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22-2307
ORDINANCE NO. 22-2307 \AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TOEXECUTE A CONTRACT OF SALE BETWEEN THE CITY OF DENTON, AS BUYER, ANDBURCH FAMILY FARM LTD (REFERRED TO HEREIN AS “SELLER”), FOR THEPURCHASE OF APPROXIMATELY 400 ACRES OF LAND, MORE OR LESS, FOR THEPURPOSE OF THE CONSTRUCTION OF WASTE WATER TREATMENT FACILITY ANDOTHER PUBLIC USES, BEING LOCATED IN THE J. W. WITHERS SURVEY, ABSTRACTNO. 1343, 1N THE JAMES SEVERE SURVEY, ABSTRACT NO. 1164, 1N THE BBB & CRRCOMPANY SURVEY, ABSTRACT NO. 196, AND IN THE W. M. ROARK SURVEY,ABSTRACT NO. 1087, ALL LOCATED IN THE EXTRATERRITORIAL JURISDICTION AND COUNTY OF DENTON, TEXAS, FOR THE PURCHASE PRICE OF $7,000,000.00;AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the above-captioned tract, containing approximately 400 acres of land, and being more particularly described in Exhibit “A“ to the Contract of Sale (the “Contract”), attached hereto and made a part hereof for all purposes, (the “Property”) may be put to public use and benefit; and WHEREAS, Seller has agreed to sell the Property to the City of Denton (the “City”) for the purchase price of Seven Million Dollars ($7,000,000.00); and WHEREAS, the City Council hereby finds that the Contract between the City and Owner serves a municipal and public use and is in the public interest; 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 City Manager, or their designee, is authorized to: (a) execute the Contract of Sale between the City of Denton, as Buyer, and Burch Family Farm LTD, as Seller, for the purchase price of $7,000,000.00 and under the terms and conditions set forth in the attached Contract of Sale, and (b) execute any other documents necessary for closing of the transaction contemplated by theContract SECTION 3. The City Manager is further authorized to make expenditures and to carry out all duties and obligations as set forth in the Contract. SECTION 4. That to the extent the Property is being purchased wholly or partly with bond proceeds, City has obtained an independent appraisal of the Property’s market value. SECTION 5. If any section, article, paragraph, sentence, phrase, clause, or word in thisordinance, 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 fullforce and effect. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. IIe moth:=:may:iFinance was mrUMinJ?':: IW: Sand following vote U - L]: and seconded approved by the Aye \/ V‘ Vf Nay Abstain Absent Gerard Hudspeth, Mayor: Vicki Byrd, District 1 : Brian Beck. District 2: Jesse Davis. District 3 : VACANT. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: 1/ b/ PASSED AND APPROVED this the day of , 2022 /#A–GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY L\\\1111111 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: &-*"“'-''“ %%g====.=- Page 2 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 CONTRACT OF SALE STATE OF TEXAS § §COUNTY OF DENTON NOTICE YOU, AS OWNER OF THE PROPERTY (AS DEFINED BELOW), HAVE THERIGHT TO: (1) DISCUSS ANY OFFER OR AGREEMENT REGARDING THECITY OF DENTON’S ACQUISITION OF THE PROPERTY WITH OTHERS; OR(2) KEEP THE OFFER OR AGREEMENT CONFIDENTIAL, UNLESS THEOFFER OR AGREEMENT IS SUBJECT TO CHAPTER 552, GOVERNMENTCODE This Contract of Sale (the “Contract”) is made this day of , 2022, effective as of the date of execution hereof by Buyer, as defined herein (the “Effective Date”), by and between Burch Family Farm Ltd., (referred to herein collectively as “Seller”) and the City of Denton, a Texas home-rule municipal corporation (referred to herein as “Buyer”). RECITALS WHEREAS, Seller owns those certain tracts of land, in the J. W. Withers Survey, Abstract No. 1343, in the J. Severe Survey, Abstract No. 1164, in the B.B.B. & C.R.R. Company Survey, Abstract No. 196, and in the W. M. Roark Survey, Abstract No. 1087, City of Denton, Denton County, Texas, consisting of approximately 400 acres, more or less, and being more particularly described on Exhibit “A“ attached hereto and made a part hereof for all purposes, (the “Land”); WHEREAS, Seller and Buyer agree, in the event that Exhibit “A“ providing the legal description of the Land referenced above and consisting of approximately 400 acres, more or less is not available at the time of signing this Contract, they will review the legal description of the land provided on the survey which is being performed and will be confirm the legal description of the Land on or before Closing; WHEREAS, Seller and Buyer agree that they will review and approve the Special Warranty Deed, a representative sample of which is included with this Contract as Exhibit "F”, including all required exhibits which are not available at the time of signing this Contract, on or before Closing; 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 fixtures thereon and all other rights and appurtenances to the Land (collectively, the “Property”). DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 as Exhibit “E”; and (iv) the surface rights released and waived pursuant to clause (iii) hereof shall be conveyed by Seller to Buyer as of the Closing Date. Seller’s obligation to secure the surface rights release set forth in clause (iii) of this paragraph is a condition to Closing. ARTICLE IIPURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price. The Purchase Price to be paid to Seller for the Property is the sum of SEVEN MILLION and NO/100 Dollars ($7,000,000.00) (the “Purchase Price”), subject to approprlatlon. 2.02 Earnest Money. Buyer shall deposit the sum of FIFTY THOUSAND and NO/100 Dollars ($50,000.00), as “Earnest Money” (herein so called) with WFG National Title Company, 4604 Park Springs Blvd. Ste. 140, Arlington, Texas 76017, (the “Title Company”), as escrowagent, within fourteen (14) calendar days after the Effective Date hereof. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchasecontemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together 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 Additional Consideration – Privacy Agricultural Fence. A. Buyer Responsibilities. 1.Buyer shall install a privacy pipe and cable fence (“Privacy Agricultural Fence”) approximately five feet (5’) in height appropriate for agricultural purposes that iscompliant with the Municipal Code of Ordinances of the City of Denton, officially known and cited as the “Denton Development Code”, as may be amended, on the boundary line of the Property which is shared with the acreage currently owned by Richard Lee Burch recorded in Denton County Deed Records as Document No. 2012-165 and referred to as “Lot 1, Block 1 Burch Addition” (the “Richard Lee Burch Tract”) and the approximate additional three (3) acresimmediate adjacent to the Richard Lee Burch Tract which will be owned by or conveyed to Richard Lee Burch by the Seller at Closing. The Seller shall obtain the permission from Richard Lee Burch to allow Buyer to install the PrivacyAgricultural Fence on the boundary line of the property with the subject Privacy Agricultural Fence being installed on the Richard Lee Burch Tract. The above notwithstanding, the Buyer’s obligation to install the Privacy Agricultural Fence as described above and in #2 below, is expressly contingent on the Buyer failing to acquire the Richard Lee Burch Tract on or before the expiration of the Privacy Agricultural Fence construction period set forth in #2 below . 2. Buyer shall install Privacy Agricultural Fence in accordance with site plan attached as Exhibit “B” and made a part hereof. Subject to the provisions of the 3 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 2.04 Additional Consideration – Natural Gas Line. In the event Buyer’s use of the Property causes or will cause the termination or material sustained interruption of the natural gas service which is currently available to the Richard Lee Burch Tract, Buyer shall at Buyer’s cost take all reasonable steps required to continue or restore, as applicable, the referenced natural gasservice to the Richard Lee Burch Tract, including but not limited to relocating the existingnatural gas line which provides natural gas service to the Richard Lee Burch Tract. If the relocation of the existing natural gas line is required herein, such relocation shall be coordinated with Richard Lee Burch or his successors in an effort to minimize the time the natural gas service will be interrupted. The parties acknowledge and agree that the referenced natural gas line is a private line which was not recorded in the Denton County Records and that they will work together to identify the location of the referenced natural gas line and provided this information to the Title Company to be included in the Special Warranty Deed and the Title Policy ARTICLE IIITITLE AND SURVEY 3.01 Title Commitment. (a)Within twenty (20) calendar days after the Effective Date, Seller shall cause to be furnished to Buyer, at Buyer’s expense, a current Commitment for Title Insurance (the “Title Commitment”) for the Property, issued by Title Company. The Title Commitmentshall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, 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, Seller shall also cause to be delivered to Buyer, at Buyer’s sole cost and expense, true and correct copies of all instruments that create or evidence Exceptions (the “Exception Documents”), including those described in the TitleCommitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing. 3.02 Survey. Within twenty (20) calendar days after the Effective Date, Buyer has caused or will cause to be prepared at Buyer’s expense, a current on the ground survey of the Property (the “Survey”). The contents of the Survey shall be prepared by a surveyor selected by Buyer andshall include the matters prescribed by Buyer, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences, improvements, and structures of any kind, and other matters provided in items 1-4, 6a, 7a, 8, 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements. The Survey shall describe the size of the Property, in acres, and contain a metes and bounds description thereof. Seller shall furnish or cause to be furnished any affidavits, certificates, assurances, and/or resolutions as required by the Title Company in order to amend the survey exception as required by Section 3.05 below. The 5 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 (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 specific easement or use shown on the Survey, if a Permitted Exception); (C) (d) no exception will be permitted for “rights of parties in possession”, unless otherwise agreed by Buyer; and no liens will be shown on Schedule B. (e)Schedules C and D shall be deleted in their entirety; and (f) the arbitrations provision contained in the attached commitment has been deleted in its entirety; and Notwithstanding the enumeration of the stated exceptions, amendments, and/or deletions, Buyer may object to any Exception it deems material, in its sole discretion. ARTICLE IVFEASIBILITY REVIEW PERIOD 4.01 Review Period. Any term or provision of this Contract notwithstanding, the obligations of Buyer specified in this Contract are wholly conditioned on Buyer’s having determined, in Buyer’s sole and absolute discretion, during the period commencing with the Effective Date ofthis Contract and ending thirty (30) calendar days thereafter (the “Absolute Review Period“), based on such appraisals, tests, examinations, studies, investigations, and inspections of the Property the Buyer deems necessary or desirable, including but not limited to studies or inspections to determine the existence of any environmental hazards or conditions, performed atBuyer’s sole cost, that Buyer finds the Property suitable for Buyer’s purposes. Buyer is granted the right to conduct engineering studies of the Property, and to conduct a physical inspection of the Property, including inspections that invade the surface and subsurface of the Property. If Buyer determines, in its sole judgment, that the Property is not suitable, for any reason, for Buyer’s intended use or purpose, the Buyer may terminate this Contract by written notice to the Seller, as soon as reasonably practicable, but in any event prior to the expiration of the AbsoluteReview Period, in which case the Earnest Money and the interest accrued thereon will bereturned to Buyer, and neither Buyer nor Seller shall have any further duties or obligations hereunder. In the event Buyer elects to terminate this Contract pursuant to the terms of this Article IV, Section 4.01, Buyer will provide to Seller, if requested by 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. 7 DocuSign Envelope ID: D0374E6F-lOC44908-B220-70F3374D4A05 (h)Except as provided in Article 1 with respect to the Oil and Gas Lease, all Leases (asdefined in Article V, Section 5.02(a)) shall have expired or otherwise terminated prior to the Closing Date, and any and all tenants or parties occupying the Property pursuant tothe Leases shall have permanently abandoned and vacated the Property, includingwithout limitation, all personal property of any such tenants or parties, prior to the Closing Date. (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 asfollows: (a)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 completecopies of the following: (1) All lease agreements, including but not limited to the Oil and Gas Lease and any other valid and subsisting Other Mineral Lease(s), use 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 thereof) relating to the use or possession of the Property,or any part thereof, including any and all modifications, supplements, and amendments thereto (the “Leases”). (b)Prior to the Closing Date, Seller shall use reasonable efforts to work with Buyer to identify and determine the approximate size and location of any gravesites or cemeteriesknown or suspected to be located on the Property. (C)Prior to the Closing Date, Seller shall secure and file in the Denton County Real Estate records a release from Marvin C. Burch (or his estate or heirs, as applicable) and Richard Lee Burch of that certain Reserved Private Access Easement executed by City of Denton filed August 3, 2007, recorded as Instrument No. 2007-92936 of the County Clerk’s Official Records of Denton County, Texas. (d)Prior to the Closing Date, except as provided in Article 1 and Article V, Section 5.02(g), Seller shall have terminated all unexpired Leases, and Seller shall have caused the tenantsto have vacated the Property and to have removed all personal property of the tenants from the Property prior to the Closing Date. (e)From the Effective Date until the Closing Date or earlier termination of this Contract,Seller shall: (1)Not enter into any written or oral contract, lease, easement or right of way agreement, conveyance, or any other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer or the Property after the Closing Date. 9 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 store personal property at the Property that is Abandoned Property) and without paymentof consideration of any kind to Seller or by Seller. The rights and obligations set forth in this Article V, Section 5.02(i) shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). 5.02.A. Warranty; Property Condition. Buyer represents and warrants to Seller that it has made, or will make prior to Closing, an independent inspection and evaluation of the Property and acknowledges that Seller has made no statements or representations concerning the present or future value of the Property, or the condition, including the environmental condition, of the Property. Except as otherwise specifically represented and warranted by Seller in this Contract,SELLER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESSED,STATUTORY, OR IMPLIED, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICALAND ENVIRONMENTAL CONDITION OF THE PROPERTY, AND/OR MATERLALS(_'ONTANED OR LOCATED IN, ON, OR UNDER THE PROPERTY, THE NATURE OFTHE PAST OR HISTORIC USE OF THE PROPERTY, AND/OR MERCHANTABILITY OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that it has relied solely upon its independent evaluation and examination of the Property, public records relating to the Property, and the independent evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness, or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any third party. Seller assumes no liability for the accuracy, completeness, or usefulness of any material furnished by Seller, if any, and/or any other person or party. Reliance on any material so furnished is expressly disclaimed by Buyer, and shall not give rise to any cause, claim, or action against Seller. 5.03 Survival Beyond Closing. Notwithstanding anything to the contrary contained in this Contract, the representations, warranties, covenants, and agreements of Seller and Buyer contained in this Contract shall survive the Closing, and shall not, in any circumstance, be merged with the Special Warranty Deed, as described in Article VII, Section 7.02(a). ARTICLE VICONDITIONS PRECEDENT TO PERFORMANCE 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 except as otherwise provided in this Agreement or expressly waived, accepted, or agreed in writing by Buyer; 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. Buyeris not obligated to perform under this Contract unless all representations, warranties, covenants, 11 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 7.02 Items to be Delivered at the Closing. (a)Seller. At or prior to 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: (1)The Title Policy, in the form specified in Article III, Section 3.05; (2)The Special Warranty Deed, substantially in the form as attached hereto asExhibit “F” subject only to the Permitted Exceptions, if any, duly executed by Seller and acknowledged; (3)the surface rights releases set forth in clauses (iii) and (iv) of Article I; (4)All other items required pursuant to Article I and Article V, Sections 5.01(h) and 5.02(a)-(i), or otherwise necessary and appropriate to evidence satisfaction or performance of Seller’s obligations set forth in Article I and Article V, Sections5.01(h) and 5.02(a)-(i) (unless otherwise expressly waived or accepted in writing by Buyer); and (5)Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b)Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the followingitems (1)The sum required by Article II, Section 2.01, less the Earnest Money and accrued interest, in the form of a check, cashier’s check, or other immediately available funds; and (2)Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. 7.03 Adjustments at Closing. Notwithstanding anything to the contrary contained in this Contract and without limiting the general application of the provisions of Section 5.03, above, the provisions of this Article VII, Section 7.03 shall survive the Closing. The following item shall be adjusted or prorated between Seller and Buyer with respect to the Property: (a) Ad valorem taxes relating to the Property for the calendar year in which the Closing shall occur shall be prorated and Seller shall submit Seller’s portion to the Denton County Tax Assessor as of the Closing Date. Ad valorem taxes for the calendar year in which the Closing shall occur shall be tendered under Texas Tax Code Section 26. 11 . If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Seller shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or 13 DocuSign Envelope ID: D0374E6F-1 0C4-4908-B220-70F3374D4A05 Money and accrued interest; (2)Enforce specific performance of this Contract against Seller, requiring Seller to convey the Property to Buyer subject to no liens, encumbrances, exceptions, andconditions other than those shown on the Title Commitment, whereupon Buyer shall waive title objections, if any, and accept such title without reduction inPurchase Price on account of title defects; and (3)Seek other recourse or relief as may be available to Buyer at or by law, equity,contract or otherwise . 8.02 Buyer’s Default and Seller’s Remedies. (a)Buyer’s Default. Buyer is in default under this Contract if Buyer fails to deliver atClosing 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 remedy for the default, may, at Seller’s sole option, do either one of the following: (1)Terminate this Contract by written notice delivered to Buyer in which event the Seller shall be entitled to retain the Earnest Money, and Buyer shall, promptly on written request from Seller, execute and deliver any documents necessary to cause the Title Company to issue to Seller the Earnest Money; w (2)Enforce specific performance of this Contract against Buyer. ARTICLE IXMISCELLANEOUS 9.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, delivered, unless expressly provided otherwise in this Contract, by hand delivery, overnight delivery service, or by United States Mail, registered or certified, return receipt requested, postage prepaid, and shall be deemed to be delivered and received upon the earlier to occur of: (a) if provided by hand delivery or overnight delivery service, the date delivered, and (b) if provided by United States Mail, the date of deposit in a regularly maintained receptacle for the United States Mail, in each case addressed as follows: 15 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 case of eminent domain, all proceeds paid for the Property related to the eminent domain proceedings. Buyer shall have ten (10) calendar days after receipt of written notification from Seller onthe final settlement of all condemnation proceedings or insurance claims related to damage to 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 inArticle VII, above, and there shall be assigned by Seller to Buyer at Closing, in form and substance satisfactory to Buyer, 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 final settlement. 9.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed, and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute, and/or deliver, or cause to be performed, executed, and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonablynecessary 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 to take any actions that are to be, or may be, taken by Buyer under this Contract, including without limitation, adjustment of the Closing Date, are hereby delegated by Buyer, pursuant to action by the City Council of Denton, to the CityManager or Interim City Manager of Buyer, as applicable or their designee. 9.10 Contract Execution. This Contract of Sale may be executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the parties hereto may execute this 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, City of Denton holiday or Denton County holiday, then the Closing Date or the date of such performance, as the case may be, shall be thenext following regular business day. 17 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 BUYER: CITY OF DENTON BY: Sara Hensley, City Manager Executed by Buyer on the 13+ day of &2022 ATTEST: ROSA RIOS, CITY SECRETARY THIS AGREEMENT HAS BEEN BOTHREVIEWED AND APPROVED AS TOFINANCIAL AND OPERATIONAL OBLIGATIONSAND BUSINESS TERMS By : APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATrORNEY STEPHEN GAY, DIRECTOR,WATER/WASTEWATER UTILITIESDate: BY: Accepted and Acknowledged only as to Section 2.03 Agricultural Privacy Fence requirement to install the subject fencing on the adjacent real property owned by Richard Lee Burch includingthe Richard Lee Burch Tract and the additional approximate 3 acres referenced therein. c 19 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 EXHIBIT “A” toCONTRACT OF SALE Legal Description of Property 21 ::g1:Ig9; Eg= Iii F:gBilg ! !;! i g r / #/S • n'.i,i;.iI:Jrfi" / / /\=+11 :. + - ./– /F -– +B . 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F:ii (\'/ /# !! 1 S !Fi it f/\N iii!!\;\ 3:\tV I ;}'\{}aD bIal bIU =U)ulIUV) \'i )\ I /! 1 9 b! ! /II Bi '! /’!! / // L =F//I I I I + IUi fi --\! ! ! !;!!!1I,}; ! ! ii i 01 !I aa'H{{ :;:igiIii!:biR\/f: / T == 1 :: : \! ) ! \ \\ t T : : iA /\ n \ : e:CIa # #i!! !!;!!!!li ii a / 1 /// /<, { } } ; ; i ; } { i I ; 1 / I(i i !&)! ! ! i Bjg // '\\ ++ 3t.\ L[ST6aEL a {};!:;;++aC {{He!:!!!!i Iiiii!gi4jiIiiiiiii£!i iiI!IIiiI!!i Ii!iiiei1 8iiiI}i8ii!!!!i! ! it IiI;:II{ii8i3jii iIiiIIIIiXiI!!B:1!II iiiiI!i}!!.1iI!!; !iiiiIit ijIii:iiIiIIi:iI!i;I ! IiiiiIiiBIiiiI!!i !i i!i !! II !i:iI;i!IiiII!i3!} {!i! g!iiIt !iIiii! } { i i i!:! !! !I ii!1 :i: 3Ii!I ! ! ! ! ! ! ! ! aIiiii;i! !! ii!IE!ii! ! !! ii; }! ! ! ! ! i i ! ! i I ii8i i !8 !!{ } n ( e i ; i ; } i ! E ! ! i i !i i Ii ! i Iii i ! i $ i i ! DocuS ign Envelope ID: D0374E6F-lOC&490&B220-70F3374D4A05 Exhibit "Bt':$i CA !) DRIVE jb To -PASS 3- METAL FCPFND AT 499.90' 0 ®M9M@n PASS NEC OFLOT t. BLacK IAT 15.OO‘ 0.4’ bOD NAILFND. 1/2’'CIRF"COLEMAN RPLS 4001"(CM)I I ! i Uieib!: 8 I g1- gE O\I a iaZ < Fl tri9 [ 8i6a cS0a! !li3g B6a e E % aE It =Oac3on I I I ! I I i I I I LU rq+(1hiaaaa LL0 acLLIaZ ;<LLIac Hg gg :j g g 2 ggb [:C) LOT 1. BLOCK 1BURCH ADDITIONDOC. NO. 2012.165 P. R.D.C.T. cj 8 a b I t I I aJ aXde FB &B g 8a gB a:R&Cg .1/7CIRF -coJEMAN RPLS 4001-BEARS N 83'3.8’32- E O.8' jqin q11ibb LU a DENTON COUNTYCITy OF DENTON [-'-I ft MONUMENT FNDWOOD P'+ B:#hiaaatn BURCH FAMILY FARM, LTD. ' ' ‘ REMAINDER OFFIRST TRACT - CALLED 222.275 ACRES /\? DOC. NOS. 2007.1 10043 AND 2007.1 10044O.R.D.C.T. BURCH FAMILY FARM, LTDREMAINDER OFFIRST TRACT - CALLED 91.760 ACRESDOC. NOS. 2007.1 10040 AND 12007.1 10042O.R.D.C.T. -V [ gyCIRS3NPh:I=t (+) V8•CIRSTNP m rd ’S/8-C/RF"KHA- I a BR DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 EXHIBIT “C”TOCONTRACT OF SALE NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWINGINFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST INREAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLICRECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSENUMBER. TEMPORARY CONSTRUCTION GRADING & ACCESS EASEMENT STATE OF TEXAS § § § KNOW ALL MEN BY THESE PRESENTS:COUNTY OF DENTON That Burch Family Farms LTD, whose mailing address is 4478 Country Club Road, Denton, Texas 76210 (“Grantor”), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by theCity of Denton, a Texas home rule municipal corporation (“Grantee”), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged andconfessed, has GRANTED, SOLD, and CONVEYED, and by these presents does GRANT,SELL, and CONVEY, unto Grantee a temporary construction, grading and access easement being a acre tract in, along, upon, under, over and across the following described property, owned by Grantor, and situated in Denton County, Texas, located in the Survey,Abstract Number , (the “Property”), to wit: PROPERTY AREA DESCRIBED IN EXHIBIT “A“ ANDDEPICTED IN EXHIBIT “B” BOTH ATTACHED HERETO AND MADE A PART HEREOF It is agreed that the said City of Denton, Texas, in consideration of the benefits above set out, will remove from the Property above described, such fences, signage, buildings and other obstructions as may now be found upon said Property, for the purpose of construction activities, grading activities and access in, along, upon, under and across said Property. It is specifically stipulated by Grantor that the scope of the access, construction and grading activities shall include the clearing and removal of vegetation and trees that exist within the Property. The City of Denton, its agents, employees, contractors, workmen, and representatives shall have the right of ingress, egress and regress in, along, upon, under and across said Property for the purpose of construction activities or any part thereof. 24 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 EXHIBIT “D”TOCONTRACT OF SALE CITY OF DENTONTEMPORARY RIGHT OF ENTRY (NOT FOR CONSTRUCTION) STATE OF TEXAS § § § KNOW ALL BY THESE PRESENTS COUNTY OF DENTON That the City of the Denton, a Texas home-rule municipal corporation, hereinafter referred to as “Grantor”, does by these presents grant and convey to the Burch Family Farm, LLC, and Richard Lee Burch, herein after referred to as “Grantee” a temporary right of entry onto approximately 400 acres of the property described as certain tracts of land, in the J. W. Withers Survey, Abstract No. 1343, in the J. Severe Survey, Abstract No. 1164, in the B.B.B. & C.R.R. Company Survey, Abstract No. 196, and in the W. M. Roark Survey, Abstract No. 1087, City of Denton,Denton County, Texas, consisting of approximately 400 acres, more or less, and being more particularly described on Exhibit “A,”, hereinafter referred to as the “Property” and more fully depicted in Exhibit “A“ for the purpose of removing personal property. Upon execution of this agreement, Grantor will grant Grantee and its contractor’s access to the Property for the purposestated herein, for a period of 365 days, at which time the above-described temporary right of entry becomes void. The above notwithstanding however, the Grantee’s Temporary Right of Entry shall be reduced nonetheless to a period which expires no later than forty-five (45) days prior to the Grantor initiating construction on the Property. GRANTEE AGREES TO DEFEND, INDEMNIFY. AND HOLD THE CITY. ITSOFFICERS, AGENTS, AND EMPLOYEES, HARMLESS AGAINST ANY CLAIMS,LAWSUITS, JUDGMENTS, COSTS, AND EXPENSES FOR DAMAGE TO THERICHARD LEE BURCH TRACT (INCLUDING THE ADJACENT THREE ACRES OFLAND OWNED BY RICHARD LEE BURCH) OR FOR PERSONAL INJURY(INCLUDING DEATH), PROPERTY DAMAGE, OR OTHER HARM FOR WHICHRECOVERY OF DAMAGES IS SOUGHT. SUFFERED BY ANY PERSON ORPERSONS, THAT MAY RESULT FROM, ARISE OUT OF, OR BE IN CONNECTIONWITH GRANTEE’S REMOVAL OF HIS PERSONAL PROPERTY FROM THE“PROPERTY”. 26 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 EXHIBIT “E”TOCONTRACT OF SALE Partial Waiver and Release of Surface Rights. [See attached] 28 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE ORSTRIKE 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. PARTIAL WAIVER AND RELEASE OF SURFACE RIGHTS THE STATE OF TEXAS COUNTY OF DENTON THIS PARTIAL WAIVER AND RELEASE OF SURFACE RIGHTS (this "Release") is executed on the date of the notary acknowledgment set forth below to be effective as of October 17, 2022 (the “Effective Date") by BKV Barnett, LLC, a Delaware limited liability company ("Lessee") WHEREAS, by that certain Oil, Gas and Mineral Lease dated March 9, 2000 by and between Marvin C. Burch, Individually and as Life Tenant, and as Executor of the Estate of Grace Ann Burch, deceased; Richard Lee Burch, Individually and as Remainderman under the will of Grace Ann Burch, deceased, and his wife Janelle Burch, pro forma; and Nelda Grace Jeanes Hackett, a married woman dealing in her separate property, Individually and as Remainderman under the will of Grace Ann Burch, deceased, as lessors and Roger A. Soape, Inc., as lessee, recorded in Volume 4575, Page 1477, Official Public Records, Denton County, Texas (the “Oil and Gas Lease”), six tracts of land described therein (the “Tracts”) were leased for the purpose of exploring, drilling, and producing oil and gas, laying pipelines and building roads and tanks thereon to produce, save, treat, process, store and transport oil and gas and other products manufactured from oil and gas produced from lands located in Denton County, Texas; and WHEREAS, the Oil and Gas Lease permitted the lessee to utilize one four acre drill site on Tract Two, one four acre drillsite on Tract Six, and two four acre drillsites on Tract One, with one of such drillsites on Tract One being located on that portion of Tract One lying in the William Roark Survey, A-1087, and the other of such drillsites on Tract One being located on that portion of lying in the James Withers Survey, A-1343; and WHEREAS, Devon Energy Production Company, L.P. (“Devon") drilled the Marvin Burch 2H gas well (RRC #216000) on Tract Two, which has been plugged and abandoned and the pad site removed; and WHEREAS, Devon drilled the Marvin Burch 4H gas well (RRC #268761) on that portion of Tract One lying in the James Withers Survey, A-1343; and DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 the Pad Site and within the Access Road and, subject to applicable laws, any public rights-of- ways leading to the Pad Site. Notwithstanding anything herein to the contract, Lessee’s rights to use the surface of that portion of Tract One lying in the William Roark Survey, A-1087, shall be unaffected by this Release. EXECUTED BY LESSEE on the date of its notary acknowledgment below to be effective as of the Effective Date. BKV BARNETT, LLC, a Delaware limited liability company Name: Eric S. Jacob& Title: Chief Operating Officer THE STATE OF COLORADO COUNTY OF DENVER This instrument was acknowledged before me on October:a 2022 by al 5. Jac oUse/\ . Cho of BKV Barnett, LLC, a Delaware limited liability company, on behalf of said limited liability Company AWUELHSAHaaYNarARYPUBUCSIATEOFOOLORADONOTARY ID 19924012691 MY HUlawal DQP8US ALY 142088 /lbMNotiv Pu6hS'of Colorado DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 B p B a \HiFTa;Bi©M©& HR!)EV =c LEGaND LOT 1. BLOCK AHICKORY CREEK DrrENTiON ADDITIONDOC. NO. 2017491P.R.D.C.T. mTnJ=r:Il+TiA–a:====][3EaR==:nun@am 20' INGRESS£GRESS ESlfr..VOL 5400. PG. 6124 &VOL 1913. PG. 747R.P.R.D.C.T. nimHmmnnm 35' ELECTRIC ESHrTDOC. NO. 2017491 FaqaFFaiRPPaO,C,I1/21F6(CH '\::====T==FFF,T,.no_,_ PRO_C.T. [Ow®©Ta S 89'56'57- E 80161 ' a \(CH 9N>sIERxntJMtFg 20.2?, P.O.B.I#BTIRSTHe §fWMW33 iT!-:-:':I;. TI}}-’B$:ff;iIHE„ IIEiiiMEn:iTNP un= –=== =n=NPr– – mIniTNP (CH Mmm NELDA HACKrrrCALLED 3.029 ACRESVOL 5400. PG. 6124R.P.RO.C.T. '2a RIGHT.OF.WAY AND ESMr. CR1C)S: SJ%{;IIHAJIIEFI?ING 1%%DOC. ;no%3&49 '(q)$ 11EIII?J!r 1c)aU qiifgm I£t}\$ ;P }0 Bmw mIMg s.179.73 1HIME2,38Z81+78 @% C+) iBe!!!;)lnIRF'DENIm ml:5iT:T51 1.185.75NELDA HACKErrCALLED 3.506 ACRESVOL. 5400, PG. 6124 III,1.}}a BURCH FAMILY FARM, LTD.FIRST TRACT - CALLED 222.275 ACRESDOC. NOS. 2007.110043 AND2007.1 1 08440.R.D.C.T. saHIRE'rNP ACCESS ROAD roy SEPARATE INSTRUMENT)FM 1830COUNTRY CLUB ROAD (CALLED Be RIGHT4FWAY) J A &A E !II w£g§ ET Fav E1.Bearings of lines sIx>wn heroon are nferemed to Grid North ofthe Texas Ccxxdinate System of 1983 (North Central Zone 4202:NAD83 (2011)Epcxh 2010) as deny<1 laalty from RTK Netvwrkoonbnuously opemUng reference station (ceRS) via real timekinematic (RTI) survey methods. The disUrws slnwn hereonrepn38nt 8urfa08 values using a sultan adjusbn8nt factor of1.0CX)15CB30 to scale from grid to surfaoe. 4.raE P 3' MErALFCP FND,a Bi i ga 2. This Exhibit was prepared without the benefit of a current BtJeCommitment, or Encumbranoe Ros>oIL Additional easements,rightsafway and/or other matters of record may aBect this tractthat are not shown her80n.IE1; \li 1 g LOT 1, BLaCK 1BURCH ADDrnONDOC. NO. 2012.165P.R.D.C.T. ib1U 8 3,A Legal De$uiption af even date her8with accompanies thisEasement Exhibit. See Exhibit -A-. I I I I I 4 5. Not all improvements shwn herron. NAD27 cmnlinates were derived from NGS Coordinate Conversion arM Transformation Tnt (NeAT) per the NationalGwlode Survey website.PAD SITE teague naII and perkins32CXI S. Inbrshb 35& Sub 1 129Dallen, T•xu 76210940.383.4177 ph +4a383.B026h BEING 4.000 ACRES OF LAND (1 74,240 SQ. Fr.)SITUATED IN THE& C. R.R. CO. SURVEY, ABSTRACT NO. 196 &THE J.W. WITHERS SURVEY, ABSTRACT NO. 1343ciPr OF DENTON, DENTON COUNTY, TEXASBYA22432 PAGE 2 OF 2TBPEIS IIRA lo01 140 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 LOT 1. BLOCK A B B B • \&q=E+\Pd ulyEV : p /NG R:1::::: T::B?::lI: A D D n Io NVOL 5400, PG. 6f 24 & VOL 1913. PG. 747 \\ 35' ELECTRyC ESMT R.P.R.D.C.T. \\ DOC. NO. 2017891 BHHrROLL©bXaiBTx$ LEGEND CALaLATEDPOtHr 5/8• ilaN Rao scr Hrh Tammm fhM mmmmm[2THI 1/21RF DEED / PLAT LWE mE incsrbNeCULwr mMmRm rE EEF£mRD = M{T+–WAY urc NELDA HACKFrrLED 3.029 ACRESVOL. 5400. PG. 6124R.P.RD.C.T.PART dJDOC. NO. 20f 2.93849 t Af1:? 1 J JC}•ar a==eeFa , #jBM:A!!:iib!:@ySEPAM TEi&# i-':#:JN$TRUVENT) :.I I EE:a1111m L 98•cMl J \X i}b**)NELDA HACKFrrCALLED 3.508 ACRESVOL. 5400. PG. 6124R.P.R.D.C.T. 98BRS BURCH FAMILY FARM. LTD.FIRST TRACT - CALLED 2D.275 ACRESDOC. NOS. 2007.110D43 AND \R\ \t$2007-1 IO©44 S telPASS tax+ (CaAT 581.7r O.R.D.C.T. J A [jIbIIIL1 %% gt11 gT1kB : iS: PP4SV Ev 5BBRFTNP 0I 100t SCALE: 290 1 1t 400ImOr E ACCESS ROAD1.205 ACRES (5Z471 SQ. FT.)F8Ms HWYn NO8 1830 ++.J mInIUIWE 1 36:791 1mIiI1 87.}4'. 1B'MBI, iI 6 1 75.}6' 1 II 373.871 1E LINE TABLE COUNTRY GLUB ROAD SBBRS (CALLED 8a RIGbrr4F-wAY) WCIF6 ,WCIRSTNP L7 PASS 3' WrAL Fl FND. AT 488.n -rI PASS NEC OFLOT f. BLOCK IAT IS.W NOTES:I I I P.0,B.IZCRFBatmANRPLS 4001'(CU) gFagC(Ii 9g ge 1.Bearings of lirBS sIx>wn hereon are referenced to Grid North of the TexasCmrdinate System of 1983 (North Central Zone 4202: NAD83 (2011) Epoch2010) as derived Imalty from RTK Network continual sly operating reteranoestations (CORS) via real time kInematic (RTK) 8uNey methods. TIle distanasstuwn herron represent surface values usIng a surface adjustment factor al1.CXX}15CB30 to 8cale from grid to surface. Igb1; a C)LOT 1 . BLOCK 1BURCH ADDITIONDOC. NO. 2012.165P.R.D.C.T. Eg I I I I 2 This Exhitit was prepared without the benefit of a current bdo Comrnitment, or Encumbrance Report Additional easem8nts. dghtsof.way and/or othermatters of record may affect this tract that are not shown her80n.F gA Legal Do$aipbon of even date her8with accanpanies this Easement Exhibit. aSee Exhibtt W ACGESS ROAD teague naII and perkins 32CX) S. Inh?8rBr• 35E, S.ib t t 29D•nten, T•xa• 7621 O . 205 ACRES OF LAND ( 52,471 SQ. Fr.)SITUATED IN THEW. WITHERS SURVEY, ABSTRACT NO. 1343CITY OF DENTON, DENTON COUNTY, TEXASBYA22432 PAGE 2 OF 2 940.383.4177 ph 940.383.8026 hw#w+hrpinbeemTBPEIS FIRM IOOt 1 601 T:!2432\SIr-Cay Road -Burch FamIjy Mm Tr DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 hydrocarbons and shall exclude (i) water, (ii) all substances that any reasonable extraction, mining, or other exploration and/or production method, operation, process, or procedure would consume, deplete, or destroy the surface of the Property; and (iii) all substances which are at or near the surface of the Property. The intent of the parties hereto is that the meaning of the term “other minerals” as utilized herein, shall be in accordance with that set forth in Reed v. Wylie, 597 S.W.2d 743 (Tex. 1980). As used herein, the term “surface of the 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. Special Provisions: 1.This conveyance and warranties of title contained herein are expressly made subject only to the above listed reservation and to those conditions, restrictions, minerals interests, leases, covenants and easements set forth on Exhibit “B” attached hereto and incorporated herein by reference (the “Exceptions”), but only to the extent same are valid and subsisting and, in fact, affect the Property. This Special Warranty Deed is executed by Grantor and accepted by Grantee subject to existing unrecorded natural gas pipeline identified on Exhibit “C”, attached hereto, and made a part hereof. This Special Warranty Deed is presented WITHOUT ANY REPRESENTATIONOR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANYMATTERS WITH RESPECT TO THE EXISTENCE OF ANYENVIRONMENTAL LIABILITIES, RELEASE OF HAZARDOUSSUBSTANCES, OR ANY OTHER ENVIRONMENTAL CONDITION WITHRESPECT TO THE PROPERTY. 2. 3. TO HAVE AND TO HOLD the Property, subject only to the above listed reservation and to the Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee’s successors and assigns forever; and Grantor does hereby bind Grantor and Grantor’s successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee’s successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of , 2022. Burch Family Farm, Ltd. By: Burch Farm Management, LLC By:Richard Burch. President 30 DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 Exhibit “A” To Special Warranty Deed Legal Description (see attached) 32 g:; ! ! a : g tIt //.-//// --–:;+ e ! i g !iii:: / }; ! i U! ! ! ! ! It I I I -tI 11 11 lg ; i ; I! ! i;;g:aa+ h inVraH•R\\\\I;i1’IRII I; } ; r : L;!i!! !I i (ii:ii( ;};.:,}.:,LT;!!!!Jr ii>!i :::1ggOIL0=V)UlIUi i InlbInlbPIIEinIF; iii i''/=-––xr' -//IUgI !:,\,\,~>:'::iii;;'.,*\ \\I !i / mIiilbb IIE}q! ! ! !i /i;{{i.to\\!!! 4/ //f/// Ir:;gjF/ / / dr /F;ii;i:: iI i / 11 I 11 ! i \{ $!i ) / ! L /;IIj/ J I 11 11 iT If TJitIIF {II .i \/t I !!!!i i;; .I I Eg iii; !!/';„„““'’l:+E I ; i } } /HH\,&>f/\t . ‘ C//!!!!:J LX\X I *, / / (// // :'’:. \ :,it , 1 Ti!! \ I! ! !j! I \'&i;Q\ \I I=\ aa bIal hlg IUTI % /ii;Iii,'‘/ q// f-Ii { 'F ;-\ :i --\ ;;:: :A J//lil \ /'i! / ii II a ?/ii:.: II II \I il iN ::;jT::\ ! &iI bI ! i I I filitS < :\\\liI ;! !! %%; \A!!!! gI;@;g Iii:\ hi i?$ :3 ; Qa+ hi{{ iIi!!!''’\\hla iii :v/J:/-' ’ .A../ j;}{;pJal /FfA / //:ibbiIILU =Ul LULUUlI LUZ +gE a T ><;1li II / / ./)eV?/ -/' iiiig! ; Ii / / {};!::aa 1:{{ :;;liIII3ji!i!iI! !iIiidiI!}i!]ii[i}# ! ! ! ! ! ! ! iiiiiK!iiiiiiiiIIi iiI i ! IiiJIii#II iit!;iiii Iiii!i!8$iii!!li!! ! ! ii iiIiE;1i1!i8iIjiIt ! ! ! i!ii2}iii!I!i}iII ;i iiIii!!it!IIiiI!!5i ! iigii!Ei g;iiiIiBiia'!!Ii;jii ! ! ;iiiiiIii3!IiiI!I; i iiBiiii! !!ij iii: !! Iiigii;3I! !B iI! i!,ii [ i;iiIiIii :i! i ! i !8 ! i !I Ej I !i :i; ! !! j i!iitIit I i i !!& :: iiI ! !i i I ! }}}ig! ! : iI i DocuSign Envelope ID: D0374E6F-10C44908-B220-70F3374D4A05 I. An easement for Thirty (30) foot wide pipeline executed by Marvin C. Burch, Richard L. Burchand Nelda G. Hackett to Crosstex CCNG Transmission, Ltd., filed October 29, 2003, recorded as Instrument No. Volume 5549, Page 4472, of the County Clerk’s Official Records of Denton County,Texas J. An easement for Twenty (20) foot wide pipeline executed by Marvin C. Burch, Richard L. Burch and Nelda G. Hackett to Crosstex DC Gathering Company JV, filed December 3, 2004, recorded as Instrument No. 2004-155799, of the County Clerk's Official Records of Denton County, Texas. K. An easement for Reserved Private Access Easement executed by City of Denton, Texas toMarvin C. Burch, Richard Lee Burch and Nelda Grace Burch Hackett, filed August 3, 2007, recorded as Instrument No. 2007-92936, of the County Clerk’s Official Records of Denton County,Texas. # L. An easement for Twenty (20) foot wide pipeline right of way and easement executed by Burch Family Farm, Ltd. to Crosstex DC Gathering Company, J. V., filed August 23, 2012, recorded as Instrument No. 2012-93849, of the County Clerk’s Official Records of Denton County, Texas. M. An easement for Electric Utility and Communication Easement executed by Burch Family Farm,Ltd. to City of Denton, Texas, filed October 24, 2014, recorded as Instrument No. 2014-108640, of the County Clerk's Official Records of Denton County, Texas. N. An easement for Ingress and Egress Easement executed by Burch Family Farm, Ltd. to City of Denton, Texas, filed October 24, 2014, recorded as Instrument No. 2014-108641, Temporary Const/Access easement filed 2014-108642 of the County Clerk's Official Records of Denton County,Texas O. An easement for Sanitary Sewer executed by Burch Family Farm, Ltd. to City of Denton, Texas, filed November 6, 2019, recorded as Instrument No. 2019- 141859 and 2019-141860, of the County Clerk's Official Records of Denton County, Texas. P. An easement for Temporary Construction Easement executed by Burch Family Farm, Ltd. to Cityof Denton, Texas, filed November 6, 2019, recorded as Instrument No. 2019-141861 and 2019- 141862, of the County Clerk's Official Records of Denton County, Texas. Q. The Memorandum of Agreement between Burch Family Farm, Ltd. and Zena Land Development LP providing an easement for one or more utility connections for a utility easement filed May 4, 2021, recorded as Instrument Number 80709 of the County Clerk’s Official Records of Denton, County, Texas 8 This easement will be treated as an “Exception“ only with respect to Nelda Grace BurchHackett 34