, or (iii) by confirmed facsimile. The addresses for notice are as follows: Grantor: CITY OF DENTON 215 E, McKinney Street Denton, TX 76201 Attn: Real Estate Department Phone: 940-349-8252 With a copy to: CITY OF DENTON 215 E. McKinney Street Denton, TX 76201 Attn: Legal Department Grantee: Core Scientific Inc. DocuSign Envelope ID: K04CCE6-11D53-4211-6F75-25BAA7069A2C Attn: General Counsel 2800 Northrup Way #220 Belview, WA 98004 1. Miscellaneous. This TCE may be amended only by an instrument signed by all parties. This TCE shall inure to the benefit of, and be binding upon, the successors and assigns of each of Grantor and Grantee; provided that nothing herein shall permit Grantee to assign this TCE without Grantor's prior written consent, which consent may not be unreasonably conditioned or delayed. All entities and persons entering the Property under this TCE and/or performing work on behalf of Grantee shall be agents of Grantee and shall be required in writing to comply with all terms of this Agreement, including without limitation the insurance provisions. 2. Counterparts. This TCE may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. A facsimile or electronic copy of this TCE shall be deemed an original for all relevant purposes. The balance of this page intentionally left blank Signature page attached DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C Agreed to as of the Effective Date set forth above on Page 1. Grantor: CITY OF DENTON By: Sara Hensley, interim i Manager ACKNOWLEDGMENT THE STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me on—Decem ped , 2021, by Sr-.coL- 'e ) •��.Ypf�y CATHERINE MARIE WELBORN Notary Public, State of Texas m� Comm. Expires 02-24-2025 Notary ID 131018469 ATTEST: Rosa Rios, City Secretary By: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational n1,i,ri�t,�,nn —A 'kiw;ness terms. OGCuSipned by: Signature Trance Naulty Title ASSt. GM Denton Municipal Electric Department 12/2/2021 Date Signed: APPROVED AS TO LEGAL FORM: Mack Re' wand, ty Attorney By: Notary Public, in and for the State of 2XS My commission expires: 0?- -2 - -,o Z Docuftn Envelope V 8C04CCE8-11353-4211-8F75-258AA7069A2C Grantee: Care Scientific, Inc. 000aabma by; ks QJ►+S s c. gy,WeS Adams EVP Construction ACKNOWLEDGMENT THE STATE OF COUNTY OF C- I & Y This insitrument wits acknowledged before me on 6 m ; Notary Public, in and or the State of V164. My commission expires: �r APPROVED AS TO LEGAL FORM: noeuftnod W. By. - Title: Pe C -e tin 6 .a r q , 2021, by CRYSTAL CUTTING Notary Pubk-State of Nevada APPT NO. 09-11620-1 My Appt. Expires 12-06-2021 EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT Part of Lot 1, Block A Denton Energy CenterAdditlon BEING a 3.999 acre tract of land situated in the Moses H. Davis Survey, Abstract No. 377, City of Denton, Denton County, Texas, being part of Lot 1, Block A in the Denton Energy Center Addition, as recorded in Document No. 2021-367 of the Plat Records of Denton County, Texas and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for an interior Southwest corner of the above cited Lot 1 and the Northwest comer of a called 116.154 acre tract of land described in a Deed to the Mark Hicks Investments, LLC, as recorded in Document No. 2021-8595 of the Official Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for an interior ell comer of said Lot 1, same being the Northeast corner of a called 152 acre tract of land described in a Deed to Walter B. (Bud) Wolf, as recorded in Volume 533, Page 541 of the Deed Records of Denton County, Texas bears North 00026'46" East, a distance of 599.88 feet; THENCE South 8905049" East along the South line of said Lot 1 and North line of said 116.154 acre tract, for a distance of 506.72 feet to a 5/8 inch iron rod with cap stamped "TNP" set for the Southwest corner of a 19.064 acre lease tract described as Site One per City of Denton Ordinance No_ 21-1486; THENCE North 01 °31'41" West departing the South line of said Lot 1 and the North line of said 116.154 acre tract, for a distance of 608.71 feet to a 5/8 inch iron rod with cap stamped "TNP" set for the Northwest corner of said 19.064 acre lease tract; THENCE South 89°59'35" East for a distance of 611.28 feet to an "X" cut set in concrete for an interior ell comer of said 19.064 acre lease tract; THENCE South 00°0025" West for a distance of 65.60 feet to a 5/8 inch iron rod with cap stamped "TNP" set for an interior ell corner of said 19.064 acre lease tract; THENCE North 90000'00" East for a distance of 442.53 feet to the POINT OF BEGINNING of the herein described easement: THENCE North 00°00'00" West for a distance of 754.80 feet to a point; THENCE North 90°00'00" East for a distance of 230.80 feet to a point; THENCE South 00'00'00" East for a distance of 754.80 feet to a point from which a 518 inch iron rod with cap stamped "TNP" set for the Northeast corner of said 19.064 acre lease tract bears North 90600'00" East a distance of 199.32 feet; THENCE South 90"00'00" West for a distance of 230.80 feet to the POINT OF BEGINNING, and containing 3.999 acres of land, more or less; SURVEYNOTES: 1. Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone 4202; NAD83(2011) Epoch 2010) as derived locally from RTK Network continuously operating reference stations (CORS) via real time kinematic (RTK) survey methods. The distances shown hereon represent surface values using a surface adjustment factor of 1.000150530 to scale from grid to surface. 2. An Easement Exhibit of even date herewith accompanies this Legal Deserlpfion. See Page 2 of 2. Todd B. Turner, R.P.L.S. Teague Nall and Perkins 3200 S. 1-35E, Suite 1129 Denton, Texas 76210 940-383-4177 TBPELS Firm No. 10011601 Date: November 29, 2021 Legal Description — Temporary Construction Easemenr Page 7 of 2 LEGEND CALCULATED POMT 0 11/2' IRON ROD FOUND (UNLESS NOW OTNEAIMSE) Q 1 5/8' MON ROD SET 9ATTt tAP STAMPER 9NP` V CUT SET Al OONCREIE (CM) JCOWTROUUNG MONUMENT URF 11RON ROD FDUNtl• CIRF CAPPED IKON ROD FOUND D,R.O.C.T. DEW RECORDS OEM COUNTY TMO P.R.D.C.T. IPLAT IMCORDS OWN COUNTY IDIAS O.R.D.C.7 I OFFICIAL RECORDS DEMON COUNTY TEXAS { EASMENT BOUNDARY LINE EASEMENT PROMITY LINE -- EASEMENT LIME 112 IRF WANNOY 5837101' r v 0 D C1 ¢ © L N w m in Ed Z 0' LULIU -1 0. QUA+ J NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1883 (North Central Zane 4202: NAD83 (2011) Epoch 2010) as derived locally if= RTK Network continuously operating reference stations (CORS) via real time kinematic (RTK) survey methods. The distances shown hereon represent surface values using a surface adjustment factor of 1.000150630 to scale from grid to surface. 2 This Exhibit was prepared with benefit of that certain Title Commitment, GF No. 1003-200B01-RTT, with effective date of October 25, 2016, provided by Republic Title of Texas. For easements, rights-of-way and/or other matters of record that may affect this tract, the Surveyor relied solely on said Title Commitment. 3. A Legal Description of even date herewith accompanies this Easement Exhibit Sea page 1 of 2. 4. Existing site improvements, features and utilities may exist on this tract that are riot shown hereon. 16V TP&L EASEMENT VOL 566, PG. 81 La { D.R.D.0 T. It{ ONO AY { 0 100 200 400 SCALED 1® = 200' LOT 1, BLOCK A DENTON ENERGY CENTER ADDITION DOC. NO. 2021-367 P.R.D.C.T. ,1p'Rs S 89"59'35" E 611.28' { I{ { 1 { 'x' CUT SETTZ IN CONCRETE 20' ONCOR ELECTRIC DELIVERY CO. SW CIRS J E48EMENTAND RIGHT 0I~WAY 'T'NP' DOC, NO 2008-13516 \\ Il 0.R.D.0 T. S 00"0025"W 65.60' 442.53' POINT OF BEGINNING 49.084 ACRE SITE ONELEASE TRACT PER - CITY OF DENTON ORDINANCE NO. 21-1480 N 90000'00" E 230.80` O a, \\ I I h to \\ l I LU e \N { 3 EASEMENT l (3.999 ACRES) O v p O O O p O 75' TMPA EASEMENT ! ` O O S 00"0025"W 65.60' 442.53' POINT OF BEGINNING 49.084 ACRE SITE ONELEASE TRACT PER - CITY OF DENTON ORDINANCE NO. 21-1480 N 90000'00" E 230.80` O a, O m TEMPORARY CONSTRUCTION W EASEMENT o O (3.999 ACRES) O v p O O O p O O O z IN 199.32' S 90000'00" w 5r6• CTR 'fNP' 230.80' VOL 1163 PG, 996 Z D. RE 0.0 T. { I \ z ®pC�Ifl� gandla' UJIt � ! ap o L $ S�' j� " "Oa V#?, APPROX. LOCATION SOSTING POINT OF Q 15 SOUTHWESTERN GAS PIPELINE INC EASEMENT COMMENCING { { L DOC; NO. 2006-4W8 1f2IRF O.R.D.C.T. .0/ ... TOAD B. TURNER .. Y............... 5... " 4859 v: 1 SW CIRS L_.----------------------------t-----_—,k— - S 89"50'49" E 5d6.72 . I --r �FFI league nail and per&ins 3200 S. Interstate 36E, suite 1124 Denton, Texas .303, ,-' 6210 940.363.4177 ph 94D.363.604b Fx www.tnplac.cam TBPELS FIRM 1001 1601 S 89"50'49" E 1431.52' EXHIBIT "B" TEMPORARY CONSTRUCTION EASEMENT MARK HICKS INVESTMENTS. LLC CALLED 116.154 ACRES DOC. NO. 2021459-5 O.R D.C.T. BEING 3.999 ACRES OF LAND SITUATED IN THE MOSES H. DAVIS SURVEY, ABSTRACT NO. 377 LOT 1, BLOCK A, DENTON ENERGY CENTER CITY OF DENTON, DENTON COUNTY, TEXAS CS121312 PAGE2 OF 2 Denton County Juh Luke County Clerk Instrument Number: 228210 ERecordings-RP EASEMENT Recorded On: December 16, 2021 02:33 PM Number of Pages: 9 " Examined and Charged as Follows: " Total Recording: $58.00 *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Safe, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 228210 Simplifile Receipt Number: 20211216000541 Recorded Date/Time: December 16, 2021 02:33 PM User: Jadyn M Station: Station 36 • Ga'UN tom' STATE OF TEXAS COUNTY OF DENTON I hereby certify that this Instrument was FLED In the File Number sequence on the date/time 1� ¢ printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas. Juli Luke 1846 County Clerk Denton County, TX DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C 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. TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § This Temporary Construction Easement (this "TCE") is made as of the 7th day of December, 2021 (the "Effective Date"), by and among CITY OF DENTON, a Texas home -rule municipal corporation ("Grantor") and Core Scientific, Inc., a Maryland corporation, corporation ("Grantee"). In consideration of the mutual promises and the terms and conditions below, and other good and valuable considerat o», the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor, whose address is 215 E. McKinney St, Denton, TX 76201, grants and conveys unto the Grantee a temporary construction easement along, upon, over, and across the property in Denton County as depicted in Exhibit A (the "Property") for the sole purpose of project management offices, construction employee parking and staging equipment for the construction of a data center on property leased by Grantee at the Denton Energy Center; and for no other purpose. Grantee may use the easement area only for staging, parking and temporary offices during construction activities but not for storage. No permanent structures or improvements shall be installed or kept on the Property. The Grantee, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress, and regress along, upon, and across said Property for the purpose of construction activities for the adjacent data center. Grantee acknowledges and agrees that its rights hereunder are subject to any and all easements and other rights on, though, or over the Property of record. Grantee shall be responsible for maintaining any necessary temporary access points and temporary dirt road created to access the Property, including without limitation controlling any dust on the temporary roadway and/or the Property itself. Grantee acknowledges and agrees that it has independently inspected the Property to the extent that it deemed appropriate prior to the execution of this TCE and is accepting the Property in its "as -is, where is" condition. To the maximum extent permitted by law, Grantee hereby releases Grantor and its affiliates and their respective officers, directors, managers, members, owners, employees, and agents (the "Grantor Parties") from any and all liability arising out of the condition of or use of the Property. Grantee agrees that it shall not have any right to lien the Property. Grantor shall have the right, but not the obligation, at any time, from time to time, to enter, at its sole risk and cost, onto the Property at any time to determine if Grantee is complying with the terms of this TCE. DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C 2. Term of Easement. The term of this grant shall commence on the Effective Date and shall expire eighteen (18) months from the Effective Date. Upon such date this TCE shall no longer show of record on the Property and shall be of no further force or effect without any further action required by either party. In addition, in the event of any breach or default under this TCE by Grantee, Grantor shall have the right, but not the obligation, to terminate the TCE if Grantee has not cured a default within seven (7) days after receiving written notice of such default from Grantor. Upon any termination of this TCE, Grantee shall promptly: (i) yield, vacate, and surrender all use of the Property to Grantor; (ii) remove all machinery, equipment, and other personal property of any kind on the Property; and (iii) return the Property to reasonably the same condition in which it existed immediately prior to the commencement of this TCE. If there is any personal property on the Property as of the date of any termination of this TCE, then in addition to all other rights and remedies available to Grantor in law or in equity, (A) such personal property shall be deemed abandoned by Grantee and, at Grantor's election, shall be the property of Grantor, and/or (B) upon written demand from Grantor, whether at or after the termination of this TCE, Grantee, at no cost to Grantor, immediately shall remove all of such personal property from the Property. 3. Maintenance. Grantee covenants and agrees that it shall cause all activities performed on the Property pursuant to this TCE to be conducted in a manner that does not unreasonably disturb or disrupt any of Grantor's activities on lands immediately adjacent to or in the close vicinity of the Property or unreasonably disrupt any of the activities of the Denton Energy Center in close vicinity to the Property; and taken with due care and in accordance with all applicable professional standards and the requirements of any and all applicable city, county, state, and federal laws, rules, regulations, and directives, as amended from time to time, applicable to Grantee's activities on the Property (collectively, the "Laws"), including but not limited to those relating to worker's compensation, immigration, occupational health and safety, waste disposal, storm water discharge/pollution prevention, dust control, environmental contamination, hazardous substances, pesticides, building and construction codes, contractor licensing, and all other laws, rules, regulations, and directives. For the purpose of this TCE, "close vicinity" shall mean within 100 feet. Grantee shall: (a) maintain the Property in good condition, free of all trash, weeds, debris, and any other unsightly material; (b) promptly repair any damage to the Property; and (c) be responsible for using commercially reasonable efforts to restrict access to the Property only to Grantee, its employees, and Grantee's authorized contractors, and, to the extent allowed by law, will indemnify Grantor from claims of any damage or injury by any uninvited persons (including, without limitation, trespassers) within the Property. 4. Insurance. During the term of this TCE, Grantee and its contractor shall maintain: (a) commercial general liability (CGL) insurance (ISO Form CG0001, or equivalent) written on an occurrence basis with limits not less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products/completed operations aggregate), naming Grantor and Grantor Parties as additional insureds, utilizing ISO endorsement CG2026 (11/85 edition, or equivalent), which insurance shall include intermediate form contractual liability insurance applicable to this TCE; (b) $1,000,000 auto liability insurance; and (c) worker's compensation insurance to the extent and in the amount required by Law. All such insurance policies shall: (a) be taken out with insurers with an A.M. Best rating of A-NIII or better; (b) be non-contributing and apply as primary and not as excess to, any other insurance available to Grantor and Grantor Parties with respect to DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C claims arising out of this TCE or use of the Property by Grantee, and (c) not be invalidated with respect to the interests of the Grantor and Grantor Parties by reason of any breach or violation by Grantee of any warranties, representations, declarations or conditions contained in the policies. Grantee, and its contractor, shall deliver to Grantor certificates of insurance with the above referenced additional insured endorsement: (i) prior to commencing any of the activities on the Property under this TCE, and (ii) updated certificates of insurance periodically. Grantee shall provide notice to Grantor at least thirty days prior to termination of any policy. No review or approval of any such insurance certificate by Grantor shall derogate or diminish Grantor's rights or Grantee's obligations. To the fullest extent allowed by law, Grantee, on its own behalf and on behalf of all of its insurers, hereby waives all rights of recovery, whether under subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), whether because of deductible clauses, self-insured retention amounts, inadequacy of limits of any insurance policy, limitations or exclusions of coverage or otherwise, against Grantor and Grantor Parties. Grantee also shall require that all insurance policies related to Grantee's activities on the Property include clauses providing that each insurance underwriter shall waive all of its rights of recovery, by subrogation or otherwise (INCLUDING THOSE BASED ON NEGLIGENCE, REGARDLESS OF WHETHER IT IS THE PARTIAL NEGLIGENCE OF GRANTOR), against Grantor and Grantor Parties. 5. Compensation. Grantee shall pay to Grantor $1,000.00/month during the term of this Agreement. Payment of this TCE monthly charge will be billed by Grantor and due from Grantee in accordance with the terms and conditions of the Lease Agreement between City of Denton and Core Scientific Inc. dated September 3, 2021 authorized the Denton City Council by ORDINANCE NO. 21-1486. 6. Notices. All notices and communications required, necessary, or desired to be given pursuant to this TCE, including, but not limited to, a change of address for purposes of such notices and communication, shall be in writing and shall be deemed given and received (i) upon personal delivery (which shall include delivery by commercial overnight courier), (ii) three (3) days after deposit in the United States Mail, certified mail, return receipt requested, postage prepaid, or (iii) by confirmed facsimile. The addresses for notice are as follows: Grantor: CITY OF DENTON 215 E, McKinney Street Denton, TX 76201 Attn: Real Estate Department Phone: 940-349-8252 With a copy to: CITY OF DENTON 215 E. McKinney Street Denton, TX 76201 Attn: Legal Department Grantee: Core Scientific Inc. DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C Attn: General Counsel 2800 Northrup Way #220 Belview, WA 98004 1. Miscellaneous. This TCE may be amended only by an instrument signed by all parties. This TCE shall inure to the benefit of, and be binding upon, the successors and assigns of each of Grantor and Grantee; provided that nothing herein shall permit Grantee to assign this TCE without Grantor's prior written consent, which consent may not be unreasonably conditioned or delayed. All entities and persons entering the Property under this TCE and/or performing work on behalf of Grantee shall be agents of Grantee and shall be required in writing to comply with all terms of this Agreement, including without limitation the insurance provisions. 2. Counterparts. This TCE may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. A facsimile or electronic copy of this TCE shall be deemed an original for all relevant purposes. The balance of this page intentionally left blank Signature page attached DocuSign Envelope ID: 8C04CCE6-1D53-4211-BF75-258AA7069A2C Agreed to as of the Effective Date set forth above on Page 1. Grantor: CITY OF DENTON By: Sara Hensley, Intern C ty Manager ACKNOWLEDGMENT THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on, 2021, by r..JG{oma H�n�����_• .01ro'CATHERINE MARIE WELBORN +Notary Public, State of Texas Comm. Expires 02-24-2025 ofid+`� �� Notary ID 131018469 ATTEST: Rosa Rios, City Secretary By: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational phJ ggj, §,and business terms. fit.WMtt' NaAA(� Sig c'r•rance Naulty Title ASSt. GM Denton Municipal Electric Department 12/2/2021 Date Signed: APPROVED AS TO LEGAL FORM: Mack Remw nd, City Atto By: Notary Public, in and for the State of "7-eAC-5 My commission expires: 0Z- - 24 - ?-.o-Z_7 DocuSign Envelope ID: 8C04CCE6-1 D53-421 1 -BF75-258AA7069A2C Grantee: Core Scientific, Inc. DocuSign/Ied by: Nus ms 448548B3017E46C... By:wes Adams EVP Construction ACKNOWLEDGMENT THE STATE OF I -e -V ad ct COUNTY OF C l G.Y tit— This instrument was acknowledged before me on Notary Public, in and or the State of 1IG My commission expires: M –t - Z 1 Pe (A W% 6.11 r-- q_, 2021, by APPROVED AS TO LEGAL FORM: DocuSigned by: By:Vat. C,LV41AA, Title. C77STAt CUTTING Notary Public -State of Nevada 3g APPT. NO. 09-11620-1 My Appt. Expires 12-06-2021 EXHIBIT "A" TEMPORARY CONSTRUCTION EASEMENT Part of Lot 1, Block A Denton Energy CenterAddition BEING a 3.999 acre tract of land situated in the Moses H. Davis Survey, Abstract No. 377, City of Denton, Denton County, Texas, being part of Lot 1, Block A in the Denton Energy Center Addition, as recorded in Document No. 2021-367 of the Plat Records of Denton County, Texas and being more particularly described as follows: COMMENCING at a 1/2 inch iron rod found for an interior Southwest corner of the above cited Lot 1 and the Northwest corner of a called 116.154 acre tract of land described in a Deed to the Mark Hicks Investments, LLC, as recorded in Document No. 2021-8595 of the Official Records of Denton County, Texas, from which a 1/2 inch iron rod with cap stamped "Vannoy 563-7101" found for an interior ell corner of said Lot 1, same being the Northeast corner of a called 152 acre tract of land described in a Deed to Walter B. (Bud) Wolf, as recorded in Volume 533, Page 541 of the Deed Records of Denton County, Texas bears North 00°26'46" East, a distance of 599.88 feet; THENCE South 89°50'49" East along the South line of said Lot 1 and North line of said 116.154 acre tract, for a distance of 506.72 feet to a 5/8 inch iron rod with cap stamped "TNP" set for the Southwest corner of a 19.064 acre lease tract described as Site One per City of Denton Ordinance No. 21-1486; THENCE North 01°31'41" West departing the South line of said Lot 1 and the North line of said 116.154 acre tract, for a distance of 608.71 feet to a 5/8 inch iron rod with cap stamped "TNP" set for the Northwest corner of said 19.064 acre lease tract; THENCE South 89°59'35" East for a distance of 611.28 feet to an "X" cut set in concrete for an interior ell corner of said 19.064 acre lease tract; THENCE South 00°00'25" West for a distance of 65.60 feet to a 5/8 inch iron rod with cap stamped "TNP" set for an interior ell corner of said 19.064 acre lease tract; THENCE North 90°00'00" East for a distance of 442.53 feet to the POINT OF BEGINNING of the herein described easement: THENCE North 00°00'00" West for a distance of 754.80 feet to a point; THENCE North 90°00'00" East for a distance of 230.80 feet to a point; THENCE South 00°00'00" East for a distance of 754.80 feet to a point from which a 5/8 inch iron rod with cap stamped "TNP" set for the Northeast corner of said 19.064 acre lease tract bears North 90°00'00" East a distance of 199.32 feet; THENCE South 90°00'00" West for a distance of 230.80 feet to the POINT OF BEGINNING, and containing 3.999 acres of land, more or less; SURVEY NOTES: 1. Bearings are referenced to grid north of the Texas Coordinate System of 1983 (North Central Zone 4202; NAD83(2011) Epoch 2010) as derived locally from RTK Network continuously operating reference stations (CORS) via real time kinematic (RTK) survey methods. The distances shown hereon represent surface values using a surface adjustment factor of 1.000150630 to scale from grid to surface. 2. An Easement Exhibit of even date herewith accompanies this Legal Description. See Page 2 of 2. Todd B. Turner, R.P.L.S. r� a% Re_, 9� Teague Nall and Perkins = 3200 S. 1-35E, Suite 1129 ���••• 7Onn EL E••• ••�i��- Denton, Texas 76210 ••v .. TURNERNER v .................... 940-383-4177 :; 0 4859 r TBPELS Firm No. 10011601�Fe55�or O Date: November 29, 2021 qRr ••••».••••'G-1 Legal Description — Temporary Construction Easemenr Page 1 of 2 71 WALTER B. (BUD) WOLF 2 A CALLED 152 ACRES �z „'� y VOL. 533, PG. 541 - D.R.D.C.T. g O v • �I ��'- PL4T/DEED LINE N 0002646"E ' 599.88' S. — i V — — no � p O O O i 50' CROSSTEX NORTH -n 3 — vy // TEXAS PIPELINE, LP. PA EASEMENT AND RIGHT-OF-WAY D cn m n -0 y // DOC. NO. 2005-102321 o o C ��- Z y / O.R.D. C. T. H m / N :,t 7 m Z ~ /� N_� fl cn 'n — �1---------------- N No° aV!" tV 0 ee N01°31'41"W 608.71' �� 3 3 d m d O N n '98 m �� O m ,o u' �'m m aZO a0 cn <� 3 00o c�oF y2 pr- H m ��a H(n OHO �lo�-° m a dcNni.<. �o n 2 .� 0. T R �p ? N N O T $ O �2� co 4,+�nm m m mem M. O g V^u Oop� mZ tea° gEm 0o no��j C)1 I ^a^ N�3m Lluu y 40 G7 4J N' o g 3 o a v� y Oi�m M m m _ c O n�<'Z zCT m I aK p) .� O n DC)T. t- I O m ��3 ba off= m nm0 I 0R m --13 N� 3 7� Q m 3 3 x z0�2 I � co Z+ °�� a"' oa-i, p• :< I O o d Q o N C) g " a M< OO nn 2 Z m T� �� n -I> 3 CA VV Z 0m m ��0 0Qoo' Lnn0m 00 W v 0- H C)mco 0 0 4< m,m �a 3 d o� 0� O I Q Off' m� •�0 1> p m o myo a°^'ca3 r 11y u, �' '"n ca r N neo o�No zm *oA �Nz0 ro 3aX ei oca 43 - �a v 2 m co `� > pmo Om o o nZk z ° 0 zocnn mm M N = o F. oo-0o o�cyl n _O w IT�Zm �0 Z Z o m X Z cr) o o0z O co co z O CA a) �� Nm�� Z= G) -n 0 ;O-'Cnw I n� m -nM 2: (D X m � (0 -< O Z o<> n I z N 00000'00" n 754.80' Z- M Z x ~ tC w � '� Z CS CS oMC I O z10Zm m �z<°�W I wo °mNi-3o woo z -1 �. ,,f . sr � O a 01 r o 0 �c O ` r :y3 . ", c000 ca z n Z i% `° Z i � S 00000'00" E 754.80' O- C7�m rn •m• p.'1 o�"-ziUZ N I m N '•G ��Oo M I� N Z� o�oQ®oop o v o y 1 y> 99O p Q O 22Z� x u pip � 0 2� � p '� a v g g 8 y� o O$ o g m O � z m 71 WALTER B. (BUD) WOLF 2 A CALLED 152 ACRES �z „'� y VOL. 533, PG. 541 - D.R.D.C.T. g O v • �I ��'- PL4T/DEED LINE N 0002646"E ' 599.88' S. — i V — — no � p O O O i 50' CROSSTEX NORTH -n 3 — vy // TEXAS PIPELINE, LP. PA EASEMENT AND RIGHT-OF-WAY D cn m n -0 y // DOC. NO. 2005-102321 o o C ��- Z y / O.R.D. C. T. H m / N :,t 7 m Z ~ /� N_� fl cn 'n — �1---------------- N No° aV!" tV 0 ee N01°31'41"W 608.71' �� 3 3 d m d O N n '98 m �� O m ,o u' �'m m aZO a0 cn <� 3 00o c�oF y2 pr- H m ��a H(n OHO �lo�-° m a dcNni.<. �o n 2 .� 0. T R �p ? N N O T $ O �2� co 4,+�nm m m mem M. O g V^u Oop� mZ tea° gEm 0o no��j C)1 I ^a^ N�3m Lluu y 40 G7 4J N' o g 3 o a v� y Oi�m M m m _ c O n�<'Z zCT m I aK p) .� O n DC)T. t- I O m ��3 ba off= m nm0 I 0R m --13 N� 3 7� Q m 3 3 x z0�2 I � co Z+ °�� a"' oa-i, p• :< I O o d Q o N C) g " a M< OO nn 2 Z m T� �� n -I> 3 CA VV Z 0m m ��0 0Qoo' Lnn0m 00 W v 0- H C)mco 0 0 4< m,m �a 3 d o� 0� O I Q Off' m� •�0 1> p m o myo a°^'ca3 r 11y u, �' '"n ca r N neo o�No zm *oA �Nz0 ro 3aX ei oca 43 - �a v 2 m co `� > pmo Om o o nZk z ° 0 zocnn mm M N = o F. oo-0o o�cyl n _O w IT�Zm �0 Z Z o m X Z cr) o o0z O co co z O CA a) �� Nm�� Z= G) -n 0 ;O-'Cnw I n� m -nM 2: (D X m � (0 -< O Z o<> n I z N 00000'00" n 754.80' Z- M Z x ~ tC w � '� Z CS CS oMC I O z10Zm m �z<°�W I wo °mNi-3o woo z -1 �. ,,f . sr � O a 01 r o 0 �c O ` r :y3 . ", c000 ca z n Z i% `° Z i � S 00000'00" E 754.80' O- C7�m rn •m• p.'1 o�"-ziUZ N I m N '•G ��Oo M I� N Z�