2006-352ORDINANCE NO. 2006- ,��
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A REAL ESTATE
EXCHANGE AND PURCHASE AGREEMENT BY THE CITY OF DENTON, TEXAS WITH
WESTPARK GROUP, LP, AND BC RAIL SPUR LP AND RAYZOR INVESTMENTS, LTD
FOR THE CITY'S FEE ACQUISITION OF 6.889 ACRES OF LAND IN ABSTRACTS NO.
1040 AND 1285; FOR THE FEE ACQUISITION OF A 0.8163 ACRE TRACT OF LAND IN
ABSTRACT NO. 996; FOR THE ACQUISITION OF A CITY ACCESS EASEMENT OF
3.874 ACRES OF LAND IN ABSTRACT NO. 1040; FOR THE ACQUISITION OF
ELECTRIC UTILITY EASEMENTS TOTALING 15.11 ACRES OF LAND IN ABSTRACTS
NO. 996, 1040, AND 1285; THE ACQUISITION OF TEMPORARY CONSTRUCTION
EASEMENTS TOTALING 11.001 ACRES OF LAND IN ABSTRACTS NO. 996, 1040, AND
] 285, FOR THE ACQUISITION OF A STREET RIGHT-OF-WAY DONATION DEED FOR A
.638 ACRE TRACT OF LAND IN ABSTRACT NO. 1040; THE FEE D[SPOSAL BY THE
CITY OF DENTON OF TRACTS OF LAND TOTALING 3.245 ACRES IN ABSTRACT NO.
996; IN WHICH REAL ESTATE AND PURCHASE AGREEMENT WHEREIN BC RAIL
SPUR, LP GRANTS TO THE CITY OF DENTON A NON-EXCLUSNE RAIL SPUR USAGE
RIGHT TO USE THE EXISTING RAILROAD SPUR FOR THE FUTURE CONSIDERATION
THEREIN EXPRESSED, THAT IS NORTH OF AI�'D ADJACENT TO THE 6.889 ACRE
TRACT OF LAND SITUATED IN ABSTRACTS NO. 1040 AND 1285; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE
(THE DENTON WEST ELECTRIC UTILITY PROJECT).
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager is hereby authorized to execute a"Real Estate
Exchange and Purchase Agreement" with Westpark Group, LP and BC Rail Spur, LP, and
Rayzor Investments, Ltd. in the form of the agreement which is attached hereto and made part of
the ordinance for all purposes regarding the Denton West Electric Utility Project.
SECTION 2. The City Manager or his designee is hereby authorized to make the
expenditures in the amount of the total purchase price of $298,734 to Westpark Group, LP, BC
Rail Spur LP and Rayzor Investments, Ltd., plus the applicable closing costs, all as stipulated in
the Agreement attached hereto.
SECTION 3. By inadvertent error, Rayzor Investments, Ltd., one of the Sellers was not
specifically identiFied as an original party to the Real Estate Exchange and Purchase Agreement
that was approved by Council in Ordinance 2006-048, heretofore approved on February 7, 2006.
This Ordinance serves in lieu of and as a conection of Ordinance 2006-048 and supersedes it in
its entirety and is necessary to correctly reflect the names of all three Sellers.
SECTION 4. This ordinance is effective and retroactively approved and ratified as of
the prior approval date of Ordinance 2006-048, being February 7, 2006.
PASSED AND APPROVED this the ��h day of "�(�� M' �� � > 2006.
UC� �
PERR . MCNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
; �/ � /i �/
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
By:
REAL ESTATE EXCHANGE ANn PURCHASE AGREEMENT
THIS REAL ESTATE EXCHANGE AND PURCHASE AGREEMENT ("Agreement") is
made and entered into as of the Effective Date (as hereinafter defined) between WESTPARK
GROUP, LP, ("WESTPARK), a Texas limited partnership, BC RAIL SPUR L.P., a Texas limited
partnership ("BC RAIL SPUR"), RAYZOR INVESTMENTS, LTD, a Texas limited partnership,
(RAYZOR) and the CITY OF DENTON, a Texas home rule municipal corporation ("CITY"), upon
the terms and conditions specified herein.
Section 1. A�reement to Exchan�e and Purchase. In consideration of the mutual covenants
and promises contained herein, the CITY, BC RAIL SPUR, RAYZOR and WESTPARK, hereby
agree to make the following exchange and purchase of real property interests(see KEY MAP,
attached as "Exhibit A", for illustrative purposes):
1.1 WESTPARK to CITY. At Closing as hereinafter defined, WESTPARK shall:
1.1.1 Convey to the CITY by special warranty deed that certain tract or parcel of
land containing approximately 6.889 acres of land as more particularly described in
Attachment 1-A, attached hereto, and made a part hereof by reference, together with
improvements thereon, appurtenances thereto, and all of WESTPARK's rights and
interest, if any, in and to all roads, streets, alleys and easements belonging or
appurtenant thereto (the "WESTPARK Electric Substation Tract"); provided,
however, that WESTPARK shall reserve and retain all subsurface mineral rights of
every kind and nature, subject to the prohibition to enter upon the surface of
WESTPARK Tract for the purpose of mining, drilling or extracting the WESTPARK
Reserved Resources as more particularly set forth in the deed attached hereto as
Attachment 1-A ("WESTPARK Reserved Resources"). WESTPARK hereby
acknowledges that the conveyance of the WESTPARK Electric Substation Tract
constitutes a subdivision of land and WESTPARK will collaborate with CITY to
effect a Conveyance Plat as required for the conveyance of this tract.
1.1.2 Grant to the CITY Access Easement containing approximately 3.874 acres of
land as more particularly described in Attachment 1-B, attached hereto, and made a
part hereof by reference (the "WESTPARK Electric Substation Access Easement
Tract").
1.1.3 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 4.058 acre Electric Utility Easement as more particularly described in
Attachment 1-C, attached hereto and made a part hereof by reference ("WESTPARK
Electric Easement 1 ").
1.1.4 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 3.746 acre Electric Utility Easement as more particularly described in
Attachment 1-D, attached hereto and made a part hereof by reference ("WESTPARK
Electric Easement 2").
Page 1 of 39
1.1.5 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 4.827 acre Temporary Construction Easement as more particularly
described in Attachment 1-E, attached hereto, and made a part hereof by reference
("WESTPARK Temporary Construction Easement 1 ").
1.1.6 Convey to the CITY by street right-of-way donation deed that certain tract or
parcel of land containing approximately 0.638 acre of land as more particularly
described in Attachment 1-F, ("WESTPARK Precision ROW"), attached hereto, and
made a part hereof by reference, together with improvements thereon, appurtenances
thereto, and all of WESTPARK's rights and interest, if any, in and to all roads,
streets, alleys and easements belonging or appurtenant thereto. The Reserved
Resources shall be reserved in the deed as set forth in Attachment 1-F.
1.1.7 All the real property interests conveyed by WESTPARK to the CITY are
hereinafter referred to as "Westpark Real Property Interests to CITY".
1.2 BC RAIL SPUR to CITY . At Closing as hereinafter defined, BC RAIL SPUR shall:
1.2.1 Grant the CITY non-exclusive Rail Spur Usage Rights, being more
particularly described in Attachment 2-A (BC Rail Spur Usage Rights), attached
hereto, and made part of by reference, with a specific right to use the existing railroad
spur (the "SPUR") that currently serves the Tetra Pak corporation's property, that is
situated south of and adjacent to the Electric Substation Tract. The initial usages of
the SPUR by the CITY shall be at no cost to the CITY, but shall be limited in scope
solely to activities involving completion, construction and establishment of the
proposed Electric Substation Facility. After the initial establishment of the Electric
Substation Facility each subsequent SPUR usage event by the CITY shall require a
separate periodic SPUR usage fee tendered to BC RAIL SPUR, the terms of which is
detailed and further defined within the body of the Rail Spur Usage Rights agreement
referenced herein.
1.3 RAYZOR to CITY . At Closing as hereinafter defined, RAYZOR shall:
1.3.1 Grant to the CITY free and clear of all liens and encumbrances, an Electric
Utility Easement totaling approximately 7.08 acres in tracts made up of 3.350 acres,
0.934 acres, 0.143 acre and 2.653 acres, as more particularly described in Attachment
3-A, attached hereto and made a part hereof by reference ("RAYZOR Electric
Easement 1 ").
1.3.2 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 0.226 acre Electric Utility Easement as more particularly described in
Attachment 3-B, attached hereto and made a part hereof by reference ("RAYZOR
Electric Easement 2").
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1.3.3 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 0.325 acre Temporary Construction Easement as more particularly
described in Attachment 3-C, attached hereto, and made a part hereof by reference
("R.AYZOR Temporary Construction Easement 1 ").
1.3.4 Grant to the CITY free and clear of all liens and encumbrances, an
approximate 5.848 acre Temporary Construction Easement as more particularly
described in Attachment 3-D, attached hereto, and made a part hereof by reference
("RAYZOR Temporary Construction Easement 2").
1.3.5 Convey to the CITY by special warranty deed that certain tract or parcel of
land containing approximately 0.8163 acres of land as more particularly described in
Attachment 3-E, attached hereto, and made a part hereof by reference, together with
improvements thereon, appurtenances thereto, and all of RAYZOR's rights and
interest, if any, in and to all roads, streets, alleys and easements belonging or
appurtenant thereto ("RAYZOR 0.8163 Acre Tract"). Minerals will be conveyed
with the R.AYZOR 0.8163 Acre Tract subj ect to the provisions contained in the deed
attached in Attachment 3-E.
1.3.6 All the real property interests conveyed by RAYZOR to the CITY are
hereinafter referred to as "RAYZOR Real Property Interests to CITY".
1.3 CITY to RAYZOR At Closing as hereinafter defined, CITY shall:
1.3.1 Convey to RAYZOR by special warranty deed that certain tract or parcel of
land containing approximately 2.930 acres of land as more particularly described in
Attachment 4-A, attached hereto, and made a part hereof by reference, together with
improvements thereon and appurtenances thereto (the "CITY Armory West 2.930
Acre Tract").
1.3.2 Convey to RAYZOR by special warranty deed that certain tract or parcel of
land containing approximately 0.315 acre of land as more particularly described in
Attachment 4-B, attached hereto and made a part hereof by reference, together with
improvements thereon and appurtenances thereto (the "CITY Old Prairie West 0.315
Acre Tract").
Section 2. Consideration.
2.1 WESTPARK Purchase by CITY:. The sole consideration to WESTPARK for the
conveyance of the Electric Substation Tract to the CITY and the granting of the WESTPARK
Electric Substation Access Easement Tract, WESTPARK Electric Easement 1, and WESTPARK
Electric Easement 2, WESTPARK Temporary Construction Easement 1, WESTPARK Precision
ROW, all to the CITY(hereinafter collectively called the "WESTPARK Real Property Interests to
CITY"), is the sum of $221,784.00 to be paid to WESTPARK by the CITY (the "WESTPARK Cash
Payment").
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2.2 Exchange and Purchase — RAYZOR and CITY: The sole consideration to RAYZOR
for the granting of RAYZOR Electric Easement 1, and RAYZOR Electric Easement 2, RAYZOR
Temporary Construction Easement 1, and RAYZOR Temporary Construction Easement 2, and the
conveyance of the RAYZOR 0.8163 Acre Tract, all to the CITY (hereinafter collectively called the
"RAYZOR Real Property Interests to CITY"), is the sum of $76,940.00 to be paid to RAYZOR by
the CITY (the "RAYZOR Cash Payment") and the conveyance by the CITY to RAYZOR of the
CITY Armory West 2.930 Acre Tract and the CITY Old Prairie West 0.315 Acre Tract. The sole
consideration to the CITY for the conveyance of the CITY Armory West 2.930 Acre Tract and the
CITY Old Prairie West 0.315 Acre Tract to RAYZOR(hereinafter collectively called the "CITY Real
Property Interests to RAYZOR") and the RAYZOR Cash Payment are the granting of RAYZOR
Electric Easement 1, and RAYZOR Electric Easement 2, RAYZOR Temporary Construction
Easement 1, and RAYZOR Temporary Construction Easement 2, and the conveyance of the
RAYZOR 0.8163 Acre Tract. RAYZOR and the CITY acknowledge and agree that this is adequate
consideration for the interests being conveyed and granted under this Agreement.
2.3 Rail Spur Usage Rights Purchase. The sole consideration to BC R.AIL SPUR for
the conveyance of the Rail Spur Usage Rights to the CITY shall be the sum of $10.00 and other
good and valuable consideration to be paid to BC RAIL SPUR by the CITY (the "BC RAIL SPUR
Cash Payment") and the rail spur usage fees contemplated under the Rail Spur Usa��
a�reement in Attachment 2-A.
2.4 Payment of Cash Payments. The Cash Payments shall be payable in Readily
Available Funds (as hereinafter defined) at the Closing.
Section 3. Title Commitment and Submission Materials.
3.1 WESTPARK Title Commitment, Survey and Materials. Within 30 days after the
Effective Date, WESTPARK, shall deliver or cause to be delivered to CITY the following:
3.1.1 Title Commitment. Owner's Commitment for Title Insurance
("WESTPARK Title Commitment") issued by Title Company (as hereinafter defined), which
Title Commitment shall set forth the status of the title of the WESTPARK Real Property
Interests to CITY and shall show all easements, restrictions, claims, rights-of-way,
encroachments and other encumbrances and other matters, if any, affecting the WESTPARK
Real Property Interests to CITY ("WESTPARK Encumbrances"); and
3.1.2 Survey. Within 30 days after the Effective Date, WESTPARK, at CITY's
sole cost and expense, shall deliver to CITY current surveys ("WESTPARK Survey")
consisting of a plats and field notes describing the WESTPARK Real Property Interests to
CITY. The WESTPARK Survey shall be prepared pursuant to an on-the-ground staked
survey performed by a registered public surveyor or engineer selected by CITY. The
WESTPARK Survey shall (i) reflect the actual dimensions of and the total number of gross
acres of land within the WESTPARK Real Property Interests to CITY tracts, (ii) identify any
Encumbrances by applicable recording reference and identify any areas in a flood prone or
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flood hazard area and (iii) include the surveyor's registered number and seal, the date of the
WESTPARK Survey and narrative certificate reasonably acceptable to WESTPARK and
CITY.
3.1.3 Documents. A legible copy of all documents referred to in the WESTPARK
Title Commitment, including but not limited to plats, reservations, restrictions and
easements.
3.2 RAYZOR Title Commitment, Survey and Materials. Within 30 days after the
Effective Date, RAYZOR shall deliver or cause to be delivered to CITY the following:
3.2.1 Title Commitment. Owner's Commitment for Title Insurance ("RAYZOR
Title Commitment") issued by Title Company (as hereinafter defined), which Title
Commitment shall set forth the status of the title of the RAYZOR Real Property Interests to
CITY and shall show all easements, restrictions, claims, rights-of-way, encroachments and
other encumbrances and other matters, if any, affecting the RAYZOR Real Property Interests
to CITY ("RAYZOR Encumbrances"); and
3.2.2 Survey. Within 30 days after the Effective Date, RAYZOR, at CITY's sole
cost and expense, shall deliver to CITY current surveys ("R.AYZOR Survey") consisting of a
plats and field notes describing the RAYZOR Real Property Interests to CITY. The
RAYZOR Survey shall be prepared pursuant to an on-the-ground staked survey performed by
a registered public surveyor or engineer selected by CITY. The RAYZOR Survey shall (i)
reflect the actual dimensions of and the total number of gross acres of land within the
RAYZOR Real Property Interests to CITY tracts, (ii) identify any Encumbrances by
applicable recording reference and identify any areas in a flood prone or flood hazard area
and (iii) include the surveyor's registered number and seal, the date of the RAYZOR Survey
and narrative certificate reasonably acceptable to RAYZOR and CITY.
3.2.3 Documents. A legible copy of all documents referred to in the RAYZOR
Title Commitment, including but not limited to plats, reservations, restrictions and
easements.
3.3 CITY Title Commitment, Survey and Materials. Within 30 days after the
Effective Date, CITYshall deliver or cause to be delivered to RAYZOR the following:
3.3.1 Title Commitment. Owner's Commitment for Title Insurance ("CITY Title
Commitment") issued by Title Company, which Title Commitment shall set forth the status
of the title of the CITY Real Property Interests to RAYZOR and shall show all easements,
restrictions, claims, rights-of-way, encroachments and other encumbrances and other matters,
if any, affecting the CITY Real Property Interests to RAYZOR ("CITY Encumbrances"); and
3.3.2 Survev. Within 30 days after the Effective Date, CITY at CITY's sole cost
and expense, shall deliver to RAYZOR surveys ("CITY Survey") consisting of a plats and
field notes describing the CITY Real Property Interests to RAYZOR. The CITY Survey shall
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be prepared pursuant to an on-the-ground staked survey performed by a registered public
surveyor or engineer selected by CITY. The CITY Survey shall (i) reflect the actual
dimensions of and the total number of gross acres of land within the CITY Real Property
Interests to RAYZOR tracts, (ii) identify any Encumbrances by applicable recording
reference and identify any areas in a flood prone or flood hazard area and (iii) include the
surveyor's registered number and seal, the date of the CITY Survey and narrative certificate
reasonably acceptable to RAYZOR and CITY.
3.3.3 Documents. A legible copy of all documents referred to in the CITY Title
Commitment, including but not limited to plats, reservations, restrictions and easements.
3.4 Permitted Encumbrances-WESTPARK Real Property Interests to CITY. CITY
and WESTPARK may evaluate the status of title as reflected in the WESTPARK Title Commitment
and WESTPARK Survey. Neither the CITY or WESTPARK shall have any obligation to cure any
title matters or issues disclosed in the Title Commitments and Surveys ("WESTPARK Title
Matters"), but may do so, if they so choose. However, either the CITY or WESTPARK may elect to
terminate this Agreement up to the date of Closing should either object to any WESTPARK Title
Matter(s) that have not been cured to such party's satisfaction. The term "Permitted Encumbrances"
as used herein shall mean the Encumbrances affecting the real property interests as shown in the
WESTPARK Title Commitments and WESTPARK Surveys, together with all municipal and other
governmental zoning laws, regulations and ordinances, if any, affecting the real property interests
being conveyed and granted under this Agreement.
3.5 Permitted Encumbrances- RAYZOR Real Property Interests to CITY. CITY
and RAYZOR may evaluate the status of title as reflected in the RAYZOR Title Commitment and
RAYZOR Survey. Neither the CITY or RAYZOR shall have any obligation to cure any title matters
or issues disclosed in the Title Commitments and Surveys ("RAYZOR Title Matters"), but may do
so, if they so choose. However, either the CITY or RAYZOR may elect to terminate this Agreement
up to the date of Closing should either object to any RAYZOR Title Matter(s) that have not been
cured to such party's satisfaction. The term "Permitted Encumbrances" as used herein shall mean the
Encumbrances affecting the real property interests as shown in the RAYZOR Title Commitments
and RAYZOR Surveys, together with all municipal and other governmental zoning laws, regulations
and ordinances, if any, affecting the real property interests being conveyed and granted under this
Agreement.
3.6 Permitted Encumbrances- CITY Real Property Interests to RAYZOR. CITY
and RAYZOR may evaluate the status of title as reflected in the CITY Title Commitment and CITY
Survey. Neither the CITY or RAYZOR shall have any obligation to cure any title matters or issues
disclosed in the Title Commitments and Surveys ("CITY Title Matters"), but may do so, if they so
choose. However, either the CITY or RAYZOR may elect to terminate this Agreement up to the
date of Closing should either object to any CITY Title Matter(s) that have not been cured to such
party's satisfaction. The term "Permitted Encumbrances" as used herein shall mean the
Encumbrances affecting the real property interests as shown in the CITY Title Commitments and
CITY Surveys, together with all municipal and other governmental zoning laws, regulations and
ordinances, if any, affecting the real property interests being conveyed and granted under this
Agreement.
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Section 4. Closin� Matters.
4.1 Closing Date. The Closing ("Closing") of the sale of this Agreement shall occur in
and through the office of Republic Title of Fort Worth (the "Title Company") at the address set forth
in Section 12.5 below, with Title Company acting as escrow agent, on the date which is ninety (90)
days after the Effective Date, unless WESTPARK, RAYZOR and CITY mutually agree to an earlier
or later date ("Closing Date").
4.2 Concurrent Conditions at Closing. At the Closing, all of the following shall occur,
all of which shall be deemed concurrent conditions:
4.2.1 WESTPARK Deliveries. WESTPARK, shall deliver or cause to be delivered to
Title Company, as escrow agent, for the immediate disbursement and delivery by the Title Company
as hereinafter set forth, the following:
a. A Special Warranty Deed ("WESTPARK Electric Substation Tract"),
in form and substance identical to that attached hereto as Attachment 1-A, fully
executed and acknowledged by WESTPARK, conveying to CITY indefeasible fee
simple title to the WESTPARK Electric Substation Tract, subject to the Permitted
Encumbrances and the WESTPARK Reserved Resources.
b. The WESTPARK Electric Substation Access Easement in form and
substance identical to that attached hereto as Attachment 1-B, fully executed and
acknowledged by WESTPARK, granting the WESTPARK Electric Substation
Access Easement Tract to CITY, subject to the Permitted Encumbrances.
c. The WESTPARK Electric Easements, in form and substance identical
to that attached hereto as Attachment 1-C and Attachment 1-D, fully executed and
acknowledged by WESTPARK, granting the WESTPARK Electric Easements to
CITY, subject to the Permitted Encumbrances.
e. The WESTPARK Temporary Construction Easement, in form and
substance identical to that attached hereto as Attachment 1-E, fully executed and
acknowledged by WESTPARK, granting the WESTPARK Temporary Construction
Easement to CITY, subject to the Permitted Encumbrances.
£ The WESTPARK PRECISION ROW deed, in form and substance
identical to that attached hereto as Attachment 1-F, fully executed and acknowledged
by WESTPARK, granting the WESTPARK ROW deed to CITY, subject to the
Permitted Encumbrances.
g. Affidavit ("Affidavit") that WESTPARK is not "foreign persons" as
defined in Section 1445 of the Internal Revenue Code of 1986, as amended.
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h. The Settlement Statement (as hereinafter defined) prepared by the
Title Company for execution by WESTPARK, fully executed by WESTPARK.
i. Evidence reasonably satisfactory to CITY and the Title Company that
WESTPARK(and the person or persons executing the closing documents on behalf of WESTPARK)
have the full right, power, and authority to perform this Agreement and complete the Closing
hereunder.
4.2.2 BC Rail Spur Deliveries. BC RAIL SPUR shall deliver or cause to be delivered to
Title Company, as escrow agent, for the immediate disbursement and delivery by the Title Company
as hereinafter set forth, the following:
a. The BC RAIL SPUR Usage Rights agreement, in form and substance
identical to that attached hereto as Attachment 2-A, fully executed and acknowledged
by BC RAIL SPUR, granting the BC RAIL SPUR Usage Rights to CITY, subject to
the Permitted Encumbrances.
4.2.3 RAYZOR Deliveries. RAYZOR shall deliver or cause to be delivered to Title
Company, as escrow agent, for the immediate disbursement and delivery by the Title Company as
hereinafter set forth, the following:
a. The RAYZOR Electric Easements, in form and substance identical to
that attached hereto as Attachment 3-A and Attachment 3-B, fully executed and
acknowledged by RAYZOR, granting the RAYZOR Electric Easements to CITY,
subject to the Permitted Encumbrances.
b. The RAYZOR Temporary Construction Easements, in form and
substance identical to that attached hereto as Attachment 3-C and Attachment 3-D,
fully executed and acknowledged by RAYZOR, granting the RAYZOR Electric
Easements to CITY, subject to the Permitted Encumbrances.
c. A Special Warranty Deed ("RAYZOR 0.8163 Acre Tract "), in form
and substance identical to that attached hereto as Attachment 3-E, fully executed and
acknowledged by RAYZOR, conveying to CITY indefeasible fee simple title to the
RAYZOR 0.8163 Acre Tract, subject to the Permitted Encumbrances.
d. Affidavit ("Affidavit") that RAYZOR is not "foreign persons" as
defined in Section 1445 of the Internal Revenue Code of 1986, as amended.
e. The Settlement Statement (as hereinafter defined) prepared by the
Title Company for execution by RAYZOR, fully executed by RAYZOR.
£ Evidence reasonably satisfactory to CITY and the Title Company that
R.AYZOR (and the person or persons executing the closing documents on behalf of
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RAYZOR) have the full right, power, and authority to perform this Agreement and
complete the Closing hereunder.
4.2.4 CITY Deliveries. CITY shall deliver or cause to be delivered to Title
Company, as escrow agent, for the immediate disbursement and delivery by the Title
Company as hereinafter set forth, the following:
a. A Special Warranty Deed ("CITY Armory West 2.930 Acre Tract "),
in form and substance identical to that attached hereto as Attachment 4-A, fully
executed and acknowledged by CITY, conveying to RAYZOR indefeasible fee
simple title to CITY Armory West 2.930 Acre Tract, subject to the Permitted
Encumbrances.
b. A Special Warranty Deed ("CITY Old Prairie West 0.315 Acre
Tract"), in form and substance identical to that attached hereto as Attachment 4-B,
fully executed and acknowledged by CITY, conveying to RAYZOR indefeasible fee
simple title to CITY Old Prairie West 0.315 Acre Tract, subject to the Permitted
Encumbrances.
c. Immediately available funds in the form of a federal wire transfer,
certified or cashier's check, or such other means of funding acceptable to the Title
Company so as to constitute readily available funds for immediate disbursement by
Title Company ("Readily Available Funds") in an amount equal to the WESTPARK
Cash Payment net of CITY's share of the closing costs as shown on the
WESTPARK/CITY Settlement Statement.
d. Immediately available funds in the form of a federal wire transfer,
certified or cashier's check, or such other means of funding acceptable to the Title
Company so as to constitute readily available funds for immediate disbursement by
Title Company ("Readily Available Funds") in an amount equal to the BC RAIL
SPUR Cash Payment net of CITY's share of the closing costs as shown on the BC
RAIL SPUR/CITY Settlement Statement.
e. Immediately available funds in the form of a federal wire transfer,
certified or cashier's check, or such other means of funding acceptable to the Title
Company so as to constitute readily available funds for immediate disbursement by
Title Company ("Readily Available Funds") in an amount equal to the RAYZOR
Cash Payment net of CITY's share of the closing costs as shown on the
RAYZOR/CITY Settlement Statement.
f. The Settlement Statements prepared by the Title Company for
execution by CITY, fully executed by CITY.
g, Evidence reasonably satisfactory to WESTPARK, BC RAIL SPUR
and RAYZOR and the Title Company that CITY (and the person executing the
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closing documents on behalf of CITY) has the full right, power, and authority to
perform this Agreement and complete the Closing hereunder.
4.2.5 Settlement Statements. At Closing, Title Company shall prepare for
execution by each party a Settlement Statement ("Settlement Statement(s)") which shall
reflect and show: (i) the CITY's Cash Payments, (ii) the payoff of any liens against the
property interests being conveyed or granted, (iii) the allocation of costs between the parties
as provided herein and other prorations, credits, payments and other adjustments provided for
herein, (iv) the resulting overall funding and disbursement of cash funds necessary to close
the transactions, the net funds due from CITY ("Net Funds Due from CITY"), the net funds
due to/from WESTPARK ("Net Funds Due to/from WESTPARK"), the net funds due
to/from BC RAIL SPUR ("Net Funds Due to/from BC RAIL SPUR") and the net funds due
to/from RAYZOR ("Net Funds Due to/from RAYZOR").
4.2.6 Issuance of Owner Policies. CITY and RAYZOR may elect at their sole cost
and expense, for the property interests being conveyed and/or granted to them, to have the
Title Company issue an Owner Policy of Title Insurance (or a binding commitment to so
issue with the actual title policy to be delivered within a reasonable period of time after the
Closing) ("Owner Policy") in the amount to be determined by the grantee, insuring that, after
the completion of the Closing, the grantee is the owner of indefeasible fee simple title to the
property being conveyed to them and to the easements being granted to them, subj ect only to
the Permitted Encumbrances and the standard printed exclusions and exceptions included in
a Texas Standard Form Owner Policy of Title Insurance.
4.3 Closing of Escrow. Upon satisfaction and delivery of all of the matters described in
Section 4.2 above, Title Company shall act as escrow agent in closing the transaction hereunder and
shall:
4.3.1 Recordation. Title Company shall record the following documents
("Recorded Documents") in the Real Property Records of Denton County, Texas with
instructions for the recorder to return the original executed and recorded original of each
document to the party specified below:
�.. � .......................�.
...................� �. ___
...................�_.........._ After R.................���.m. �._
ecording
Document Return To
WESTPARK Electric Substation deed CITY
WESTPARK Electric Substation Access Easement deed CITY
WESTPARK Electric Easement 1 deed CITY
WESTPARK Electric Easement 2 deed CITY
WESTPARK Temporary Construction Easement 1 deed CITY
WESTPARK Precision ROW deed CITY
BC RAIL SPUR Usage Rights Agreement CITY
Page 10 of 39
CITY Armory West 2.930 Acre Tract deed RAYZOR
CITY Old Prairie West 0.315 Acre Tract deed RAYZOR
RAYZOR Electric Easement 1 deed � CITY
RAYZOR Electric Easement 2 deed CITY
RAYZOR Temporary Construction Easement 1 deed CITY
RAYZOR Temporary Construction Easement 1 deed CITY
RAYZOR 0.8163 Acre Tract deed CITY
4.3.2 Recordation Sequence. Title Company shall record the Recorded
Documents in the following order:
� m.. �.. ..�...... .... _� _�... . _�...�...�.
Order of
Document Recordation
WESTPARK Electric Substation deed lst
WESTPARK Electric Substation Access Easement deed 2°d
WESTPARK Electric Easement 1 deed 3ra
WESTPARK Electric Easement 2 deed 4tn
WESTPARK Temporary Construction Easement 1 deed Stn
WESTPARK Precision ROW deed 6tn
BC RAIL SPUR Usage Rights Agreement 7tn
CITY Armory West 2.930 Acre Tract deed 8tn
CITY Old Prairie West 0.315 Acre Tract deed 9tn
RAYZOR Electric Easement 1 deed lOtn
� RAYZOR Electric Easement 2 deed 11 tn
RAYZOR Temporary Construction Easement 1 deed 12tn
RAYZOR Temporary Construction Easement 1 deed 13tn
RAYZOR 0.8163 Acre Tract deed 14`n
4.3.3 Execution of Settlement Statements bv Title Company. Title Company
shall execute and deliver to each party a Settlement Statement setting forth the net amount to
or from each party.
Page 11 of 39
4.3.4 Deliveries to CITY. Title Company shall deliver the following documents
to CITY:
a. original Affidavit
b. file-stamped copy of each and every Recorded Document
c. copies of all other closing documents
4.3.5 Deliveries to RAYZOR. Title Company shall deliver the following
documents to RAYZOR:
a. iile-stamped copy of each every Recorded Document
b. copies of all other closing documents
4.3.6 Deliveries to BC RAIL SPUR. Title Company shall deliver the following
documents to BC RAIL SPUR:
a. file-stamped copy of each every Recorded Document
b. copies of all other closing documents
4.3.7 Deliveries to WESTPARK. Title Company shall deliver the following
documents to WESTPARK:
a.
I�!
file-stamped copy of each every Recorded Document
copies of all other closing documents
4.3.8 Disbursement of Funds. Title Company shall receive and disburse funds in
accordance with the Settlement Statement(s) and deliver to RAYZOR the Net Funds Due to
RAYZOR as reflected in the Settlement Statement(s). Title Company shall receive and
disburse funds in accordance with the Settlement Statement(s) and deliver to BC RAIL
SPUR the Net Funds Due to BC RAIL SPUR as reflected in the Settlement Statement(s).
Title Company shall receive and disburse funds in accordance with the Settlement
Statement(s) and deliver to WESTPARK the Net Funds Due to WESTPARK as reflected in
the Settlement Statement(s).
4.4 Allocation of Closing Costs. Closing costs shall be allocated as follows:
4.4.1 WESTPARK Costs. WESTPARK shall pay:
a. its own attorneys' fees.
Page 12 of 39
4.4.2 RAYZOR Costs. RAYZOR shall pay;
a. its own attorneys' fees, and
b. the cost for any premiums for title policies for CITY Real Property
Interests to RAYZOR.
4.4.3 CITY Costs. CITY shall pay:
a. its own attorneys' fees,
b. the escrow fees charged by Title Company,
c. the cost to record all the instruments stipulated in the Agreement herein,
d. the cost for any premiums for title policies for WESTPARK Real
Property Interests to CITY, and
e. the cost for any premiums for title policies for RAYZOR Real Property
Interests to CITY, and
f. all costs associated with preparation and recordation of the resultant
Conveyance Plat for the WESTPARK Electric Substation Trac�
g. all other closing costs, if any.
4.4.4 BC RAIL SPUR Costs. BC RAIL SPUR shall pay:
a. its own attorneys' fees
4.5 Taxes. Taxes affecting the properties being transferred shall be pro-rated as follows.
4.5.1 WESTPARK Real Property Interests to CITY.
a. There will be no proration of Taxes for the WESTPARK Electric Substation
Access Easement Tract, or the WESTPARK Electric Easements or the
WESTPARK Temporary Construction Easement. Taxes relating to the
WESTPARK Electric Substation Tract and the WESTPARK Precision ROW
tract for the year in which the Closing occurs shall be prorated between
WESTPARK and CITY as of the Closing Date, in accordance with Section
26.11 of the Texas Tax Code, In this regard the Title Company shall have each
taxing unit certify WESTPARK's prorated tax liability for the year of closing,
which amounts will be paid out of the proceeds of the sale. If the timing of
the closing date precludes certification of prorated tax liability, then the
Title Company shall calculate estimated prorated tax liability based on
the best available data and judgment and the parties shall work
cooperatively to fund the adjustments necessary, post-closing but prior to
tax delinquency status, to satisfy the actual tax liability.
Page 13 of 39
4.5.2 RAYZOR ��;��1 Pronertv In���•��k� t� CITY,
a. There will be no proration of Taxes for the RAYZOR Electric Easements or the
RAYZOR TemporaryConstruction Easements. Taxes relatingto the RAYZOR
0.8163 Acre tract for the year in which the Closing occurs shall be prorated
between RAYZOR and CITY as ofthe Closing Date, in accordance with Section
26.11 of the Texas Tax Code, In this regard the Title Company shall have each
taxing unit certify RAYZOR's prorated tax liability for the year of closing, which
amounts will be paid out of the proceeds of the sale. If the timing of the
closing date precludes certification of prorated tax liability, then the Title
Company shall calculate estimated prorated tax liability based on the best
available data and judgment and the parties shall work cooperatively to
fund the adjustments necessary, post-closing but prior to tax delinquency
status, to satisfy the actual tax liability.
4.5.3 CITY Real Pronertv Interests to RAYZOR.
a. There will be no proration of Ad valorem and similartaxes and assessments (the
"Taxes") relating to the CITY Real Property Interests to RAYZOR because the
CITY is tax exempt so that no taxes are due for that portion of the year of closing
up to the Closing Date.
4.6 Delivery of Possession. Upon completion of the Closing, WESTPARK shall deliver
to CITY possession of the WESTPARK Real Property Interests to CITY, subject to the
Permitted Encumbrances. Upon completion of the Closing, RAYZOR shall deliver to CITY
possession of the RAYZOR Real Property Interests to CITY, subject to the Permitted
Encumbrances, and CITY shall deliver to RAYZOR possession of the CITY Real Property
Interests to RAYZOR, subject to the Permitted Encumbrances. Upon completion of the
Closing, BC R.AIL SPUR shall deliver to CITY possession of the Rail Spur Usage Rights,
subject to the Permitted Encumbrances
Section 5. AS-IS Sale.
5.1 AS-IS Sale - WESTPARK. CITY expressly acknowledges that as to the
WESTPARK Real Property Interests to CITY that they are being sold, conveyed, granted and
accepted AS-IS, WHERE-IS WITH ALL FAULTS, and , except as expressly set forth in Section 9
below, WESTPARK and the CITY make no representations or warranties, express or implied, with
respect to the physical condition or any other aspect of the property interests being granted and
conveyed, including without limitation: (i) the structural integrity of improvements on such
properties, if any; (ii) the manner, construction, condition and state of repair or lack of repair of any
improvements on such properties; (iii) the conformity of any improvements to any plans or
specifications for such properties, including but not limited to any plans and specifications that may
have been or which may be provided to WESTPARK, or CITY; (iv) the conformity of such
properties to past, current or future applicable zoning or building code requirements or such
properties' compliance with any other Laws; (v) the financial earning capacity or history or expense
history of the operation of such properties; (vi) the status of title to such properties and the nature and
Page 14 of 39
extent of any right-of-way, lease, possession, lien, easement, license, reservation, condition or other
Encumbrance affecting such properties; (vii) the existence of soil instability, past soil repairs, soil
additions or conditions of soil iill, such properties' susceptibility to landslides, sufficiency of
undershoring or sufficiency of drainage to, from or across such properties; (viii) whether such
properties are located wholly or partially in a flood plain or a flood hazard boundary or similar area
or within any area that may be considered wetlands or jurisdictional waters of the United States; (ix)
the existence or non-existence of underground or above ground storage tanks, asbestos, hazardous
waste or other toxic or Hazardous Materials (as hereinafter defined) of any kind or any other
environmental condition or whether such properties are in compliance with applicable Laws; (x)
such properties' investment potential or resale at any future date, at a profit or otherwise; (xi) any tax
consequences of ownership of such properties; or (xii) any other matter whatsoever affecting the
stability, integrity, other condition or status of such properties (collectively, the "Property
Conditions"). EXCEPT AS PROVIDED IN SECTION 9 BELOW, CITY AS TO THE
PROPERTY INTERESTS TO CITY AND RAYZOR AS TO THE PROPERTY INTERESTS
TO RAYZOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND
ALL ACTUAL OR POTENTIAL RIGHTS EACH MIGHT HAVE REGARDING ANY
FORM OF WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY,
QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE PROPERTY, ANY
IMPROVEMENTS THEREON OR THE PROPERTY CONDITIONS, SUCH WAIVER
BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. This waiver
does not apply to any predecessor in title to the CITY and WESTPARK.
5.2 AS-IS Sale - RAYZOR and CITY. CITY expressly acknowledges that as to the
R.AYZOR Real Property Interests to CITY and RAYZOR expressly acknowledges that as to the
CITY Real Property Interests to RAYZOR that they are being sold, conveyed, granted and accepted
AS-IS, WHERE-IS WITH ALL FAULTS, and , except as expressly set forth in Section 9 below,
RAYZOR and the CITY make no representations or warranties, express or implied, with respect to
the physical condition or any other aspect of the property interests being granted and conveyed,
including without limitation: (i) the structural integrity of improvements on such properties, if any;
(ii) the manner, construction, condition and state of repair or lack of repair of any improvements on
such properties; (iii) the conformity of any improvements to any plans or specifications for such
properties, including but not limited to any plans and specifications that may have been or which
may be provided to RAYZOR, or CITY; (iv) the conformity of such properties to past, current or
future applicable zoning or building code requirements or such properties' compliance with any other
Laws; (v) the financial earning capacity or history or expense history of the operation of such
properties; (vi) the status of title to such properties and the nature and extent of any right-of-way,
lease, possession, lien, easement, license, reservation, condition or other Encumbrance affecting such
properties; (vii) the existence of soil instability, past soil repairs, soil additions or conditions of soil
fill, such properties' susceptibility to landslides, sufficiency of undershoring or sufficiency of
drainage to, from or across such properties; (viii) whether such properties are located wholly or
partially in a flood plain or a flood hazard boundary or similar area or within any area that may be
considered wetlands or jurisdictional waters of the United States; (ix) the existence or non-existence
of underground or above ground storage tanks, asbestos, hazardous waste or other toxic or
Page 15 of 39
Hazardous Materials (as hereinafter defined) of any kind or any other environmental condition or
whether such properties are in compliance with applicable Laws; (x) such properties' investment
potential or resale at any future date, at a profit or otherwise; (xi) any tax consequences of ownership
of such properties; or (xii) any other matter whatsoever affecting the stability, integrity, other
condition or status of such properties (collectively, the "Property Conditions"). EXCEPT AS
PROVIDED IN SECTION 9 BELOW, CITY AS TO THE PROPERTY INTERESTS TO
CITY AND RAYZOR AS TO THE PROPERTY INTERESTS TO RAYZOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR
POTENTIAL RIGHTS EACH MIGHT HAVE REGARDING ANY FORM OF
WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW,
INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF QUANTITY,
QUALITY, CONDITION, HABITABILITY, MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE RELATED TO THE PROPERTY, ANY
IMPROVEMENTS THEREON OR THE PROPERTY CONDITIONS, SUCH WAIVER
BEING ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. This waiver
does not apply to any predecessor in title to the CITY and RAYZOR.
5.3 Information Disclaimer - WESTPARK. Any and all information related to any
Properties provided to CITY by WESTPARK (without implying any obligation to deliver such
information, however) ("Information"), shall be delivered as an accommodation to the receiving
party only, without any representation or warranty as to the completeness or accuracy of the data or
other information contained therein, and all such Information is furnished to the receiving party
solely as a courtesy, and CITY and WESTPARK have neither verified the accuracy of any statements
or other information therein contained, the method used to compile such Information nor the
qualifications of the persons preparing such Information. The Information is provided on an AS-IS,
WHERE-IS BASIS, AND CITY AND WESTPARK EXPRESSLY ACKNOWLEDGE THAT,
IN CONSIDERATION OF THE AGREEMENTS OF EACH OTHER HEREIN, NEITHER
MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY
OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY
OF QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE AS TO THE INFORMATION. All such
Information shall be held by receiving party in coniidence in accordance with the provisions of
Section 28 below.
5.4 Information Disclaimer - RAYZOR and CITY. Any and all information related to
any Properties provided to CITY by RAYZOR or to RAYZOR by CITY (without implying any
obligation to deliver such information, however) ("Information"), shall be delivered as an
accommodation to the receiving party only, without any representation or warranty as to the
completeness or accuracy of the data or other information contained therein, and all such Information
is furnished to the receiving party solely as a courtesy, and CITY and RAYZOR have neither verified
the accuracy of any statements or other information therein contained, the method used to compile
such Information nor the qualifications of the persons preparing such Information. The Information
is provided on an AS-IS, WHERE-IS BASIS, AND CITY AND RAYZOR EXPRESSLY
ACKNOWLEDGE THAT, IN CONSIDERATION OF THE AGREEMENTS OF EACH
OTHER HEREIN, NEITHER MAKES ANY REPRESENTATION, EXPRESS OR IMPLIED,
OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO,
Page 16 of 39
ANY WARRANTY OF QUANTITY, QUALITY, CONDITION, MERCHANTABILITY,
SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE AS TO THE
INFORMATION. All such Information shall be held by receiving party in confidence in
accordance with the provisions of Section 28 below.
5.5 Waiver of Compliance with Requirements. CITY,RAYZOR and WESTPARK
expressly acknowledge that each is not relying on (and each hereby disclaims and renounces) any
representations or warranties made by or on behalf of the other of any kind or nature whatsoever,
except as expressly provided in Section 11 below. CITY, RAYZOR and WESTPARK acknowledge
that the property interest being granted or conveyed to them may not be in compliance with all Laws
that may apply to such properties or any part thereof and the continued ownership, maintenance,
management and repair of such properties ("Requirements"). CITY, RAYZOR and WESTPARK
shall be solely responsible for any and all Requirements, Property Conditions and all other aspects of
the property interest being granted or convey to them, whether the same shall be existing as of the
Closing Date or not.
5.6 Environmental Waiver -WESTPARK and CITY. Without limitation, to the fullest
extent permitted by law, and except as provided in Section 9, CITY as to the WESTPARK Real
Property Interests to CITY, and for their respective successors and assigns, hereby releases the other
from and waives any and all claims and liabilities against the other for, related to or in connection
with any environmental condition at such properties (or the presence of any matter or substance
relating to the environmental condition of such properties), including, but not limited to, claims
and/or liabilities relating to (in any manner whatsoever) any hazardous, toxic or dangerous materials
or substances located in, at, about or under such properties, or for any and all claims or causes of
action (actual or threatened) based upon, in connection with or arising out of: (i) the Comprehensive
Environmental Response, Compensation and Liability Act (42 U.S.C. §§9601 et seq.) ("CERCLA");
(ii) the Resource Conservation and Recovery Act (42 U.S.C. §§6901 et seq.) ("RCRA"); (iii) the
Superfund Amendments and Reauthorization Act (42 U.S.C. §§9601 et seq.) ("SARA"); or (iv) any
other claim or cause of action (including any federal or state based statutory, regulatory or common
law cause of action, including without limitation, the Texas Solid Waste Disposal Act) related to
environmental matters or liability with respect to or affecting such properties. This waiver does not
apply to any predecessor in title to CITY or WESTPARK.
5.7 Environmental Waiver - RAYZOR and CITY. Without limitation, to the fullest
extent permitted by law, and except as provided in Section 9, CITY as to the RAYZOR Real
Property Interests to CITY, and RAYZOR as to the CITY Real Property Interests to RAYZOR, and
for their respective successors and assigns, hereby releases the other from and waives any and all
claims and liabilities against the other for, related to or in connection with any environmental
condition at such properties (or the presence of any matter or substance relating to the environmental
condition of such properties), including, but not limited to, claims and/or liabilities relating to (in any
manner whatsoever) any hazardous, toxic or dangerous materials or substances located in, at, about
or under such properties, or for any and all claims or causes of action (actual or threatened) based
upon, in connection with or arising out of: (i) the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C. §§9601 et seq.) ("CERCLA"); (ii) the Resource
Conservation and Recovery Act (42 U.S.C. §§6901 et seq.) ("RCRA"); (iii) the Superfund
Amendments and Reauthorization Act (42 U.S.C. §§9601 et seq.) ("SARA"); or (iv) any other claim
Page 17 of 39
or cause of action (including any federal or state based statutory, regulatory or common law cause of
action, including without limitation, the Texas Solid Waste Disposal Act) related to environmental
matters or liability with respect to or affecting such properties. This waiver does not apply to any
predecessor in title to CITY or RAYZOR.
5.8 Assumption of Hazardous Material Risks — WESTPARK and CITY. Without
limitation to any of the above, CITY, as to the WESTPARK Real Property Interests to CITY,
assumes the risk that Hazardous Materials may be present in, on or under such properties, and hereby
waives, releases and discharges forever, the other and WESTPARK from any and all present or
future claims or demands, and any and all damages, loss, injury, claims or costs, including fines,
penalties and judgments arising from or in any way related to the condition of such properties or
presence of any Hazardous Materials in, on or under such properties, whether or not arising from or
attributed to the sole or concurrent negligence of the CITY or WESTPARK. This waiver does not
apply to any predecessor in title to CITY or WESTPARK.
5.9 Assumption of Hazardous Material Risks — RAYZOR and CITY. Without
limitation to any of the above, CITY as to the RAYZOR Real Property Interests to CITY, and
R.AYZOR as to the CITY Real Property Interests to R.AYZOR, assumes the risk that Hazardous
Materials may be present in, on or under such properties, and hereby waives, releases and discharges
forever, each other from any and all present or future claims or demands, and any and all damages,
loss, injury, claims or costs, including fines, penalties and judgments arising from or in any way
related to the condition of such properties or presence of any Hazardous Materials in, on or under
such properties, whether or not arising from or attributed to the sole or concurrent negligence of the
CITY or RAYZOR. This waiver does not apply to any predecessor in title to CITY or RAYZOR.
5.10 Parties Relying on Own Inspections. CITY, RAYZOR and WESTPARK
acknowledge and agree that each was unwilling to convey, grant and sell the property interests
provided for in this Agreement unless each was released as expressly set forth above. With respect
to the waivers and agreements contained in Sections 5.1 — 5.9 above, the CITY, RAYZOR and
WESTPARK represent and warrant to the other that: they are (i) represented by legal counsel in
connection with the sale contemplated by this Agreement; (ii) each, with its counsel, has fully
reviewed the disclaimers and waivers and agreements set forth in this Agreement and understands
their significance and effect; (iii) each is knowledgeable and experienced in the purchase, operation,
ownership, refurbishing and sale of commercial real estate, and is fully able to evaluate the merits
and risks of this transaction; and (iv) each is not in a significantly disparate bargaining position. As
part of the provisions of this Section 5, but not as a limitation thereon, each hereby agrees, represents
and warrants that the matters released herein are not limited to matters which are known or disclosed.
In this connection, to the extent permitted by law, each hereby agrees, represents and warrants that it
realizes and acknowledges that factual matters now unknown to it may have given or may hereafter
give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and
expenses which are presently unknown, unanticipated and unsuspected, and each further agrees,
represents and warrants that the waivers and releases herein have been negotiated and agreed upon in
light of that realization and that each nevertheless hereby intends to release, discharge and acquit the
other from any such unknown causes of action, claims, demands, debts, controversies, damages,
costs, losses and expenses which might in any way be included in the waivers and matters released as
set forth in this Section 5.
Page 18 of 39
5.11 Survival. Notwithstanding anything herein to the contrary, all of the terms and
provisions of this Section 5 shall survive the Closing.
Section 6. Inspection.
6.1 Acknowledgment. CITY, RAYZOR, and WESTPARK acknowledge and agree that
they will have the opportunity to fully and thoroughly inspect the property interests being granted
and conveyed to them in accordance with Section 6 herein, and each will conduct such inspections
and tests as each may deem advisable in it's discretion to fully evaluate and analyze such properties
and all Property Conditions.
6.2 Tests — WESTPARK and CITY. Until the Closing, CITY and its agents and
employees, as to the WESTPARK Real Property Interests to CITY, at their sole risk and expense,
shall have the right to enter upon the properties being granted or conveyed to them during normal
business hours (and subject to advance notice as required below) for inspections, surveying,
engineering and other reasonable testing and inspection purposes ("Tests"); provided, however,
unless CITY obtains the prior written approval of WESTPARK as to the WESTPARK Real
Property Interests to CITY (which approval shall not be unreasonably withheld or delayed), all such
inspections shall be limited to non-intrusive inspections and studies (such as non-intrusive "Phase I
Level" type tests with respect to environmental matters) which do not involve borings or any
sampling of any material or media, including soil, surface water, or ground water, The inspecting
party shall not be permitted to conduct intrusive "Phase II Level" environmental or other intrusive
testing or any borings or sampling of any material or media, including soil, surface water, or ground
water, unless the other party, in it's commercially reasonable discretion, has approved in writing such
testing and sampling, the specific scope of work therefore and the consultant or persons performing
such work; provided, however, the inspecting party may conduct routine soil borings on such
properties for the purpose of evaluating soil stability and characteristics for typical construction
industry purposes directly related to it's Intended Development ("Routine Soil Borings") without
obtaining the other party's prior approval. All Routine Soil Borings shall be conducted in a
commercially reasonable manner in accordance with the highest generally accepted construction
industry standards, and upon completion of all such Routine Soil Borings, the inspecting party shall
restore such properties to substantially the same condition as existed prior to such Routine Soil
Borings. Any and all activities conducted by inspecting party shall be in accordance with applicable
Laws. Any entry upon such properties is referred to herein as an "Entry". All such activities shall be
conducted in such a fashion so as to minimize interference with the use of the properties being
inspected. The inspecting party shall promptly repair any damage to such properties as a result of
such Tests and restore such properties to its condition which existed prior to such Tests.
6.3 Tests — RAYZOR and CITY. Until the Closing, CITY and its agents and employees
as to the RAYZOR Real Property Interests to CITY, and RAYZOR as to the CITY Real Property
Interests to R.AYZOR, at their sole risk and expense, shall have the right to enter upon the properties
being granted or conveyed to them during normal business hours (and subject to advance notice as
required below) for inspections, surveying, engineering and other reasonable testing and inspection
purposes ("Tests"); provided, however, unless CITY obtains the prior written approval of RAYZOR
as to the RAYZOR Real Property Interests to CITY or RAYZOR obtains the prior written approval
Page 19 of 39
of CITY as to the CITY Real Property Interest to RAYZOR (which approval shall not be
unreasonably withheld or delayed), all such inspections shall be limited to non-intrusive inspections
and studies (such as non-intrusive "Phase I Level" type tests with respect to environmental matters)
which do not involve borings or any sampling of any material or media, including soil, surface water,
or ground water. The inspecting party shall not be permitted to conduct intrusive "Phase II Level"
environmental or other intrusive testing or any borings or sampling of any material or media,
including soil, surface water, or ground water, unless the other party, in it's commercially reasonable
discretion, has approved in writing such testing and sampling, the specific scope of work therefore
and the consultant or persons performing such work; provided, however, the inspecting party may
conduct routine soil borings on such properties for the purpose of evaluating soil stability and
characteristics for typical construction industry purposes directly related to it's Intended Development
("Routine Soil Borings") without obtaining the other party's prior approval. All Routine Soil
Borings shall be conducted in a commercially reasonable manner in accordance with the highest
generally accepted construction industry standards, and upon completion of all such Routine Soil
Borings, the inspecting party shall restore such properties to substantially the same condition as
existed prior to such Routine Soil Borings. Any and all activities conducted by inspecting party shall
be in accordance with applicable Laws. Any entry upon such properties is referred to herein as an
"Entry". All such activities shall be conducted in such a fashion so as to minimize interference with
the use of the properties being inspected. The inspecting party shall promptly repair any damage to
such properties as a result of such Tests and restore such properties to its condition which existed
prior to such Tests.
6.4 Notice of Entry — WESTPARK. Prior to any Entry upon the properties to be
inspected for any purpose permitted herein, the inspecting party shall give prior notice to and shall
coordinate such access as follows: As to the WESTPARK Real Property Interests to CITY: Mr.
Philip Baker (telephone 940/387-8711, telecopy 940/566-1591, The Rayzor Company, 400 West
Oak Street, Suite 200, Denton, Texas 76201) who will act as WESTPARK's agent with respect
thereto. Such notice shall be given at least 24 hours prior to the proposed Entry and shall include the
names of the individuals who will be entering the properties to be inspected and the name of such
individual's firm or company, the purpose of the inspection and specific activities which will be
conducted by such individuals on such properties, the times during which such Entry shall occur and
such other information as may be reasonably requested by Mr. Baker. The inspecting party shall
fully cooperate with and follow any reasonable additional requirements or instructions given by Mr.
Baker with respect to such Entry.
6.5 Notice of Entry — RAYZOR and CITY. Prior to any Entry upon the properties to
be inspected for any purpose permitted herein, the inspecting party shall give prior notice to and shall
coordinate such access as follows: As to the RAYZOR Real Property Interests to CITY: Mr. Philip
Baker (telephone 940/387-8711, telecopy 940/566-1591, The Rayzor Company, 400 West Oak
Street, Suite 200, Denton, Texas 76201) who will act as RAYZOR's agent with respect thereto. As
to the CITY Real Property Interests to RAYZOR: Mr. Paul Williamson, CITY Hall East-
Engineering, 601 East Hickory Street, Suite B, Denton, Texas 76205, telephone 940/349-8910,
telecopy 940/349-8951 who will act as CITY's agent in respect thereto. Such notice shall be given at
least 24 hours prior to the proposed Entry and shall include the names of the individuals who will be
entering the properties to be inspected and the name of such individual's firm or company, the
purpose of the inspection and specific activities which will be conducted by such individuals on such
properties, the times during which such Entry shall occur and such other information as may be
Page 20 of 39
reasonably requested by Mr. Baker or Mr. Williamson. The inspecting party shall fully cooperate
with and follow any reasonable additional requirements or instructions given by Mr. Baker or Mr.
Williamson with respect to such Entry.
6.6 Insurance. Any consultant or contractor of the inspecting party desiring to enter the
property to be inspected for any Tests shall only enter such properties after submitting to the CITY,
WESTPARK or RAYZOR, as the case may be, certificates of insurance evidencing Commercial
General Liability Insurance coverage in commercially reasonable amounts covering such consultant's
or contractor's operations on the properties to be inspected, with the CITY, WESTPARK or
RAYZOR, as the case may be, included as an additional insured thereunder and stating that such
insurance is primary as regards any other insurance maintained by the CITY, WESTPARK or
RAYZOR.
Section 7. A�ents and A�ent Notices.
7.1 Agents. CITY, WESTPARK and RAYZOR hereby represent and warrant to each
other that neither party has dealt with any real estate agent, broker or similar party in connection
with the transaction involved in this Agreement.
7.2 Indemnifcation for Brokers' Commissions or Fees. CITY, WESTPARK and
RAYZOR represent and warrant to each other that they have not retained, entered into an agreement
with or used the services of a real estate broker or agent for this transaction that would trigger any
commissions or fees to such broker or real estate agent as a result of this Agreement. Each agrees
that if any claims should be made for commissions or fees allegedly arising from the execution of
this Agreement or any sale of the property interests herein by any broker or real estate agent by
reason of any its actions (the "Acting Party"), the Acting Party will protect, defend, indemnify and
hold the other parties harmless from and against any and all loss, liabilities and expenses in
connection therewith.
Section 8 Miscellan��w��� N�tices,
8.1 Texas Water Code. If any of the properties being conveyed or granted herein are
situated in a utility or other statutorily created district providing water, sewer, drainage, or flood
control facilities and services, Chapter 49 of the Texas Water Code requires the owner of such
properties to deliver to the other party and the other party to sign the statutory notice relating to the
tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this
Agreement.
8.2 Utility Service Provider. If any of the properties being conveyed or granted herein
are not located within a municipality's limits or a municipal utility district (MUD) and is located in a
certified service area of a utility service provider (a utility, a water supply or sewer service
corporation, or a special utility district organized and operating under Chapter 65 of the Texas Water
Code), Section 13.257 of the Texas Water Code requires the owner of such properties to deliver to
the other party a notice regarding the utility service provider.
Page 21 of 39
8.3 Wetlands, Toxic Substances and Threatened or Endangered Species. Each party
is advised that the presence of wetlands, toxic substances, including asbestos and wastes or other
environmental hazards or the presence of a threatened or endangered species or its habitat may affect
each parties intended use of the property interests involved in this Agreement. If a party is concerned
about these matters, an addendum to this Agreement should be prepared by the parties and attached
hereto.
Section 9. Representations.
9.1 WESTPARK's Representations. WESTPARK represents and warrants to CITY the
following:
9.1.1 Bindin� A�reement. This Agreement and all documents to be executed and
delivered by WESTPARK at Closing are and at the Closing will be duly authorized,
executed, and delivered, and are and at the Closing will be legal, valid, and binding
obligations of which WESTPARK, and do not and at the Closing will not violate any
provisions of any agreement to WESTPARK is a party or to which WESTPARK is subject.
9.1.2 No Liti�ation. There are no existing or pending litigation or claims with
respect to the WESTPARK Real Property Interests to CITY and, to WESTPARK's actual
knowledge, there are no such actions, suits, proceedings, or claims threatened or asserted.
9.1.3 No Violation. To WESTPARK's actual knowledge, it has not received a
notice of any violation of any Law pertaining to the WESTPARK Real Property Interests to
CITY or any portion thereof.
9.1.4 Hazardous Material. To WESTPARK's actual knowledge, without
independent investigation, there are no Hazardous Materials (as hereinafter defined) which
are or have been used, manufactured, placed or stored on the WESTPARK Real Property
Interests to CITY. As used above, the term "Hazardous Materials" means any material or
substance which is (i) defined as a"hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous material," "hazardous substance," or any similar
formation under or pursuant to any state or federal statute or common law rule, (ii)
designated as a"hazardous waste" pursuant to Section 311 of the Clean Water Act, 33
U.S.C., § 1251 et seq. (33 U,S.C. § 1321) or listed pursuant to Section 307 ofthe Clean Water
Act (33 U.S.C. § 1317), (iii) defined as a"hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 44 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (iv)
defined as a"hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42
U.S.C. §9601); provided, however, "Hazardous Materials" shall not, for purposes of this
representation, include gasoline, diesel fuel or other petroleum products routinely used in
connection with farm and ranch operations, nor shall such term include any pesticides,
herbicides, cattle dipping solutions and other substances which are now or ever have been
customarily used in connection with farm and ranch operations (and such exclusion from
such term shall include items which were historically used in the farm and ranching industry
for such purposes but which may now be banned or otherwise not so used). WESTPARK
hereby inform CITY that neither has conducted an independent investigation in connection
Page 22 of 39
with the above representation and that each has limited knowledge as to such matters and
each advises CITY to conduct independent investigations with respect to such matters as
CITY may deem necessary or desirable to fully satisfy itself with respect to the
environmental condition of the WESTPARK Real Property Interests to CITY, it being
understood that the above representation is limited in nature and is only to WESTPARK's
actual knowledge, and does not give a complete understanding of the environmental
condition of the WESTPARK Real Property Interests to CITY.
9.1.5 Foreign Status. WESTPARK is not a"foreign person" as defined in Section
1445 of the Internal Revenue Code of 1986, as amended.
9.1.6 No A�reements. The WESTPARK Real Property Interests to CITY are not
subj ect to any agreements of sale, or any options or other rights of third parties to acquire any
interest therein (other than pursuant to this Agreement), and WESTPARK does not have any
pending agreements of sale, or any options or other rights of third parties to acquire any
interest therein now nor will have at the Closing Date. WESTPARK will convey to CITY
good and indefeasible fee simple title to the Electric Substation Tract and grant to CITY the
Electric Substation Access Easement, and grant the CITY the WESTPARK Electric
Easements, and the WESTPARK Temporary Construction Easement, all free and clear of all
conditions, exceptions, or reservations, except the Permitted Encumbrances and Reserved
Resources at Closing.
9.1.7 Parties in Possession. To WESTPARK's actual knowledge there are no
adverse or other parties in possession of the WESTPARK Real Property Interests to CITY, or
of any part thereof, except WESTPARK. No parties have been granted, and there does not
currently exist, any license, lease or other right relating to the use or possession of the
WESTPARK Real Property Interests to CITY, or any part thereof.
9.1.8 Condemnation. To WESTPARK's actual knowledge, there are no
condemnation proceedings, eminent domain proceedings or similar actions or proceedings
now pending or threatened against the WESTPARK Real Property Interests to CITY.
9.2 No Other Representations. WESTPARK MAKE NO OTHER
REPRESENTATIONS OR WARRANTIES WHATSOEVER.
9.3 WESTPARK's Actual Knowledge and Limitations. For purposes of the above,
wherever the term "WESTPARK's actual knowledge" or words of similar import are used, it shall be
deemed to mean the actual current knowledge of Philip A. Baker, Vice President of The Rayzor
Company, without any independent investigation. The representations and warranties contained in
Section 9.1 shall survive the Closing hereunder.
9.4 RAYZOR's Representations. RAYZOR represents and warrants to CITY the
following:
9.4.1 Bindin� A�reement. This Agreement and all documents to be executed and
delivered by RAYZOR at Closing are and at the Closing will be duly authorized, executed,
Page 23 of 39
and delivered, and are and at the Closing will be legal, valid, and binding obligations of
RAYZOR, and do not and at the Closing will not violate any provisions of any agreement to
RAYZOR is a party or to which RAYZOR is subject.
9.4.2 No Liti�ation. There are no existing or pending litigation or claims with
respect to the RAYZOR Real Property Interests to CITY and, to RAYZOR's actual
knowledge, there are no such actions, suits, proceedings, or claims threatened or asserted.
9.4.3 No Violation. To RAYZOR's actual knowledge, it has not received a notice
of any violation of any Law pertaining to the R.AYZOR Real Property Interests to CITY or
any portion thereof.
9.4.4 Hazardous Material. To RAYZOR's actual knowledge, without
independent investigation, there are no Hazardous Materials (as hereinafter defined) which
are or have been used, manufactured, placed or stored on the RAYZOR Real Property
Interests to CITY. As used above, the term "Hazardous Materials" means any material or
substance which is (i) defined as a"hazardous waste," "extremely hazardous waste,"
"restricted hazardous waste," "hazardous material," "hazardous substance," or any similar
formation under or pursuant to any state or federal statute or common law rule, (ii)
designated as a"hazardous waste" pursuant to Section 311 of the Clean Water Act, 33
U.S.C., § 1251 et seq. (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water
Act (33 U.S.C. § 1317), (iii) defined as a"hazardous waste" pursuant to Section 1004 of the
Resource Conservation and Recovery Act, 44 U.S.C. §6901 et seq. (42 U.S.C. §6903) or (iv)
defined as a"hazardous substance" pursuant to Section 101 of the Comprehensive
Environmental Response Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42
U.S.C. §9601); provided, however, "Hazardous Materials" shall not, for purposes of this
representation, include gasoline, diesel fuel or other petroleum products routinely used in
connection with farm and ranch operations, nor shall such term include any pesticides,
herbicides, cattle dipping solutions and other substances which are now or ever have been
customarily used in connection with farm and ranch operations (and such exclusion from
such term shall include items which were historically used in the farm and ranching industry
for such purposes but which may now be banned or otherwise not so used). RAYZOR
hereby inform CITY that neither has conducted an independent investigation in connection
with the above representation and that each has limited knowledge as to such matters and
each advises CITY to conduct independent investigations with respect to such matters as
CITY may deem necessary or desirable to fully satisfy itself with respect to the
environmental condition of the RAYZOR Real Property Interests to CITY, it being
understood that the above representation is limited in nature and is only to RAYZOR's actual
knowledge, and does not give a complete understanding of the environmental condition of
the RAYZOR Real Property Interests to CITY.
9.4.5 Foreign Status. R.AYZOR is not a"foreign person" as defined in Section
1445 of the Internal Revenue Code of 1986, as amended.
9.4.6 No Agreements. The RAYZOR Real Property Interests to CITY are not
subject to any agreements of sale, or any options or other rights of third parties to acquire any
Page 24 of 39
interest therein (other than pursuant to this Agreement), and RAYZOR does not have any
pending agreements of sale, or any options or other rights of third parties to acquire any
interest therein now nor will have at the Closing Date. RAYZOR will convey to CITY good
and indefeasible fee simple title to the RAYZOR 0.8163 Acre Tract, and grant to CITY the
RAYZOR Electric Easements, and the RAYZOR Temporary Construction Easements, all
free and clear of all conditions, exceptions, or reservations, except the Permitted
Encumbrances at Closing.
9.4.7 Parties in Possession. To RAYZOR's actual knowledge there are no adverse
or other parties in possession of the R.AYZOR Real Property Interests to CITY, or of any part
thereof, except RAYZOR. No parties have been granted, and there does not currently exist,
any license, lease or other right relating to the use or possession of the RAYZOR Real
Property Interests to CITY, or any part thereof.
9.4.8 Condemnation. To RAYZOR's actual knowledge, there are no
condemnation proceedings, eminent domain proceedings or similar actions or proceedings
now pending or threatened against the RAYZOR Real Property Interests to CITY.
9.4.9 Opportunity to InsAect. RAYZOR (or its representatives) has been afforded
the opportunity to fully and thoroughly inspect the CITY Real Property Interests to
RAYZOR, and R.AYZOR has or will conduct such inspections and tests as RAYZOR may
deem advisable in it's discretion to fully evaluate and analyze the CITY Real Property
Interests to RAYZOR and all Property Conditions, and shall have satisfied itself therewith if
RAYZOR proceeds to Closing.
9.5 No Other Representations. RAYZOR MAKE NO OTHER
REPRESENTATIONS OR WARRANTIES WHATSOEVER.
9.6 RAYZOR's Actual Knowledge and Limitations. For purposes of the above,
wherever the term "R.AYZOR's actual knowledge" or words of similar import are used, it shall be
deemed to mean the actual current knowledge of Philip A. Baker, Vice President of The Rayzor
Company, without any independent investigation. The representations and warranties contained in
Section 9.4shall survive the Closing hereunder.
9.7 CITY's Representations to RAYZOR. CITY represents and warrants to RAYZOR
the following:
9.7.1 Bindin� A�reement. This Agreement and all documents to be executed and
delivered by CITY at Closing are and at the Closing will be duly authorized, executed, and
delivered, and are and at the Closing will be legal, valid, and binding obligations of CITY,
and do not and at the Closing will not violate any provisions of any agreement to which
CITY is a party or to which CITY is subject.
9.7.2 No Litigation. There are no existing or pending litigation or claims with
respect to the CITY Real Property Interests to RAYZOR and, to CITY's actual knowledge,
there are no such actions, suits, proceedings, or claims threatened or asserted.
Page 25 of 39
9.7.3 No Violation. To CITY's actual knowledge, CITY has not received a notice
of any violation of any Law pertaining to the CITY Real Property Interests to RAYZOR or
any portion thereof.
9.7.4 Hazardous Material. To CITY's actual knowledge, without independent
investigation, there are no Hazardous Materials (as hereinafter deiined) which are or have
been used, manufactured, placed or stored on the CITY Real Property Interests to RAYZOR.
As used above, the term "Hazardous Materials" means any material or substance which is
(i) defined as a"hazardous waste," "extremely hazardous waste," "restricted hazardous
waste," "hazardous material," "hazardous substance," or any similar formation under or
pursuant to any state or federal statute or common law rule, (ii) designated as a"hazardous
waste" pursuant to Section 311 of the Clean Water Act, 33 U.S.C., § 1251 et seq. (33 U.S.C.
§1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. §1317), (iii)
defined as a"hazardous waste" pursuant to Section 1004 of the Resource Conservation and
Recovery Act, 44 U,S.C. §6901 et seq. (42 U.S.C. §6903) or (iv) defined as a"hazardous
substance" pursuant to Section 101 of the Comprehensive Environmental Response
Compensation and Liability Act, 42 U.S.C. §9601 et seq. (42 U.S.C. §9601); provided,
however, "Hazardous Materials" shall not, for purposes of this representation, include
gasoline, diesel fuel or other petroleum products routinely used in connection with farm and
ranch operations, nor shall such term include any pesticides, herbicides, cattle dipping
solutions and other substances which are now or ever have been customarily used in
connection with farm and ranch operations (and such exclusion from such term shall include
items which were historically used in the farm and ranching industry for such purposes but
which may now be banned or otherwise not so used). CITY hereby informs RAYZOR that it
has not conducted an independent investigation in connection with the above representation
and that it has limited knowledge as to such matters and it advises RAYZOR to conduct
independent investigations with respect to such matters as RAYZOR may deem necessary or
desirable to fully satisfy itself with respect to the environmental condition of the CITY Real
Property Interests to RAYZOR, it being understood that the above representation is limited in
nature and is only to CITY's actual knowledge, and does not give a complete understanding
of the environmental condition of the CITY Real Property Interests to RAYZOR.
9.7.5 No Agreements. The CITY Real Property Interests to RAYZOR are not
subject to any agreements of sale, or any options or other rights of third parties to acquire any
interest therein (other than pursuant to this Agreement), and CITY has not and at the Closing
Date will not have. CITY will convey to RAYZOR good and indefeasible fee simple title to
the CITY Real Property Interests to RAYZOR, free and clear of all conditions, exceptions, or
reservations, except the Permitted Encumbrances, Reserved Resources, and Retained
Easements at Closing.
9.7.6 Parties in Possession. To CITY's actual knowledge there are no adverse or
other parties in possession of the CITY Real Property Interests to RAYZOR, or of any part
thereof, except CITY. No parties have been granted, and there does not currently exist, any
license, lease or other right relating to the use or possession of the CITY Real Property
Interests to RAYZOR, or any part thereof.
Page 26 of 39
9.7.7 Condemnation. To CITY's actual knowledge, there are no condemnation
proceedings, eminent domain proceedings or similar actions or proceedings now pending or
threatened against the CITY Real Property Interests to RAYZOR.
9.7.8 Opportunitv to Insnect. CITY (or its representatives) have been afforded
the opportunity to fully and thoroughly inspect the RAYZOR Real Property Interests to
CITY, and CITY has or will conduct such inspections and tests as CITY may deem advisable
in CITY's discretion to fully evaluate and analyze the Property and all Property Conditions,
and shall have satisfied itself therewith if CITY proceeds to Closing.
9.8 CITY's Representations to WESTPARK. CITY represents and warrants to
WESTPARK the following:
9.8.1 Bindin� A�reement. This Agreement and all documents to be executed and
delivered by CITY at Closing are and at the Closing will be duly authorized, executed, and
delivered, and are and at the Closing will be legal, valid, and binding obligations of CITY,
and do not and at the Closing will not violate any provisions of any agreement to which
CITY is a party or to which CITY is subject.
9.8.2 Opportunity to Inspect. CITY (or its representatives) have been afforded
the opportunity to fully and thoroughly inspect the WESTPARK Real Property Interests to
CITY, and CITY has or will conduct such inspections and tests as CITY may deem advisable
in CITY's discretion to fully evaluate and analyze the Property and all Property Conditions,
and shall have satisiied itself therewith if CITY proceeds to Closing.
9.9 No Other Representations. CITY MAKES NO OTHER REPRESENTATIONS
OR WARRANTIES WHATSOEVER.
9.10 CITY's Actual Knowledge and Limitations. For purposes of the above, wherever
the term "CITY's actual knowledge" or words of similar import are used, it shall be deemed to mean
the actual current knowledge of Paul Williamson, Real Estate and Capital Support Manager of
CITY, without any independent investigation. The representations and warranties by the CITY
contained in Section 9 herein shall survive the Closing hereunder.
Section 10. Termination, Default and Remedies.
10.1 WESTPARK's Rights and Remedies.
10.1.1 CITY Events of Default. The following shall be "CITY Events of Default"
under this Agreement:
(a) CITY fails or refuses to consummate the purchase pursuant to this
Agreement at the Closing for any reason other than (i) termination of this Agreement
Page 27 of 39
by CITY pursuant to a right to so terminate expressly set forth in this Agreement, or
(ii) WESTPARK's failure to perform their obligations under this Agreement; or
(b) CITY fails to perform any of CITY's other obligations hereunder
either prior to or at the Closing for any reason other than (i) termination of this
Agreement by CITY pursuant to a right to so terminate expressly set forth in this
Agreement, or (ii) WESTPARK's failure to perform their obligations under this
Agreement, and CITY fails to cure any such default within five (5) days after written
notice thereof from WESTPARK (provided, however, there shall be no notice and
opportunity to cure for CITY's failure to close the transaction on the Closing Date so
as to extend the Closing Date).
10.1.2 Remedies to WESTPARK. Upon the occurrence of any CITY Event of
Default, WESTPARK shall have (i) the right to terminate this Agreement by giving written
notice thereof to CITY prior to or at the Closing, whereupon none of the parties hereto shall
have any further rights or obligations hereunder, or (ii) enforce specific performance of
CITY's obligations under this Agreement, as their sole and exclusive remedy.
Notwithstanding the foregoing, WESTPARK may pursue all rights and remedies available at
law or in equity against CITY with respect to (i) the express indemnification provisions of
this Agreement, (ii) any damages incurred by WESTPARK as a result of CITY's failure to
comply with the insurance requirements provided for in this Agreement.
10.2 RAYZOR's Rights and Remedies.
10.2.1 CITY Events of Default. The following shall be "CITY Events of Default"
under this Agreement:
(a) CITY fails or refuses to consummate the exchange and purchase
pursuant to this Agreement at the Closing for any reason other than (i) termination of
this Agreement by CITY pursuant to a right to so terminate expressly set forth in this
Agreement, or (ii) RAYZOR's failure to perform their obligations under this
Agreement; or
(b) CITY fails to perform any of CITY's other obligations hereunder
either prior to or at the Closing for any reason other than (i) termination of this
Agreement by CITY pursuant to a right to so terminate expressly set forth in this
Agreement, or (ii) RAYZOR's failure to perform their obligations under this
Agreement, and CITY fails to cure any such default within five (5) days after written
notice thereof from RAYZOR (provided, however, there shall be no notice and
opportunity to cure for CITY's failure to close the transaction on the Closing Date so
as to extend the Closing Date).
10.2.2 Remedies to RAYZOR. Upon the occurrence of any CITY Event of
Default, RAYZOR shall have (i) the right to terminate this Agreement by giving written
notice thereof to CITY prior to or at the Closing, whereupon none of the parties hereto shall
Page 28 of 39
have any further rights or obligations hereunder, or (ii) enforce specific performance of
CITY's obligations under this Agreement, as their sole and exclusive remedy.
Notwithstanding the foregoing, RAYZOR may pursue all rights and remedies available at
law or in equity against CITY with respect to (i) the express indemniiication provisions of
this Agreement, (ii) any damages incurred by RAYZOR as a result of CITY's failure to
comply with the insurance requirements provided for in this Agreement.
10.3 CITY's Rights and Remedies - WESTPARK.
10.3.1 WESTPARK; Events of Default . The following shall be " WESTPARK's
Events of Default" under this Agreement:
(a) WESTPwARK fails or refuses to consummate the exchange and sale
pursuant to this Agreement at the Closing for any reason other than (i) termination of
this Agreement by WESTPARK pursuant to a right to so terminate expressly set forth
in this Agreement, or (ii) CITY's failure to perform their obligations under this
Agreement; or
(b) WESTPARK fails to perform any of its other obligations hereunder
either prior to or at the Closing for any reason other than (i) termination of this
Agreement by WESTPARK pursuant to a right to so terminate expressly set forth in
this Agreement, or (ii) CITY's failure to perform their obligations under this
Agreement, and either fails to cure any such default within five (5) days after written
notice thereof from CITY (provided, however, there shall be no notice and
opportunity to cure for WESTPARK's failure to close the transaction on the Closing
Date so as to extend the Closing Date).
10.3.2 Remedies to CITY. Upon the occurrence of any WESTPARK's Event of
Default, CITY shall have (i) the right to terminate this Agreement by giving written notice
thereof to WESTPARK prior to or at the Closing, whereupon none of the parties hereto shall
have any further rights or obligations hereunder, or (ii) enforce specific performance of
WESTPARK's obligations under this Agreement, as its sole and exclusive remedy.
Notwithstanding the foregoing, CITY may pursue all rights and remedies available at law or
in equity against WESTPARK with respect to (i) the express indemniiication provisions of
this Agreement, (ii) any damages incurred by CITY as a result of WESTPARK's failure to
comply with the insurance requirements provided for in this Agreement.
10.4 CITY's Rights and Remedies - RAYZOR,
10.4.1 RAYZOR: Events of Default. The following shall be "RAYZOR's Events of
Default" under this Agreement:
(a) R.AYZOR fails or refuses to consummate the exchange and sale
pursuant to this Agreement at the Closing for any reason other than (i) termination of
Page 29 of 39
this Agreement by R.AYZOR pursuant to a right to so terminate expressly set forth in
this Agreement, or (ii) CITY's failure to perform their obligations under this
Agreement; or
(b) RAYZOR fails to perform any of its other obligations hereunder either
prior to or at the Closing for any reason other than (i) termination of this Agreement
by RAYZOR pursuant to a right to so terminate expressly set forth in this Agreement,
or (ii) CITY's failure to perform their obligations under this Agreement, and either
fails to cure any such default within five (5) days after written notice thereof from
CITY (provided, however, there shall be no notice and opportunity to cure for
R.AYZOR's failure to close the transaction on the Closing Date so as to extend the
Closing Date).
10.4.2 Remedies to CITY. Upon the occurrence of any RAYZOR's Event of
Default, CITY shall have (i) the right to terminate this Agreement by giving written notice
thereof to RAYZOR prior to or at the Closing, whereupon none of the parties hereto shall
have any further rights or obligations hereunder, or (ii) enforce specific performance of
RAYZOR's obligations under this Agreement, as its sole and exclusive remedy.
Notwithstanding the foregoing, CITY may pursue all rights and remedies available at law or
in equity against RAYZOR with respect to (i) the express indemnification provisions of this
Agreement, (ii) any damages incurred by CITY as a result of RAYZOR's failure to comply
with the insurance requirements provided for in this Agreement.
Section 11. Conditions Precedent
11.1 Conditions Precedent to CITY's and WESTPARK's Performance.
(a) Conditions Precedent to CITY's Performance. CITY's obligation under
this Agreement to consummate this transaction is subject to the fulfillment of
each of the following conditions (any or all of which may be waived by
CITY) in addition to the other conditions set forth in this Agreement:
(i) Representations True. The representations and warranties of
WESTPARK contained herein shall be true, accurate and complete as
of the Closing Date;
(ii) WESTPARK ��a��c� ��• Wi11in� and Able. WESTPARK shall be
ready, willing and able to deliver title and easements to the
WESTPARK Real Property Interests to CITY in accordance with the
terms and conditions of this Agreement; and
(iii) WESTPARK Deliverv of Documents. WESTPARK shall have
delivered all the documents and other items required pursuant to this
Agreement, and shall have performed, in all material respects, all
Page 30 of 39
other covenants, undertakings and obligations, and complied with all
conditions required by this Agreement to be performed or complied
with by WESTPARK at or prior to the Closing.
(b) Conditions Precedent to WESTPARK's Performance. WESTPARK's
obligation under this Agreement to consummate this transaction is subject to
the fulfillment of each of the following conditions (any or all of which may
be waived by WESTPARK) in addition to the other conditions set forth in
this Agreement:
(i) Representations True. The representations and warranties of CITY
contained herein shall be true, accurate and complete as of the
Closing Date; and The representations and warranties of
WESTPARK contained herein shall be true, accurate and complete as
of the Closing Date; and
(ii) CITY Deliverv of Documents. CITY shall have delivered all the
documents and other items required pursuant to this Agreement, and
shall have performed, in all material respects, all other covenants,
undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by the
CITY at or prior to the Closing; and
(iii) Delivery of Cash Payments. CITY shall have delivered the
WESTPARK Cash Payments at Closing.
11.2 Conditions Precedent to CITY's and RAYZOR's Performance.
(a) Conditions Precedent to CITY's Performance. CITY's obligation under
this Agreement to consummate this transaction is subject to the fulfillment of
each of the following conditions (any or all of which may be waived by
CITY) in addition to the other conditions set forth in this Agreement:
(i) Reuresentations True. The representations and warranties of
RAYZOR contained herein shall be true, accurate and complete as of
the Closing Date;
(ii) RAYZOR Readv, Willin� and Able. RAYZOR shall be ready,
willing and able to deliver title and easements to the RAYZOR Real
Property Interests to CITY in accordance with the terms and
conditions of this Agreement; and
(iii) RAYZOR Deliverv of Documents. RAYZOR shall have delivered
all the documents and other items required pursuant to this
Agreement, and shall have performed, in all material respects, all
Page 31 of 39
other covenants, undertakings and obligations, and complied with all
conditions required by this Agreement to be performed or complied
with by RAYZOR at or prior to the Closing.
(b) Conditions Precedent to RAYZOR's Performance. RAYZOR's obligation
under this Agreement to consummate this transaction is subject to the
fulfillment of each of the following conditions (any or all of which may be
waived by RAYZOR) in addition to the other conditions set forth in this
Agreement:
(i) Representations True. The representations and warranties of CITY
contained herein shall be true, accurate and complete as of the
Closing Date; and The representations and warranties of R.AYZOR
contained herein shall be true, accurate and complete as of the
Closing Date; and
(ii) CITY Readv, Willin� and Able. CITY shall be ready, willing and
able to deliver title to the CITY Real Property Interests to RAYZOR
in accordance with the terms and conditions of this Agreement; and
(iii) CITY Delivery of Documents. CITY shall have delivered all the
documents and other items required pursuant to this Agreement, and
shall have performed, in all material respects, all other covenants,
undertakings and obligations, and complied with all conditions
required by this Agreement to be performed or complied with by the
CITY at or prior to the Closing; and
(iv) Deliverv of Cash Payments. CITY shall have delivered the
RAYZOR Cash Payment at Closing.
Section 12. Notices.
12.1 Notice Requirements, Any notice required or permitted to be given hereunder by
one party to the other shall be in writing and the same shall be given and shall be deemed to have
been served and given if (i) delivered in person to the address set forth below for the party to whom
the notice is given, (ii) delivered in person at the Closing (if such party is present at the Closing), (iii)
placed in the United States mail, return receipt requested, addressed to such party at the address
hereinafter specified, (iv) deposited into the custody of Federal Express Corporation or another
reputable overnight carrier, to be sent for next day delivery, addressed to such party at the address
hereinafter specified, or (v) telecopied by facsimile transmission to such party at the telecopy number
listed below, provided that such transmission is confirmed by a machine generated confirmation
report indicating successful transmission on the date of such transmission.
Page 32 of 39
12.2 WESTPARK's Address. The address of WESTPARK for all purposes under this
Agreement and for all notices hereunder shall be:
Delivery: Mailing Address:
Westpark Group, LP Westpark Group, LP
Attn: Philip A. Baker Attn: Philip A. Baker
400 West Oak Street, Suite 200, P.O. Box 336
Denton, Texas 762019038 Denton, Texas 76202-0336
Telecopy: (940) 566-1591
Telephone: (940) 387-8711
with a copy to:
David M. Mellina, Esq.
Mellina and Larson, P.C.
777 Main Street, Suite 770
Fort Worth, Texas 76102
Telecopy: (817) 335-1221
Telephone: (817) 335-1200
12.3 RAYZOR's Address. The address of RAYZOR for all purposes under this
Agreement and for all notices hereunder shall be:
Delivery: Mailing Address:
Rayzor Investments, LTD Rayzor Investments, LTD
Attn: Philip A. Baker Attn: Philip A. Baker
400 West Oak Street, Suite 200, P.O. Box 336
Denton, Texas 762019038 Denton, Texas 76202-0336
Telecopy: (940) 566-1591
Telephone: (940) 387-8711
with a copy to;
David M. Mellina, Esq.
Mellina and Larson, P.C,
777 Main Street, Suite 770
Fort Worth, Texas 76102
Telecopy: (817) 335-1221
Telephone: (817) 335-1200
12.4 BC RAIL SPUR's Address. The address of BC Rail Spur for all purposes under this
Agreement and for all notices hereunder shall be:
Delivery: Mailing Address:
BC Rail Spur, LP BC Rail Spur, LP
Attn: Philip A, Baker Attn: Philip A. Baker
400 West Oak Street, Suite 200, P.O. Box 336
Denton, Texas 762019038 Denton, Texas 76202-0336
Telecopy: (940) 566-1591
Telephone: (940) 387-8711
Page 33 of 39
with a copy to:
David M. Mellina, Esq.
Mellina and Larson, P.C.
777 Main Street, Suite 770
Fort Worth, Texas 76102
Telecopy: (817) 335-1221
Telephone: (817) 335-1200
12.5 CITY's Address. The address of CITY for all purposes under this Agreement and
for all notices hereunder shall be:
City of Denton
City Hall East
601 E. Hickory, Suite B
Denton, Texas 76201
Attn: Paul Williamson
Telecopy: (940) 349-8951
Telephone: (940) 349-8910
With a copy to:
Ed Snyder, Deputy City Attorney
City of Denton
City Hall
215 E. McKinney
Denton, Texas 76201
Telecopy; (940) 382-7923
Telephone: (940) 349 8333
12.6 Title Company's Address. The address of Title Company for all purposes under this
Agreement and for all notices hereunder shall be:
Barbara Hutson
Republic Title of Fort Worth
420 Throckmorton, Suite 640
Fort Worth, Texas 76102
Telecopy: (972) 445-5047
Telephone: (817) 877-1481
Page 34 of 39
12.7 Change of Address. From time to time either party may designate another address
within the 48 contiguous states of the United States of America for all purposes of this Agreement by
giving the other party not less than fifteen (15) days' advance written notice of such change of
address in accordance with the provisions hereof.
Section 13. Entire A�ree_ment. This Agreement (including the exhibits hereto) contains the
entire agreement between WESTPARK, BC RAIL SPUR, RAYZOR and CITY, and no oral
statements or prior written matter not specifically incorporated herein shall be of any force and
effect. No variation, modification, or changes hereof shall be binding on either party hereto unless
set forth in a document executed by such parties or a duly authorized agent, officer or representative
thereof.
Section 14. Assi�ns. This Agreement shall inure to the benefit of and be binding on the parties
hereto and their respective legal representatives, successors and assigns; provided, however, no party
may assign its rights under this Agreement without the prior written consent of the other parties.
Section 15. Effective Date. `Iwhe date on which this Agreement is executed by the last to sign of
the parties shall be the "Effective Date" of this Agreement.
Section 16. Time of the Essence. Time is of the essence of this Agreement.
Section 17. Takin� Prior to Closing. If a portion of the properties subject to this Agreement
become subject to a taking under the provisions of eminent domain prior to the Closing, such party
shall have the option of: (i) closing this transaction as provided herein (with no reduction in
consideration), in which event the conveying party shall assign to the grantee at Closing all
condemnation proceeds, if any, as a result of such proceeding or (ii) terminating this Agreement by
giving the other parties written notice thereof within ten (10) days from the date such party receives
notice of such taking, in which event this Agreement shall be deemed null and void and the parties
hereto shall have no further obligations to or recourse against each other either under this Agreement
or otherwise (except for the obligations under Section 28 below and the indemnification obligations
under Section 7.2 above).
Section 18. Terminol�. The captions beside the section numbers of this Agreement are for
reference only and shall not modify or affect this Agreement in any manner whatsoever. Wherever
required by the context, any gender shall include any other gender, the singular shall include the
plural, and the plural shall include the singular.
Section 19. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
Section 20. Performance nf Agreement. The obligations under the terms of the Agreement are
performable in Denton County, Texas, and any and all payments under the terms of the Agreement
are to be made in Denton County, Texas.
Section 21. Venue. The parties hereto hereby consent that exclusive venue of any action brought
under this Agreement shall be in Denton County, Texas.
Page 35 of 39
Section 22. Severability. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
Section 23. Rule of Construction. The parties acknowledge that each party and its counsel has
reviewed and revised this Agreement, and the parties hereby agree that the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement or any amendments or exhibits hereto.
Section 24. Attornevs' Fees. If any action at law or in equity is necessary to enforce or interpret
the terms of this Agreement, the prevailing party or parties shall be entitled to reasonable attorneys'
fees, costs and necessary disbursements in addition to any other relief to which such party or parties
may be entitled.
Section 25. Business Davs. If the Closing Date or the day for performance of any act required
under this Agreement falls on a Saturday, Sunday or legal holiday, then the Closing Date or the day
for such performance, as the case may be, shall be the next following regular business day.
Section 26. Desi�nation of Reportin� Person. WESTPARK, RAYZOR, BC RAIL SPUR, and
CITY hereby designate the Title Company as the "Reporting Person" with respect to the transaction
contemplated under this Agreement for purposes of complying with the regulations set forth in 26
C.F.R. Section 1.6045-4(e)(5).
Section 27. Compliance With Section 6045(e) of the Tax Reform Act of 1986. Title Company
hereby agrees to (a) timely file returns with the Internal Revenue Service, on Form 1099-B or such
other forms as instructed by the Internal Revenue Service, showing the gross proceeds of each
transaction contemplated hereunder, the recipient thereof and such other information as the Internal
Revenue Service may by form or regulation require from time to time, and (b) furnish WESTPARK,
BC RAIL SPUR, R.AYZOR and CITY with a written statement showing the name and address of the
Title Company and the information shown on such returns with respect to each such transaction.
These returns shall be filed to ensure that the parties to these transactions will be in compliance with
Section 6045(e) of the Internal Revenue Code of 1986, as amended from time to time, and as further
set forth in any regulations promulgated thereunder.
Section 28. Confidentialitv/Return of Information.
28.1 No Disclosure. Except as otherwise provided in this Section 28, and subject to the
requirements of the Texas Public Information Act, being Chapter 552 of the Texas Government
Code (the "Act"), CITY, WESTPARK, RAYZOR, and BC RAIL SPUR shall not do any of the
following (nor permit their respective brokers, employees, officers, partners or agents to do any of
the following): (a) disclose or furnish to any person who is not a party to this Agreement or a broker,
employee, officer, partner or agent of a party to this Agreement, the Submission Materials and any
other Information supplied by one party to another pursuant to this Agreement, or obtained by or for
a party pursuant to this Agreement (including, without limitation, any the results of any Tests
Page 36 of 39
including, but not limited to, any environmental study, report or analysis); (b) issue any press
releases or other announcements regarding this Agreement or the transaction; or (c) use the
Information in party's business prior to the Closing, except in connection with the evaluation of the
acquisition of the properties.
28.2 Exceptions. This Section shall not prohibit a party (or an employee, officer, partner
or agent of a party) from making such disclosures regarding this Agreement, the terms and conditions
hereof, and the transaction: (i) to Title Company, as may be necessary in connection with the
opening, administration and closing of the transaction hereunder and issuance of the Title
Commitment (or any amendments thereto) and the Owner Policy contemplated by this Agreement;
(ii) to engineers, surveyors, appraisers, accountants and the like, but only to the limited extent
reasonably required to permit such persons to prepare surveys, reports and the like for delivery to a
party or Title Company pursuant to this Agreement, or in connection with any Tests under this
Agreement; (iii) as may be required in response to any Public Information Act Request, subpoena or
otherwise in connection with any litigation or arbitration with respect to the parties to this
Agreement, or as may be required by any regulatory agency having jurisdiction; (iv) to the parties'
respective attorneys; or (v) to prospective lenders or other providers of financing with respect to the
properties that are subject of this Agreement or the development thereof, or to brokers or investment
advisers working with a party in obtaining such investors or financing and if a party has applied to
any governmental or quasi-governmental entity for financing. Notwithstanding anything herein to
the contrary, the parties recognize that this Agreement will become a public document under the Act
once it is placed upon the City Council's agenda for approval. As such the parties understand and
agree that it will be available for review and copying by any member of the public. Such public
disclosure of this Agreement and its contents will not violate this Section.
Section 29. Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall, for all purposes, be deemed an original, but which together shall constitute one and
same instrument, and the signature pages from any counterpart may be appended to any other
counterpart to assemble fully executed documents, and counterparts of this Agreement may also be
exchanged via electronic facsimile machines and any electronic facsimile of any party's signature
shall be deemed to be an original signature for all purposes; provided, however, that any signature
pages transmitted by electronic facsimile shall nevertheless be followed by the exchange of hard
copy originals.
Section 30. Waiver. The waiver by any party of a breach of any provision of this Agreement
shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same
or another provision of this Agreement.
Page 37 of 39
IN WITNESS WHEREOF, this Agreement is hereby executed as of the Effective Date.
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
����������' � ���� ..� ��,�.�.� �
B ���"
�
Y•
Phil�ip A. ���.�° ��,r, Vice Pres
� ident
Date Executed: � °� ���� ��� �
BC RAIL SPUR L.P., a Texas limited partnership
By: BC Rail Spur GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
°"�� �`�
B °°� �"�'�.�����.��°��°��.,.,�. �„�m
yf ��.� ����
Phili A. B��: � ��. � �._
p � �, Vice President
,,," ��,-� �
Date Executed: � �'� �°�°' ���
RAYZOR INVESTMENTS, LTD, a Texas limited partnership
By: The Rayzor w,`�a������.��y, a Texas Corporation, its general partner
,�, �
�.
By. ��� �����,��� �f��,� ��"�����,��,n� � � ��
_. � .. . ...�.
Philip A. ��a� , Vice President
��� ���� �... �� � �
Date ��� �+�����rt���:c : � �,u
THE CITY OF DENTON, TEXAS
�,.
g ��' +� �� ° � ��t'F � � & ,�:. � � m
4 v'� / �� ,r
Y�._ __ � � '� --�...�
Howard Martin, [����wm•i °� C�l� Manager
Date Executed: "" � °�° �
Page 38 of 39
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
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BY���.... .. _.�.. . � �� �� � .. � �.m�_m.,.�,.� ti�_ .
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ; ��'"I���)RNEY
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By its execution �-���„���v, Title Company acknowledges receipt of: (1) an executed copy of this
Agreement. Title Company agrees to comply with and be bound by the terms and provisions of this
Agreement and to perform its duties pursuant to the provisions of this Agreement including without
limitation those terms relating to compliance with Section 6045(e) of the Internal Revenue Code of
1986, as amended from time to time, and as further set forth in any Regulations or forms
promulgated thereunder.
TITLE COMPANY:
REPUBLIC TITLE OF FORT WORTH
Attn: Barbara Hutson
420 Throckmorton, Suite 640
Fort Worth, Texas 76102
Telephone: (817) 877-1481
Telecopy: (972) 445-5047
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Page 39 of 39
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A � TACHMENT 1-A
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATUR.AL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
.
KNOW ALL PERSONS BY THESE PRESENTS:
WESTPARK GROUP, LP, a Texas limited partnership, hereinafter referred to as "Grantor",
for the sum of TEN AND NO/100 DOLLARS ($10,00) cash and other good and valuable
consideration to it paid by the receipt and sufficiency of which are hereby acknowledged and
confessed by the Grantee, herein named, has GRANTED, BARGAINED, SOLD, and
CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto THE
CITY OF DENTON, a Texas municipal corporation of the County of Denton, State of Texas, herein
referred to as "Grantee" all of that certain tract or parcel of land containing approximately 6,889
acres as more particularly described in Exhibit "A" attached hereto and made a part hereof by
reference, together with all improvements thereon, appurtenances thereto, and all of Grantor's right,
title, and interest, if any, in and to all roads, streets, alleys and easements belonging to or
appurtenant thereto (the "Property")
This conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances").
Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all of
the subsurface mineral rights of every kind and nature ("Reserved Resources"). Grantor waives and
releases, on behalf of Grantor and Grantor's successors and assigns, all rights of ingress and egress
and all other rights to enter upon or to use the surface of the Property or any part thereof for
purposes of exploring for, developing and/or producing the Reserved Resources in and under the
Property.
Grantor,
easement, rail
herewith,
concurrently herewith, as separate but related conveyances, is granting access
spur easement and street right-of-way, each instrument recorded of even-date
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and
assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
Permitted Encumbrances and Reserved Resources, unto Grantee, its legal representatives,
successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or
any part thereof by, through or under Grantor, but not otherwise.
WIT`NESS THE EXECUTION HEREOF as of the
GRANTOR:
day of _� _..��._.........._......��, 2006.
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
STATE OF TEXAS
COUNTY OF DENTON
Philip A. Baker, Vice President
.
.�
ACKNOWLEDGMENT
This instrument was acknowledged before me this day of
Philip A. Baker, Vice President of The Rayzor Company.
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
� �_,.......�_
My commission expires:
Page 2
2006 by
N�1F�
Bosis of beorings ore based ar
lhe norlh Ilne o/ Lol 1-R, Bfock A
o/ fhe Petabuilt Addilian, Recuded in
Cob. l/, Pg. .i69 of the P/o! Records
ol Denton �Counfy, �Texas � �
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p'', � ��\��� °�, Railrood Spur Eosemen� — �oL 1175, Pg. B55f
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Page 1 of ,2
�i�- �.R.S
railiaod track 6.889 ACRES
Rail Rood Easemenf to
,,�m,m,,Barworfh Corporation
voi 1175, Pg. 855 ��,� ��'�' JAMES PERRY SURVEY,
� m � ......0
�t�''� % ABSTRAC"� N0. 1040
_...._..... ���- ��;��'� � ___�..THOMAS TOBY
�. � �� � .� .�_.__
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� � �� g�1"�� � AB5TRACT N0. 1285
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LOt 1, BIOCk f
Westpark
Propased Cob. C, Pg. 127
�r�c: Eosemenl
, ��� �►�,� �:
DATE: 3/3/2004
SCALE: .._. _,......�
= 100'
CALC. BY: M.B.A.
DRAWN BY: M.B.A.
JDE N0. 600130489.1360.
NO.: 2311105
..._����_
2311105-SUBSTATION-BND.DWG
—� �� . OAD .�T�. 1 �.�
EXHIBIT A
6. 889 ACRES
in the
JAMES PERRY SURVEY, ABSTRACT N0. ]040
and the
THOdlAS TOBY SURVEY, ABSTRACT N0. 1285
CITY OF DENTON
DENTON CO UNTY, TEXAS
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Prolesvlarnal Land S�tvryaira
972-21l-9439 Fox 97?-22/—�675
220 Elm Sbeel, �ife 200 P.O. Box 54
LewisHlle, Texas 75067 ,�
EXHIBIT A
Page 2 of 2
DESCRIPTION
6.�89 ACRES
BI?,ING a tract of land situated in the James Perry Survey, Abstract No. 1040 and the Thomas Toby
Survey, Abstract No. 1285 Uenton County, Texas, and being a part of a t��act of land described by deed to
Suderman & Young Towing Company, Inc. as recorded under County Clei•k's File No. 97- R0001091 of
the Real Property Records of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a 1/2 inch u�on rod set in a south line of said Suderman & Young Towing Company, Inc.
tract and in the north line of Lot 1, Block 1 of Westpark Addition, an addition to the City of Denton as
recorded in Cabinet C, Page 127 of the Plat Records of Denton County, Texas, Records of Denton County,
Texas, same point being South 89 degrees 49 minutes 35 seconds West, a distance of 509.25 feet from a
1/2 inch iron rod found at the northeast corner of said Lot 1 and in the west line of Lot 1-R of Peterbuilt
Addition, an addition to the City of Denton as recorded in Cabinet U, Page 369 of the Plat Records of
Denton County, Texas;
TI-IENCE South 89 degrees 49 minutes 35 seconds West, with the north line of said Lot 1, a distance of
518.78 feet to a 1/2 inch iron rod set for corner;
TI-�NCE North 00 degrees 07 minutes 16 seconds West, over and across said Suderman & Young
Towing Company, Inc. tract and with the west line of a 16 foot Electric easement to the City of Denton as
recorded iri Volume 1287, Yage 681 of the Real Property Records of Denton County, Texas, Properry
Records of Denton County, Texas, a distance of 577.76 feet to a 1/2 inch iron rod set for corner;
T�IENCE North 89 degrees 49 minutes 00 seconds East, continuing over and across Suderman & Young
Towing Company, Inc. tract, a distance of 520.00 feet to a 1/2 inch iron rod set for corner;
T��NCE South 00 degrees 00 minutes 00 seconds West, continuing over and across Suderman & Young
Towing Company, Inc. tract, a distance of 577.85 feet to the POINT OF �3EUINNING and containing
6. �89 acres of land more or less, and being subject to any and all easements that may affect.
SURVEYOR'S CERTIFICATE:
'THE UNDERSIGNED DOES HEREBY CERTIFY THAT THIS SURVEY WAS THIS DAY MADE ON TI-�
GROUND OF THE PROPERTY LEGALLY DESCRIBED HEREON AND IS CORRECT, AND TO TI� BEST
OF MY KNOWLEDGE, THAT TI-IERE ARE NO VISIBLE DISCREPANCIES, CONFLICTS, SHORTAGES IN
AREA, BOUNDARY LINE CONFLICTS, ENCROACHMENTS, OVERLAPPING OF IMPROVEMENTS,
EASEMENTS OR RIGHT OF WAYS THAT I HAVE BEEN ADVISED OF EXCCPT AS SHOWN HEREON.
Aw���i�,�,,,.�'N„d.�,��.l:.r,�I, ���."� d�,�L..Y���ti�F�. .,r� ���y��4.Y4.Jr r 1 ,,,;_,ITtl�+�r# � 4�«M.1.' � �'N�J�..l��nll�4'.lY J.���LA��,4,.;.� L,,� ,�.L'1"'1.N,4^lil�[.:elM .F.�.*.^.
� � '� � 1 -� � r � l,.Y�Y.'M��1�n9�����...,...
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MICHAEL B. ARTHUR
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AT . ACHMENT 1-B
ACCESS EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
THAT, WESTPARK GROUP, LP (the "GRANTOR") for and in consideration of Ten
Dollars ($ 10.00), and other good and valuable consideration, to GRANTOR in hand paid by the
CITY OF DENTON, a municipal corporation, which is located in Denton County, Texas, and
whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted,
sold and conveyed and by these presents does grant, sell and convey unto GRANTEE an access
easement (the "ACCESS EASEMENT") in, over, under, through, across and along all that
certain lot, tract, or parcel of land situated in Denton County, Texas, and more particularly
described in Exhibit "A" and illustrated in Exhibit "B", both attached hereto and incorporated
into this document by reference (the "EASEMENT PROPERTY").
It is agreed that GRANTEE shall have the right to remove from the EASEMENT
PROPERTY such fences, buildings and other obstructions as my now be found upon said
EASEMENT PROPERTY for the purpose of access in, along, upon and across said premises.
GRANTEE, its agents, employees, workmen and representatives shall have ingress, egress, and
regress in, along, upon and across said premises for the purpose of access including the right, but
not the obligation, to establish and maintain road improvements ancillary to passage
(collectively, the "PERMITTED USES"). This ACCESS EASEMENT grant is specifically
provided as means of access to the 6.889 acre tract conveyed to GRANTEE of even date
herewith. GRANTEE shall have no right to fence or enclose such EASEMENT PROPERTY or
to use it for any purpose other than the PERMITTED USES set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to
occupy and use the above described EASEMENT PROPERTY for all other purposes that will
not materially interfere with the GRANTEE'S full enjoyment of the PERMITTED USES and its
exercise of its rights hereunder, including (i) the right of passage over the EASEMENT
PROPERTY, and (ii) the right, but not the obligation, to erect or maintain fences not more than 8
feet high across such EASEMENT PROPERTY, provided that gates or openings 12 feet wide or
more are installed therein (collectively, "GRANTOR FACILITIES"), to provide GRANTEE
reasonable access to all parts of such EASEMENT PROPERTY.
GRANTEE, at GRANTEE' S sole cost and expense, shall have the right to trim or remove
trees and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable
judgment of GRANTEE, to prevent possible interference with the PERMITTED USES or to
remove possible hazards thereto, together with the right to put gates in existing fences within
such EASEMENT PROPERTY; provided further that GR.ANTEE shall promptly remove from
the EASEMENT PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE' S
operations or occupancy of the EASEMENT PROPERTY pursuant to its rights under this
EASEMENT. The ACCESS EASEMENT as provided for herein is made on an"AS IS" basis,
and GR.ANTEE expressly acknowledges that, in consideration of the agreements of GRANTOR
herein, GRANTOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW as to the condition or suitability of the
EASEMENT PROPERTY for GRANTEE' S PERMITTED USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof
building structures do exist on the EASEMENT PROPERTY. These building structures may be
razed and disposed of by the GRANTEE, at GRANTEE's sole cost and discretion, with no
further payment to GRANTOR. GR.ANTEE shall have the right prevent the construction of
future buildings, structures, signs and obstructions on the EASEMENT PROPERTY, and if any
such buildings, structures, signs or obstructions are hereafter constructed or permitted by
GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of
GR.ANTEE, then GRANTEE shall have the right to remove the same and GRANTOR agrees to
pay to GR.ANTEE the reasonable actual cost of such removal.
The payment of consideration herein made includes any damage or loss to crops
sustained in the future by GRANTOR resulting from the GRANTEE'S PERMITTED USES in
accordance with the terms of the EASEMENT.
The EASEMENT shall constitute a covenant running with the land for the benefit of
GRANTEE, its successors and assigns. The rights hereby granted may not be assigned, either in
whole or in part, without GRANTOR' S prior written consent, which consent shall not be
unreasonably withheld.
In the event that GRANTOR provides and or facilitates an Alternative Access Tract to
the 6.889 acre electric substation tract through other lands, in a location acceptable to
GRANTEE, then GRANTEE, at GR.ANTEE'S sole cost and expense, shall petition for the
abandonment of the EASEMANT contemplated herein and substitute the Alternative Access
Tract within the body of the grant herein, such substitution shall not be unreasonably withheld.
TO HAVE AND TO HOLD the above EASEMENT unto GR.ANTEE, its successors and
assigns, and GRANTOR hereby warrants and forever agrees to defend the above described
EASEMENT unto GRANTEE, its successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof, by, through, or under GRANTOR,
and not otherwise, subject, however, to the rights of the owner or owners of any existing
easements or other encumbrances affecting the EASEMENT PROPERTY herein described.
WITNESS THE EXECUTION HEREOF as the day of yy w �„ 2006.
Page 2
GRANTOR:
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPax, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
STATE OF TEXAS
COUNTY OF DENTON
Philip A. Baker, Vice President
.
ACKNOWLEDGMENT
This instrument was acknowledged before me this day of
by Philip A. Baker; Vice President of The Rayzor Compariy.
Accepted this
day of ,�
Denton Texas
, (Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expires: _ �
2006
2006 for the City of
By:
Paul Williamson, Manager ......................
Real Estate and Capital Support
Page 3
� rthur Surveying Co., Inc.
�i+afessioz�ar La.ua surves-ors
Y.U. J3ox 54 -• Lawieville,l'exas 75(K�7
O[Tion: (972) 221-9439 -- Fax: (972) 221-4fi75
�?rIH1BIT A
70' Access Easement
James Perry Survey, Abstract No. 1040
City of Denton
Denton County, Texas
BEING all that certain lot, tract or parcel of land situated in the James Perry Survey, Abstract No. 1040,
City of Denton, Denton County, Texas, and being a part of that certain tract of land described in deed to
Suderman & Young Towing Company, Inc., recorded under County Clerk's File No. 97-R0001091 of the
Real Properiy Records of Denton County, Texas, and being more parkicularly described as fo�lows:
BEGINNNIlVG at a 1/2 inch iron rod found in the east line of said Suderman 8t Young Towing Company,
Inc. tract, said point being in the north line of Tract A of Better Tools Addition, an addition to the City of
Denton, Denton County, Texas, according to the plat thereof recorded in Volume 5, Page 8 of the Plat
Records of Denton County, Texas;
THENCE South 89 degrees 39 minutes 00 seconds West, along the north line of said Tract A, and passing
the northwest comer thereof, and continuing along said course over, across and through said Suderman &
Young Towing Company Inc, tract , a distance of 70.00 feet to a 1/2 inch iron rod with cap stamped
`ARTHUR SURVEYING COMPAIVY" set in the east line of Lot 1-R, Block A of Peterbilt Addition, an
addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet U,
Page 369 of the Plat Records of Denton County, Texas;
THENCE North 00 degrees 11 minutes 00 seconds West, along the east line of said Peterbilt Addition, a
distance of 71.24 feet to a 1/2 inch iron rod found, said point being at tlte beginning of a curve to the left;
THENCE Northwesterly, along the aforementioned curve, having a radius of 40,00 feet, and a central
angle of 89 degrces 59 minutes 50 seconds, and a arc length of 62.83 feet whose chord bears North 45
degrees 11 minutes OS seconds West, a distance of 56.57 feet to a 1/2 inch iron rod in the north line of said
Peterbilt Addition;
THENCE South 89 degrees 49 minutes 00 seconds West, along the north line of said Peterbilt Addition,
and passing at a distance of 507.87 feet a 1/2 inch iron rod found at the northwest comer thereof, and
continuing along said course, over, across and through said Suderman & Young Towing Company, Inc. a
total distance of 2184.66 feet to a 1/2 inch iron rod with cap stamped `ARTHUR SUR I�EYING
COMPANY" set for comer;
THENCE North 00 degrees 00 minutes 00 seconds East, continuing across said Suderman & Young
Towing Company, Inc. tract, a distance of 70.00 feet to a 1/2 inch iron rod with cap stamped `ARTHUR
SURVEYING COMPANY" set for corner,
THENCE North 89 degrees 49 minutes 00 seconds East, continuing across said Sudernian & Young
Towing Company Inc., tract, a distance of 2294.43 feet to a 1/2 inch iron rod with cap stamped `:4RHTUR
SURVEYING COMPAIVY" set in a west line of that certain tract of land described in deed to Rayzor
Investments, Ltd, recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas;
THENCE South 00 degrees 11 minutes 00 seconds East, along the aforementioned west line of said
Rayzor Investments tract, a distance of 181.04 feet to the POINT OF �E�I�;PV:�1tifG and contauung 3.874
acres of land, more or less.
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�r''�IBI?' B JAMES PERRY SURVEY� Page 2 of 2
70' ACCESS EASEMENT ABSTRACT N0. 1040 �
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(F.M. RDAD NO. 1515)
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lhe nath line of Lat 1—R, 81ock A
of fhe Peterbuilt Addition, Recarded in
Cab. U, Pg. 369 of the Plat Records
of Denton Caunty, Texas
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EXHIBIT
70' ACCESS EASEMENT
in ihe
JAMES PERRY SURVEY, ABSTRACT N0. 1040
CITY OF DENTON
DENTON CO UNTY, TEXAS
C:\Clty of Dmton 2005\Wesi Denion 738K Electrlc Trens.600130488.60012648,600129488\dwg\70f1 Access Esmt to Sub Sta.dwg 10/13/2005 1:38:30 PM CDT
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�a�"c�; ��7�i �� � —���� -ex; ���f � 1 �4��
AT � ACHMENT 1-C
ELECTRIC UTILITY EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
THAT, WESTPARK GROUP, LP, a Texas limited partnership, (the "GRANTOR") for and in
consideration of Ten Dollars ($ 10.00), and other good and valuable consideration, to GRANTOR in hand
paid by the CIT'1' OF DENTON, a municipal corporation, which is located in Denton County, Texas, and
whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold and
conveyed and by these presents does grant, sell and convey unto GRANTEE an easement and right of
way (collectively, the "EASEMENT") for the purpose of erecting, operating, maintaining and servicing
thereon one or more electric power and/or communication lines, each consisting of a variable number of
wires, cables, and all necessary or desirable appurtenances, attachments and complete supporting
structures, including foundations, guy wires and guy anchorages, and structural components (collectively,
the "LINES") in, on, over, under, and across that real property situated in Denton County, Texas, being a
tract of 4.058 acres and being more particularly described and illustrated in E�chibit "A attached hereto
and incorporated into this document by reference (the "EASEMENT PROPERTY").
GRANTEE shall have the right to construct, operate, improve, reconstruct, increase or reduce the
capability, repair, relocate, inspect, patrol, maintain or remove such LINES within such EASEMENT
(collectively, the "PERMITTED USES") as GRANTEE may from time to time find necessary,
convenient or desirable to erect thereon or install therein and all rights necessary or convenient for full
use of the above grant, including reasonable access over, across and upon the above referenced
EASEMENT PROPERTY to the extent such access does not materially affect GRANTOR'S use of such
EASEMENT PROPERTY as permitted herein. GRANTEE shall have no right to fence or enclose such
EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to occupy and
use the above described EASEMENT PROPERTY for all other purposes that will not materially interfere
with the GRANTEE'S full enjoyment of the PERMITTED USES and its exercise of its rights hereunder,
including without limitation (i) the right of passage over the EASEMENT PROPERTY, (ii) the right to
use the surface of the EASEMENT PROPERTY for parking, driveways, sidewalks, and landscaping and
(iii) the right, but not the obligation, to erect or maintain fences not more than 8 feet high across such
EASEMENT PROPERTY, provided that gates or openings 12 feet wide or more are installed therein
(collectively, "GRANTOR FACILITIES"), to provide GRANTEE reasonable access to all parts of such
EASEMENT PROPERTY; provided further that all such GRANTOR FACILITIES shall be properly
grounded in accordance with electrical industry standards and shall be so constructed as to maintain
minimum clearances from GRANTEE'S LINES as reyuired by applicable laws.
GRANTOR acknowledges the EASEMENT is exclusive, so as to exclude all other utility
providers; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to otherwise use
the EASEMENT PROPERTY so long as such use does not unreasonably interfere with GRANTEE'S
PERMITTED USES and its rights hereunder. GRANTEE acknowledges that such other utility providers
will be permitted, with GRANTEE'S written consent, to construct, operate, maintain, repair, replace and
remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY
perpendicularly or as otherwise permitted by GRANTEE in writing, in such manner as will not to
interfere with GRANTEE'S LINES.
GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees
and shrubbery on the EASEMENT PROPERT'Y to the extent necessary, in the reasonable judgment of
GRANTEE, to prevent possible interference with the operation of such LINES or to remove possible
hazards thereto, together with the right to put gates in existing fences within such EASEMENT
PROPERTY; provided further that GRANTEE shall promptly remove from the EASEMENT
PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE'S operations or occupancy
of the EASEMENT PROPERTY pursuant to its rights under this EASEMENT. The EASEMENT for the
EASEMENT PROPERTY as provided for herein is made on an "AS IS" basis, and GRANTEE expressly
acknowledges that, in consideration of the agreements of GRANTOR herein, GRANTOR MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW as to the condition or suitability of the EASEMENT or the EASEMENT PROPERTY for
GRANTEE'S PERMITTED USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof, no
buildings and/or structures exist on the EASEMENT PROPERTY. GRANTEE shall have the right to
prevent the construction of buildings, structures, signs and obstructions on the EASEMENT PROPERTY,
and if any such buildings, structures, signs or obstructions are hereafter constructed or permitted by
GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE,
then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the
reasonable actual cost of such removal.
The payment of consideration herein made includes any damage or loss to crops sustained in the
future by GR.ANTOR resulting from the GRANTEE'S construction, reconstruction, repair, replacement,
operation, maintenance or servicing of the LINES in accordance with the terms of the EASEMENT.
The EASEMENT shall constitute a covenant running with the land for the benefit of GRANTEE,
its successors and assigns. The rights hereby granted may not be assigned, either in whole or in part,
without GRANTOR'S prior written consent, which consent shall not be unreasonably withheld.
TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns,
and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto
GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof, by, through, or under GRANTOR, and not otherwise, subject, however, to
the rights of the owner or owners of any existing easements or other encumbrances affecting the
EASEMENT PROPERTY herein described.
WITNESS THE EXECUTION HEREOF as the day of m_ r� 2006.
Page 2
GRANTOR:
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged befare me this day of _�4, 2006 by Philip
A. Baker, Vice President of The Rayzor Company.
Accepted this e_,__ day of
(Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
,..�
My commission expires: �
:
Page 3
2006 for the City of Denton, Texas
Paul Williamson, Manager
Real Estate and Capital Support
EXHIBIT A
Page 1 of 2
VARIABLE WIDTH ELECTRIC EASEMENT
in the
JAMES 1'ERRY SURVEY, ABSTRACT N�. 1040
and the
THONIAS TOBY SURVEY, ABSTRACT N0.1285
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract af land situated in the James Perry Survey, Abstract No. 1040 and the Thomas
Toby Survey, Abstract No. 1285 ���t�ca �"���t�4y, '�+����, ,�nd bein�, �����. a�"� tr��� �afl;��t�i
described by deed to Suderman �: Y�a�a�� 1"r�wixa� +C�n���a��, Inc. ,�,� a"���s-�l��l r����r +����rt��'
Clerk's File No. 97-R0001091 of the Real Proper�� ;�.����'�� of D��tc��� C������ �"����, �nc� being
more particularly described as follows:
BEGINNING at a 1/2 inch iron rod set at a southeast corner of said Suderman & Young Towing
Company, Inc, tract and at the southwest corner of Lot 1, Block 1 of Westpark Addition, an
addition to the City of Denton as recorded in Cabinet C, Page 127 of the Plat Records of Denton
County, Texas, same point being in the north line of Airport Road also Known as F.M. Road No.
1515, same point being South 89 degrees 25 minutes 04 seconds West, a distance of 1100.03 feet
from a 1/2 inch iron rod found at the southeast carner of said Lot 1 and at the southwest corner of
Lot 1-R of Peterbuilt Addition, an addition to the City of Denton as recorded in Cabinet U, Page
369 of the Plat Records of Denton County, Texas;
'TI�NCE South 89 degees 25 minutes 04 seconds West, with the north line of said A.irport
Road, a distance of 50.78 feet to a 1/2 inch iron rod set for corner;
THENCE over and aeross said Suderman & Young Towing Company, Inc, tract, the following
courses and distances:
North 00 degrees 08 minutes 55 seconds West, a distance of 2660.83 feet to a 1/2 inch iron rod
set for corner;
North 89 degrees 49 minutes 00 seconds East, a distance of 123.03 feet to a 1/2 inch iron rod set
in the west line of a 16 foot Electric Easement to the City of Denton as recorded in Volume
1287, Page 631 of the Real Property Records of Denton County, Texas;
South 00 degrees 07 minutes 16 seconds East, with the west line of said 16 foot Electric
Easement, a distance of 577.76 feet to a 1/2 inch iron rod set in the north line of said Lot 1;
THENCE South 89 degrees 49 minutes 35 seconds West, with the north line of said Lot 1, a
distance of 71.97 feet to a 1/2 inch iron rod set at the northwest corner of said Lot 1;
THENCE South 00 degrees 08 minutes 55 seconds East, with the west line of said Lot 1 and an
east line of said Suderman & Young Towing Company, Tnc. tract, a distance of 2082.74 feet t�
the PO1NT OF BEGINNING and containing 4.058 acres of land more or less. �� ����
...... M. � �..
A� B. ARTHU�
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EXHIBIT A
JAMES PERRY SURVEY,
ABSTRACT N0. 1040
THOMAS�TOBY SURVEY,
ABSTRACT N0. 1285
123.03' � � ��,.rv Page �2 of 2
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�ti1Y
NO lE•
Basis ol bearings a�e bosed on
the na�th Ilne a/ Lo! !-R, Block a T�r° ������� fasem�rf !o
o/ fhe PeleibuJf Addiffon, Reco��ed rn ��
Cob. fl, Pg. J69 of fhe Plat Recorde �� Cify oI �era�a�a---
o/ Oenton County, rexos. �Q�� �a I287, Pg. 681
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"��'��� 0 9� �
��� �� 4�`e �' 16' Electric Easemenf to fheT
,�,�,�'� ����� 5 Cfty of Denton
�oG 1287, Pg. 681
�ARIABLE W1DTH
ELECTRIC EASEMENT
4. 058 ACRE
�...
` EXHIBIT
�'� � VARIABLE WID TH
ELECTRIC EASEMENT
In the
JAME'S' PERRY SURVEY, ABSTRACT N0.
and the
*�'�I�c1r��.�" 1'�i � Y �"C'.��' �"1^�'.� � � �' �,�� �"�' N"C�',
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(C.,U.) � CON7ROL!!NC AILWU.NEN�
AIRPOR T ROAD
(F.M. ROAD NO. 15151
3/1 /20C�E
DATE , ..�.._�, � ...�........._.. ..........�
SCALE• 1°= 30G
CALC. BY� �M•B.A.
_. . �..�...,,,,,.�...
DRAWN BY: M.B.A.
JDE NO.: 6001.30489.1 J60.3500
JOB NO.: 2311105 �
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71. 97'
Lot 1, Block 1
Westpark
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Professional Land Surveyozs
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972-211-94J9 Fax 972-221-4675
220 Elm Street, Sui1e 200 P.O. Bax 54
Lewisville, reras 75067
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�-. �'TACHMENT 1-D
ELECTRIC UTILITY EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS §
§ KNOWN ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
THAT, WESTPARK GROUP, LP, a Texas limited partnership, (the "GRANTOR") for and in
consideration of Ten Dollars ($ 10.00), and other good and valuable consideration, to GRANTOR in hand
paid by the CITY OF DENTON, a municipal corporation, which is located in Denton County, Texas, and
whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has granted, sold and
conveyed and by these presents does grant, sell and convey unto GR.ANTEE an easement and right of
way (collectively, the "EASEMENT") for the purpose of erecting, operating, maintaining and servicing
thereon one or more electric power and/or communication lines, each consisting of a variable number of
wires, cables, and all necessary or desirable appurtenances, attachments and complete supporting
structures, including foundations, guy wires and guy anchorages, and structural components (collectively,
the "LINES") in, on, over, under, and across that real property situated in Denton County, Texas, being a
tract of 3.746 acres and being more particularly described and illustrated in Exhibit "A attached hereto
and incorporated into this document by reference (the "EASEMENT PROPERTY").
GRANTEE shall have the right to construct, operate, improve, reconstruct, increase or reduce the
capability, repair, relocate, inspect, patrol, maintain or remove such LINES within such EASEMENT
(collectively, the "PERMITTED USES") as GRANTEE may from time to time find necessary,
convenient or desirable to erect thereon or install therein and all rights necessary or convenient for full
use of the above grant, including reasonable access over, across and upon the above referenced
EASEMENT PROPERTY to the extent such access does not materially affect GRANTOR' S use of such
EASEMENT PROPERTY as permitted herein. GRANTEE shall have no right to fence or enclose such
EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to occupy and
use the above described EASEMENT PROPERTY for all other purposes that will not materially interfere
with the GRANTEE'S full enjoyment of the PERMITTED USES and its exercise of its rights hereunder,
including without limitation (i) the right of passage over the EASEMENT PROPERTY, (ii) the right to
use the surface of the EASEMENT PROPERTY for parking, driveways, sidewalks, and landscaping and
(iii) the right, but not the obligation, to erect or maintain fences not more than 8 feet high across such
EASEMENT PROPERTY, provided that gates or openings 12 feet wide or more are installed therein
(collectively, "GRANTOR FACILITIES"), to provide GRANTEE reasonable access to all parts of such
EASEMENT PROPERTY; provided further that all such GRANTOR FACILITIES shall be properly
grounded in accordance with electrical industry standards and shall be so constructed as to maintain
minimum clearances from GRANTEE'S LINES as required by applicable laws.
GRANTOR acknowledges the EASEMENT is exclusive, so as to exclude all other utility
providers; provided, however, the EASEMENT is nonexclusive as to GRANTOR' S right to otherwise use
the EASEMENT PROPERT'Y so long as such use does not unreasonably interfere with GRANTEE'S
PERMITTED USES and its rights hereunder. GRANTEE acknowledges that such other utility providers
will be permitted, with GRANTEE'S written consent, to construct, operate, maintain, repair, replace and
remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY
perpendicularly or as otherwise permitted by GRANTEE in writing, in such manner as will not to
interfere with GRANTEE'S LINES.
GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees
and shrubbery on the EASEMENT PROPERT'Y to the extent necessary, in the reasonable judgment of
GRANTEE, to prevent possible interference with the operation of such LINES or to remove possible
hazards thereto, together with the right to put gates in existing fences within such EASEMENT
PROPERTY; provided further that GRANTEE shall promptly remove from the EASEMENT
PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE'S operations or occupancy
of the EASEMENT PROPERTY pursuant to its rights under this EASEMENT. The EASEMENT for the
EASEMENT PROPERTY as provided for herein is made on an "AS IS" basis, and GRANTEE expressly
acknowledges that, in consideration of the agreements of GRANTOR herein, GRANTOR MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW as to the condition or suitability of the EASEMENT or the EASEMENT PROPERTY for
GRANTEE'S PERMITTED USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof, no
buildings and/or structures exist on the EASEMENT PROPERT'Y. GRANTEE shall have the right to
prevent the construction of buildings, structures, signs and obstructions on the EASEMENT PROPERTY,
and if any such buildings, structures, signs or obstructions are hereafter constructed or permitted by
GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE,
then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the
reasonable actual cost of such removal.
The payment of consideration herein made includes any damage or loss to crops sustained in the
future by GRANTOR resulting from the GRANTEE'S construction, reconstruction, repair, replacement,
operation, maintenance or servicing of the LINES in accordance with the terms of the EASEMENT.
The EASEMENT shall constitute a covenant running with the land for the benefit of GRANTEE,
its successors and assigns. The rights hereby granted may not be assigned, either in whole or in part,
without GRANTOR'S prior written consent, which consent shall not be unreasonably withheld.
TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns,
and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto
GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof, by, through, or under GRANTOR, and not otherwise, subject, however, to
the rights of the owner or owners of any existing easements or other encumbrances affecting the
EASEMENT PROPERTY herein described.
WITNESS THE EXECUTION HEREOF as the day of _„ _ ,�� 2006.
Page 2
GRANTOR:
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of
A. Baker, Vice President of The Rayzor Company.
Accepted this , day of
(Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
__www �....�.......
My commission expires: �
I:
Page 3
2006 by Philip
2006 for the City of Denton, Texas
Paul Williamson, Manager
Real Estate and Capital Support
EXHIBIT A
Page 1 of 2
70' ELECTRIC EASEMENT
in the
JAMES PERRY SURVEY, ABS'I'RACT NO. 1040
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract of land situated in the James Perry Survey, Abstract No. 1040, Denton County,
Texas, and being a paxt of a tract of land described by deed to Suderman & Young Towing
Company, Inc. as recorded under County Clerk's File No. 97-R0001091 of the Rea1 Property
Records of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod set in the east line of fihe remainder of said Suderman &
Young Towing Company, Inc. tract in a west line of a tract of land described by deed to Rayzor
Investments, Ltd. as recorded in Volume 1796, Page 601 of the Real Property Records of
Denton County, Texas, same being North 00 degrees 11 minutes 00 seconds East, a distance of
111.04 feet from a 1/2 inch iron rod found at the northwest corner of Tract A of Better Tools
Addition, an addition to the City of Denton as recorded in Cabinet 5, Page 8 of the Plat Records
of Denton County, Texas;
THENCE South 89 degrees 49 minutes 00 seconds West, over and across said Suderman &
Young Towing Company, Inc. tract, a distance of 50,00 feet to a 1/2 iron rod set for corner;
THENCE South 00 degrees 11 minutes 00 seconds East, continuing across said Sudderman &
Young Towing Company, Inc. tract, a distance of 111,18 feet to a 1/2 inch iron rod set for
� corner;
TI�NCE South 89 degrees 39 minutes 00 seconds West, continuing across said Sudderman &
Young Towing Company, Inc. tract, a distance of 20.00 feet to a 1/2 inch iron rod set in a
westerly line of said Sudderman & Young Towing Company, Inc. tract, same being the east line
of Lot 1-R, Block A of Peterbilt Addition, an addition to the City of Denton as recorded in
Cabinet U, Page 369 of the Plat Records of Denton County, Texas;
THENCE North 00 degrees 11 minutes 00 seconds West, along the east line of said Peterbilt
Addition, a distance of 71.24 feet to a 1/2 inch iron rod found at the beginning a curve to the left;
TT�NCE Northwesterly, along said curve to the left having a radius of 40.00 feet, with a central
angle of 89 degrees 59 minutes 50 seconds, and an arc length of 62.83 feet, whose chord bears
North 45 degrees 11 minutes OS seconds West, a distance of 56.57 feet, to a 1/2 inch iron rod
found in the north line thereof;
THENCE South 89 degrees 49 minutes 00 seconds West, along the north line of said Peterbilt
Addition, and passing at a distance of 1676.79 feet a 1/2 inch iron rod found at the northwest
corner thereof and continuing over, across and through said Sudderman & Yaung Towing
Company, Inc. tract, a total distance of 2184.66 feet to a 1/2 inch iron rod set for corner;
EXHIIBIT A
TI-�NCE North 00 degrees 00 minutes 00 seconds West, continuing over and across said
Suderman & Young Towing Company, Inc. tract, a distance of 70.00 feet to a 1/2 inch iron rod
set for corner;
TI�NCE North 89 degrees 49 minutes 00 seconds East, continuing over and across said
Suderman & Young Towing Company, Inc. tract, a distance of 2294.43 feet to a 1/2 inch iron
rod set in the west line of said Rayzor investment tract;
TI�NCE South 00 degrees 11 minutes 00 seconds West, with the west line of said Rayzor
investment tract, a distance of 70.00 feet to the POINT OF BEGINNiNG and containing 3.746
acres of land more or less.
���;.,. .���
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EXHIBIT A
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9
70' ELECTRIC EASEMENT
3 746 ACRES
a
�
�- �� - .�
�, �z-m��-_�s�s���s_�
Lot 1, Block 1
Westpark �
Cab. C, Pg. 127 N
JAMES PERRY SURVEY,
ABSTRACT N0. 1040
Page 2 of 2
��� ���� �� �� ��
Razor !n vesfin en fs, L td. ��� :�s- ��
I/ol. 9796, Pg. 601 �� ��' � �" � � ���� S00%1'00"E
2294. 43' ��� � ����
°�° 1676 79'
2184.66' ���'��'OO�W R=40. � �
L=62. ��;�
���'�� N 0071'00� W �
������� �� 71.24'
Q� Suderman & Young
� P � ��� Towinq Campony, Inc. �
��,�� Q�' 1 Clerk s �le No.
�_ �____ �� -------L____��q� 97—R0001091
,���, �.��•m�-��-_���a_Q
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�,�a.j ���' � �vo
I/2" LR.F.
(GM.J
AIRPQRT ROAD
(F:M. ROA.D NO. 1515)
N07E
Basis of bearings are bosed on
tbe nwth line o/ Lot 1—R, Block A
of the Petertu+7t Aa�iition, Recorded in
Cob. U, Pg. 369 of the Plot Records
of Denton County, Tezas
DATE: 12/02/05
SCALE: 1 °= 300
CALC. BY: M.B.A_
DRAWN BY: M.B.A./T.M.
JDE NO.: 600130489_1360.3500
JOB NO.: 2311105
*� 2311105—�KIB-7.dwg
17' Rai7 ►�bod Easement
Gent's FRe Na 96—ROOi5342
�� � �
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�
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`� ��� � 50.00'
��' LR.F.
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EXHIBIT
70' ELECTRIC EASEMENT rthUr r
I� the Su veying Co., Inc.
JAMES PE14RY SURVEY, ABSTRACT N0. 1040 Professional Land Surveyors
CITY OF DENTON 972-221-94,�9 Fax 972-221-4675
DENTON CO UNTY, TEXAS 220 Elm Streef, Suife zoo P.O. Bax 54
Lewisvi!!e, Texas 75067
A � . �ACHMENT 1-E
TEMPO��q,1�Y CQNSTRUCTION i��A�_F.MENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
1NSTRUMENT BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
.
KNOWN ALL MEN BY THESE PRESENTS:
THAT, WESTPARK GROUP LP, a Texas limited partnership, (hereinafter collectively
referred to as the "GRANTOR") for and in consideration of Ten Dollars ($ 10.00), and other
good and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a
municipal corporation, which is located in Denton County, Texas, and whose mailing address is
215 E. McKinney, Denton, Texas 76201 ("GRANTEE"), the receipt and sufficiency of which
are hereby acknowledged, has granted, sold and conveyed and by these presents does grant, sell
and convey unto GRANTEE a temporary construction easement (the "TEMPORARY
CONSTRUCTION EASEMENT") in, over, under, through, across and along all that certain
lot, tract, or parcel of land situated in Denton County, Texas, being a tract more particularly
described and illustrated in Exhibits "A" and "B" attached hereto and incorporated into this
document by reference (the "EASEMENT PROPERTY").
It is agreed that GRANTEE shall have the right to remove from the EASEMENT
PROPERTY such fences, buildings and other obstructions as my now be found upon said
EASEMENT PROPERTY for the purpose of temporary construction activities related to the
West Electric Transmission Power Line Project in, along, upon and across said premises.
GRANTEE, its agents, employees, workmen and representatives shall have ingress, egress, and
regress in, along, upon and across said premises for the purpose of temporary construction
(collectively, the "PERMITTED USES"). GRANTEE shall have no right to fence or enclose
such EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES
set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to
occupy and use the above described EASEMENT PROPERTY for all other purposes that will
not materially interfere with the GRANTEE'S full enjoyment of the PERMITTED USES and its
exercise of its rights hereunder, including the right of passage over the EASEMENT
PROPERTY.
GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove
trees and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable
judgment of GRANTEE, to prevent possible interference with the PERMITTED USES or to
remove possible hazards thereto, together with the right to put gates in existing fences within
such EASEMENT PROPERTY; provided further that GRANTEE shall promptly remove from
the EASEMENT PROPERTY tree limbs, cuttings and other debris resulting from GR.ANTEE' S
operations or occupancy of the EASEMENT PROPERTY pursuant to its rights under this
EASEMENT. The TEMPOR.ARY CONSTRUCTION EASEMENT as provided for herein is
made on an "AS IS" basis, and GRANTEE expressly acknowledges that, in consideration of the
agreements of GRANTOR herein, GRANTOR MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW as
to the condition or suitability of the EASEMENT PROPERTY for GRANTEE'S PERMITTED
USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof
building structures do exist on the EASEMENT PROPERTY. These building structures may be
razed and disposed of by the GR.ANTEE, at GRANTEE's sole cost and discretion, with no
further payment to GRANTOR.
The payment of consideration herein made includes any damage or loss to crops
sustained in the future by GRANTOR resulting from the GRANTEE' S PERMITTED USES in
accordance with the terms of the TEMPORARY CONSTRUCTION EASEMENT.
The TEMPORARY CONSTRUCTION EASEMENT shall constitute a covenant running
with the land for the benefit of GRANTEE, its successors and assigns. The rights hereby granted
rnay not be assigned, either in whole or in part, without GRANTOR' S prior written consent,
which consent shall not be unreasonably withheld.
The terms of the TEMPORARY CONSTRUCTION EASEMENT shall expire on
December 31, 2008 or one year after commencement of the actual Construction Activities within
the TEMPORARY CONSTRUCTION EASEMENT, whichever occurs first. Upon expiration of
the easement grant herein, at the request of GRANTOR, GR.ANTEE shall provide GRANTOR
an instrument of release, in recordable form, evidencing termination of the TEMPORARY
CONSTRUCTION EASEMENT.
Prior to the expiration of the terms of this TEMPOR.ARY CONSTRUCTION
EASEMENT, GRANTEE shall: (i) remove all debris, surplus material and construction
equipment from the EASEMENT PROPERTY, (ii) back-fill, smooth and level the surface of the
EASEMENT PROPERTY so that the surface is restored and maintained to the same grade or
level and topography as GRANTOR's land abutting both sides of the EASEMENT PROPERTY
and (iii) reseed the EASEMENT PROPERTY, as necessary, with native grass sufficient to
prevent erosion.
..................W Y . �..� 2006.
WITNESS THE EXECUTION HEREOF as the LLLL da of
Page 2
GRANTOR:
WESTPARK GROUP LP, a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of ._ m� 2006
by Philip A. Baker, Vice President of The Rayzor Company, on behalf of Westpark GenPar
LLC.
Accepted this
._ day of �..
Denton, Texas (Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expires: � �
2006 for the City of
BY� �..�............� ___ ................_...... ..�. �
Paul Williamson, Manager
Real Estate and Capital Support
Page 3
���,„ �
��� �µ� rthur Sur�eying Co., I nc.
� ��
�ro�'essio�� .L.aYxd Srsr�e�ors
P,(J. IIca� 54 ��• :Lc:wisvillL, Tc;�HS 75067
Office: (972)°�°�1-�43� �• I��t�: (972} 22Y-4C75
EXHIBIT A
50' TEMPORARY CONSTRUCTION EASEMENT
4.827 ACRES
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING all that certain lot, tract or parcel of land situated in the John Davis Survey, Abstract Number 326
and the James Perry Survey, Abstract Number 1040 in the City of Denton, Denton County, Texas, and
being a 50 foot Temporary Construction Easement out of that certain tract of land described in deed to
Westpark Group, LP as recorded under Instrument Number 2006-40956 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:
BEGINNING at a point for corner in the south line of said Westpark Group tract and in the north line of
Airport Road, said point being South 89 degrees 25 minutes 04 seconds West a distance of 100.78 feet
from the southwest corner of Lot 1, Block 1 of Westpark, an addition to the City of Denton, Denton
County, Texas, according to the plat thereof recorded in Cabinet C, Page 127 of the Plat Records of Denton
County, Texas;
THENCE North 00 degrees 08 minutes 55 seconds West, over, through and across said Westpark Group
tract, a distance of 2,711.18 feet to a point for corner;
THENCE North 89 degrees 49 minutes 00 seconds East, a distance of 967.12 feet to a point for corner at
the southwesterly corner of that certain tract of land described in deed to Rayzor Investments, Ltd. as
recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas, said point being the
beginning of a non-tangent curve to the left having a radius of 50.00 feet;
THENCE with said curve an arc length of 64.27 feet with a central angle of 73 degrees 39 minutes OS
seconds whose chord bears South 53 degrees 21 minutes 10 seconds East a distance of 59.94 feet to a point
for corner;
THENCE North 89 degrees 49 minutes O1 second East, along the south line of said Rayzor tract, a
distance of 1,972.34 feet to a point for corner, said point being an inner ell corner thereof;
THENCE South 00 degrees 1] minutes 00 seconds East, a distance of 14.06 feet to a point for corner in a
west line of said Rayzor tract;
THENCE South 89 degrees 49 minutes 00 seconds West, over, through and across aforementioned
Westpark Group tract, a distance of 2,937.47 feet to a point for corner;
THENCE South 00 degrees 08 minutes 55 seconds East, a distance of 2,660.83 feet to a point for corner in
the north line of said Airport Road;
THENCE South 89 degrees 25 minutes 04 seconds West, along the north line of said Airport Road, a
distance of 50.00 feet to the POINT OF BEGINNING, and containing 4.827 acres of land, more or less.
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JAMES PERRY, ABSTRACT N0. 1440
JOHN DAVBS, ABSTRACT N0. 326
Lot 1—R, Block A
Peterbilt Addition
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EXHIBIT B
50' Temporarp Construction Esmt.
� 4.827 Acres
John Davis Survep, Abst. No. 326
Ja.mes Perrp Survey, Abst. No. 1040
Citp of Denton
Denton County, Tezas,
�� rthur Surve in Co., I nc.
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� Professional Land Surveyors
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972-22I -9439 — Fa�c 972-221 �675
500 _� 500 Feet zzo Fam s��t, su�re zao - P_o. sOX sa
� � - � -- Lewisville, Texas 75067 �
A-► 'ACHMENT 1-F
STREET RIGHT-OF-WAY DONATION DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
COUNTY OF DENTON
,
KNOW ALL MEN BY THESE PRESENTS:
THAT WESTPARK GROUP, L.P., a Texas limited partnership, and THE UNIVERSITY
OF NORTH TEXAS, both of Denton County, Texas, (whose mailing addresses are 400 West Oak
Street, Suite 200, Denton, Texas, 76201 and P.O. Box 310500, Denton, Texas, 76203-500 respectively)
whether one or more, hereinafter called "Grantor," for and in consideration of the sum of TEN
DOLLARS ($10.00) and other good and valuable consideration to Grantors in hand paid by the CITY
OF DENTON, TEXAS, a home rule municipal corporation, hereinafter called "Grantee," the receipt
and sufficiency of which is hereby acknowledged, and for which no lien is retained, express or implied,
does GRAN`T, GIVE and CONVEY unto the Grantee all of that certain tract or parcel of land
containing approximately 0.638 acre of land, situated in the City of Denton, Denton County, Texas, as
more particularly illustrated in Exhibit "A" and as described in Exhibit "B"b both of which are attached
hereto and made a part hereof for all purposes, together with all improvements situated thereon and all,
and singularly the rights and appurtenances thereto and any and all right, title and interest of Grantor in
and to any adjacent streets, alleys or rights-of-way, hereinafter collectively called the "Properly."
It is acknowledged and agreed that Grantee is acquiring the Property for the purpose of
permitting Grantee or its agents or assigns to construct, maintain, repair and operate thereon street,
highway, right-of-way, drainage improvements, utilities and other related improvements. Grantor
hereby waives any and all right for compensation for the property interests conveyed to Grantee
hereunder, including without limitation, the right or claim to severance damages, or any damages to, or
diminution in value of, other lands belonging to Grantor, that may be claimed or asserted by virtue of
such acquisition of the Property by Grantee.
Grantor hereby retains and reserves, for Grantor and its successors and assigns forever, all of
the, oil, gas, casing-head gas, and all subsurface minerals of every kind and nature ("Reserved
Resources") in and under, and that may be produced from, the Property. Grantor waives and releases,
on behalf of Grantor and Grantor's successors and assigns, all rights of ingress and egress and all other
rights to enter upon or to use the surface of the Property or any part thereof for purposes of exploring
for, developing and/or producing the Reserved Resources in and under the Property; provided,
however, nothing herein shall prevent Grantor or its successors and assigns from exploring for,
developing and/or producing the Reserved Resources in and under the Property by pooling or by
directional drilling under the Properly from well sites located on other property. In no event shall
Grantor have any liability or responsibility for any surface damage or injury to property or person as a
result of the exploration and/or production of the Reserved Resources by any mineral lessee of
Page 1
Grantor, and Grantee agrees that Grantee shall pursue any such claims solely against such mineral
lessee, however, any and all mineral lessee(s) shall exercise due regard for the Grantee's surface rights
granted herein including reasonable measures to insure direct support of the surface estate.
TO HAVE AND TO HOLD all of Grantor's right, title and interest in and to the Property unto
the Grantee, its successors and assigns forever, so that neither Grantor nor its successors or assigns
shall have, claim or demand any right or title to the Property or appurtenances or any part thereof.
EXECUTED this day of
2006.
WESTPARK GROUP L.P., a Texas limited partnership
By: Westpark GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
I:
Philip A. Baker, Vice President
THE UNIVERSITY OF NORTH TEXAS
I�
Phil Diebel
V.P. of Finance & Business Affairs
STATE OF TEXAS
COUNTY OF DENTON
,
ACKNOWLEDGMENT
This instrument was acknowledged before me this day of
Philip A. Baker, Vice President of The Rayzor Company.
Notary Public, State of Texas
Printed name:
My commission expires: _�
Page 2
2006 by
STATE OF TEXAS
COUNTY OF DENTON
,
ACKNOWLEDGMENT
This instrument was acknowledged before me this day of _ �, 2006 by Phil
Diebel, Vice President of Finance & Business Affairs, The University of North Texas.
Accepted this
No. 91-073).
I�
day of
Paul Williamson
Real Estate & Capital Support Manager
AFTER RECORDING RETURN `TO:
CITY OF DENTON - ENGINEERING
City Hall East
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention; Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expires:�_,_mm_
2006 for the City of Denton, Texas (Resolution
Page 3
JAMES PERRY SURVEY,
� ABSTRACT N0. 1040
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of tha Peterbi7t Ad�tion, Recorded in
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of Denton County, Tares
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,� EXHIBIT A
0.638 Acres
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PERRY SURVEY, AB3TRAC1' N0. 1040
CITY OF DENTON
DENTON COUNTY, TE�fAS _
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DRAWN BY: W.T.M DATE: 03/1/04 SCALE: 1�300' CHECKED BY: D.LA ,esc No� 2311105
C: \City of Denton 2005\Rayzor Property\dwg\231'1105—access easement.dwg 10/6/2005 12:10: 09 PM CDT
rthur Surveying Co., I nc.
Fi+ofessionRl �.and Surveyors
Y.U.13ox 54 -• Lewisville, '1'exae 75UG7
Offioe: (972) 221-9439 -- Fax: (972) 221-4675
EXHIBTT B
0.638 Acres
James Perry Survey, Abstract No. 1040
City of Denton
Denton County, Texas
BEING all that certain lot, tract or parcel of land situated in the James Perry Survey,
Abstract No. 1040, City of Denton, Denton County, Texas, and bein� a tract of land out
of Tract A of Better Tools Addition, an addition to the City of Denton, Denton County,
Texas, according to the plat thereof recorded in Volume 5, Page 8 of the Plat Records of
Denton County, Texas, and that certain tract of land described in deed to Suderman &
Young Towing Campany, Inc., recorded under Clerk's File No. 97�R0001091 of the Real
Property Records of Denton County, Texas, and being more particularly described as
follows:
BEGIlVNING at a 1/2 inch iron rod found in the north line of said Tract A, from which
an inner ell corner of that certain tract of land described in deed to Rayzor Investments,
Ltd., recorded in Volume 1796, Page 601 of the Deed Records of Denton County, Texas,
beazs North 00 degrees 11 minutes 00 seconds West, a distance of 201.04 feet;
�HENCE South 00 degrees 11 minutes 00 seconds East, along the east line of said
Suderman & Young tract and, over, across and through said Tract A, a distance of 396.90
feet to a 1/2 inch iron rod with cap stamped "ARTHUR SURVEYING COMPANY", said
point being the northeast corner of Precision Drive;
TH�NCE South 89 degrees 49 minutes O1 seconds West, along the north line of said
Precision Drive, a distance of 70.00 feet, to a"X" found in concrete, said point being in
the east line of Lot 1-R, Block A of Peterbilt Addition, an addition to the City of Denton,
Denton County, Texas, according to the plat thereof recorded in Cabinet U, Page 369 of
the Plat Records of Denton County, Texas;
THENCE North 00 degrees 11 minutes 00 seconds West, along the east line of said
Peterbilt Addition and over, across and through said Suderman & Young tract a distance
of 396.70 feet to a 1/2 inch iron rod with cap stamped "ARTHUR SURVEYING
COMPANY" set for corner;
THENCE North 89 de�rees 39 minutes 00 seconds East, passing at a distance of 40.00
feet a 1/2 inch iron rod found at the northwest corner of said Tract A and continuing
along said course a total distance of 70.00 feet to the POINT OF BEGINNING and
containing 0.638 acres of land more or less, and being subject to anv and all easements
that may affect.
A1 � ACHMENT 2-A
NON-EXCLUSIVE RAIL SPUR USAGE RIGHTS AGREEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
1NSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
.
KNOWN ALL MEN BY THESE PRESENTS:
WHEREAS, BC RAIL SPUR L.P., a Texas limited partnership whose mailing address is
c/o The Rayzor Company, 400 East Oak Street, Suite 200, Denton, Texas, 76201 (the
"GRANTOR") is the successor in interest to certain easement rights ("Easements") across lands
located in Denton County, Texas pursuant to the following easement instruments ("Prior
Easements"):
1. An easement for railroad purposes granted in that certain Warranty Deed
dated March 16, 1982 and recorded in Volume 1133, Page 724 of the Deed Records of
Denton County, Texas, as corrected by that certain Correction Easement dated October
27, 1982 and recorded in Volume 1175, Page 855, across a certain tract of land owned by
Jess Newton Rayzor, June Rayzor Elliott, Evelyn Rayzor Nienhuis and the Estate of
Selwyn Rayzor Singleton.
2. An easement and right-of-way for railroad purposes granted in that certain
Easement dated May 6, 1982 and recorded in Volume 1166, Page 518 of the Deed
Records of Denton County, Texas, across a certain tract of land owned by adjacent
landowner and grantor, the Selwyn School.
3. An easement and right-of-way for railroad purposes granted in that certain
Non-Exclusive Easement dated September 28, 1982 and recorded in Volume 1167, Page
849 of the Deed Records of Denton County, Texas, across two separate tracts of land
owned by adjacent landowner and grantor Eugenia P. Rayzor.
WHEREAS, the Prior Easements gave the holder of the Easements thereunder the right to
construct, install, use and maintain a railroad lead track ("Rail Spur") within the areas covered by
the Easements, and GRANTOR is the owner of the existing Rail Spur now located within the
areas covered by the Easements.
WHEREAS, the Prior Easements gave the easement holder thereunder the right to grant
common usage rights in and to the Easements to such other persons, firms or corporations as the
holder may deem reasonable or appropriate, and GRANTOR desires to grant to the hereinafter
described GRANTEE common usage rights in and to the Rails Spur for the purpose of rail
movement to and from certain property GRANTEE is acquiring as of even date herewith as
described on Exhibit "A" hereto ("Substation Property").
NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), and other good
and valuable consideration, to GRANTOR in hand paid by the CITY OF DENTON, a municipal
corporation, which is located in Denton County, Texas, and whose mailing address is 215 E.
McKinney, Denton, Texas 76201 ("GRANTEE"), the receipt and sufficiency of which are
hereby acknowledged, GRANTOR has granted, sold and conveyed and by these presents does
grant, sell and convey unto GRANTEE the non-exclusive right of common usage of the Rail
Spur within the areas covered by the Easements for the purpose of rail movement to and from the
Substation Property (such rights referred to herein as the "Rail Spur Usage Rights"); subject,
however, to the terms and conditions provided herein, including payment by Grantee of all
applicable Rail Spur Usage Fees (as hereinafter defined).
The foregoing Rail Spur Usage Rights herein granted shall be only for the purpose of
using an enjoying said Rail Spur, on a non-discriminatory basis, in accordance with the rules and
regulations of the Kansas City Southern Railway Company (or any successor railway company)
(the "Railroad Company") for railroad access and usage as such rules and regulations exist from
time to time, and any supplemental or additional rules and regulations as Grantor may reasonably
prescribe from time to time (collectively the "Rules and Regulations"). Grantee, by its
acceptance of this instrument, acknowledges and agrees that all other persons to whom usage
rights in the Rail Spur have been granted or may be granted in the future by Grantor or its
predecessors and/or successors in interest, shall have equal rights and equal privileges on a non-
discriminatory basis with Grantee to have such access and usage of the Rail Spur, in accordance
with and subject to the Rules and Regulations.
The foregoing Rail Spur Usage Rights herein granted shall be perpetual. Grantor hereby
binds itself, its successors and assigns, to warrant and forever defend the above-described Rail
Spur Usage Rights unto Grantee, its successors and assigns, against every person whomsoever
lawfully claiming or to claim the same or any part thereof.
The Rail Spur Usage Rights granted herein are such that the Grantor reserves and retains
the right to convey similar non-exclusive rail spur usage and other rights for railroad access and
usage to such other persons as Grantor may desire.
This instrument shall be binding upon the successors and assigns of the parties hereto.
Grantor reserves and shall continue to enjoy the Rail Spur and the surface and subsurface
of the property covered by the Easements for any and all purposes which do not interfere with or
prevent the use by Grantee of the Rail Spur Usage Rights granted herein, including the right to
build and use within the areas covered by the Easements drainage facilities, ditches, streets,
utilities, roads, driveways and other like uses and/or to dedicate all or any portion of the surface
or subsurface of such property to the public for railroad purposes, as applicable and as permitted
under the Easements.
Grantor and Grantee agree that the Rail Spur and any railroad track(s) and roadbeds
placed within the boundaries of the Easement described above shall be the sole property of
Page 2
Grantor and shall be maintained in a reasonable manner by Grantor so as to comply with the
requirements and/or regulations of the Railroad Company to the end that Grantee will have
access and usage. Grantee shall have no right to construct its own railroad track or facilities
within the areas covered by the Easements or make any alterations to the existing Rail Spur.
Grantor shall have the sole right to alter, repair, replace and/or improve the existing Rail Spur.
Grantee, by its acceptance of this instrument, agrees that any rail service provided by the
Railroad Company to Grantee shall be provided pursuant to an agreement entered into between
Grantee and the Railroad Company and shall be subject to the terms and provisions of any such
agreement, and Grantor shall have no responsibility or liability with respect thereto.
RAIL SPUR USAGE FEE
Grantee covenants and agrees to pay Grantor, as periodic consideration, a Rail Spur
usage fee ("Rail Spur Usage Fee(s)") to be calculated and administered as follows:
The initial usage(s) of the railroad lead spur facilities owned by Grantor (hereinafter
referred to as SPUR) by the Grantee shall be at no cost to the Grantee, but shall be
limited in scope solely to activities involving establishment, construction and completion
of the proposed Electric Substation Facility including any and all of the requisite rail
deliveries necessary to that end. The duration of this "no cost" period shall be established
from the date of conveyance of the easement contemplated herein through December 31,
2009.
2. Subsequent SPUR usage events by the Grantee shall require a separate SPUR usage fee
tendered to Grantor for each SPUR usage event. A"SPUR usage event" is defined herein
as an instance in which set of rail shipping instructions is put forward to the servicing
Railroad Company (in the form of a Bill-of-Lading or similar instrument) and the
delivery and pick-up of rail car(s) to the Electric Substation Facility subsequently occurs
within the context of the originating shipping order. The Original SPUR Usage Fee for
each SPUR usage event shall be $5,000. All SPUR usage fee payments due Grantor shall
be made to Grantor, unless otherwise designated in writing by the Grantor. The Original
SPUR Usage Fee shall be readjusted at the end of every other one year period on the basis
of the then current United States Consumer Price Index for all urban consumers (CPI-U) for
the Dallas-Fort Worth Bureau of Labor Statistics. The adjustments in the Spur Usage Fee
shall be determined by multiplying the Original Spur Usage Fee by a fraction, the
numerator of which is the index number for the last month prior to the adjustment, and
the denominator of which is the index number applicable at the execution of this
easement. If the product of this multiplication is greater than the Original Spur Usage
Fee, Grantee shall pay this greater amount as the adjusted Spur Usage Fee until the time
of the next Spur Usage Fee adjustment as called for in this section. If the product of this
multiplication is less than the Original Spur Usage Fee there shall be no adjustment in the
Spur Usage Fee at that time, and Grantee shall pay the previous year's Spur Usage Fee
until the time of the next adjustment as called for in this section. In no event shall any
Spur Usage Fee adjustment called for in this section result in a Spur Usage Fee less than
the previous year's Spur Usage Fee. The adjustment shall be limited so that the Spur
Usage Fee payment determined for any given two-year period shall not exceed the Spur
Page 3
Usage Fee calculated for the previous CPI adjustment by more than twenty percent (20%)
percent. If the consumer price index for all urban consumers (CPI-U) for the Dallas-Fort
Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of
Labor Statistics, is discontinued, the remaining Spur Usage Fee adjustments called for in
this section shall be made using the formula set forth above, but by substituting the index
numbers for the Consumer Price Index-Seasonally Adjusted U.S. City Average For All
Items For All Urban Consumers (CPI-U) for the index numbers for the CPI-U applicable
to the Dallas-Fort Worth geographical region. If both the CPI-U for the Dallas-Fort
Worth geographical region and the U.S. City Average are discontinued, the remaining
SPUR Usage Fee adjustments called for in this section shall be made using the statistics
of the Bureau of Labor Statistics of the United States Department of Labor that are most
nearly comparable to the CPI-U applicable to the Dallas-Fort Worth geographical region.
If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist
or ceases to publish statistics concerning the purchasing power of the consumer dollar,
the remaining SPUR Usage Fee adjustments called for in this section shall be made using
the most nearly comparable statistics published by a recognized financial authority
selected by Grantor. It shall be the sole duty and responsibility of Grantee to provide
Grantor timely payment for each Spur Usage Event, contemporaneously with the
payment of the Railroad Company shipping charges associated with the subject Spur
Usage Event activities, whether those shipping charges be direct or indirect through a
third-party. The Spur Usage Event fee payments shall be tendered to the Grantor at their
mailing address referenced herein, unless otherwise designated in writing by the Grantor.
WITNESS THE EXECUTION HEREOF as the day of __ m _ __� 2006,
GRANTOR:
BC RAIL SPUR L.P., a Texas limited partnership
By; BC Rail Spur GenPar, LLC, a Texas limited liability company
By: The Rayzor Company, its sole member
:
Philip A, Baker, Vice President
Page 4
STATE OF TEXAS
COUNTY OF DENTON
.
ACKNOWLEDGMENT
This instrument was acknowledged before me this day of
by Philip A. Baker, Vice President of The Rayzor Company.
Accepted this _. __, �.._____ day of m_......�.
Denton, Texas (Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name;
M commission ex � ir �������
y p es:
:
Page 5
, 2006
2006 for the City of
Paul Williamson, Manager
Real Estate and Capital Support
ATT�. �HMENT 3-A
ELECTRIC UTILITY EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS;
COUNTY OF DENTON
THAT, RAYZOR INVESTMENTS, LTD., a Texas limited partnership, (the "GRANTOR") for
and in consideration of Ten Dollars ($ 10.00), and other good and valuable consideration, to GRANTOR
in hand paid by the CITY OF DENTON, a municipal corporation, which is located in Denton County,
Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has
granted, sold and conveyed and by these presents does grant, sell and convey unto GRANTEE an
easement and right of way (collectively, the "EASEMENT") for the purpose of erecting, operating,
maintaining and servicing thereon one or more electric power and/or communication lines, each
consisting of a variable number of wires, cables, and all necessary or desirable appurtenances,
attachments and complete supporting structures, including foundations, guy wires and guy anchorages,
and structural components (collectively, the "LINES") in, on, over, under, and across that real property
situated in Denton County, Texas, being tracts of 3.350 acres (Tract 1), 0.934 acre (Tract 2), 0.143 acre
(Tract 3), and 2.653 acres (Traet 4) and all being more particularly described and illustrated in Exhibit "A
attached hereto and incorporated into this document by reference (the "EASEMENT PROPERTY").
GRANTEE shall have the right to construct, operate, improve, reconstruct, increase or reduce the
capability, repair, relocate, inspect, patrol, maintain or remove such LINES within such EASEMENT
(collectively, the "PERMITTED USES") as GRANTEE may from time to time fnd necessary,
convenient or desirable to erect thereon or install therein and all rights necessary or convenient for full
use of the above grant, including reasonable access over, across and upon the above referenced
EASEMENT PROPERTY to the extent such access does not materially affect GRANTOR'S use of such
EASEMENT PROPERTY as permitted herein. GRANTEE shall have no right to fence or enclose such
EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to occupy and
use the above described EASEMENT PROPERTY for all other purposes that will not materially interfere
with the GRANTEE'S full enjoyment of the PERMITTED USES and its exercise of its rights hereunder,
including without limitation (i) the right of passage over the EASEMENT PROPERTY, (ii) the right to
use the surface of the EASEMENT PROPERTY for parking, driveways, sidewalks, and landscaping and
(iii) the right, but not the obligation, to erect or maintain fences not more than 8 feet high across such
EASEMENT PROPERTY, provided that gates or openings 12 feet wide or more are installed therein
(collectively, "GRANTOR FACILITIES"), to provide GRANTEE reasonable access to all parts of such
EASEMENT PROPERTY; provided further that all such GRANTOR FACILITIES shall be properly
grounded in accordance with electrical industry standards and shall be so constructed as to maintain
minimum clearances from GRANTEE'S LINES as rec{uired by applicable laws.
GRANTOR acknowledges the EASEMENT is exclusive, so as to exclude all other utility
providers; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to otherwise use
the EASEMENT PROPERTY so long as such use does not unreasonably interfere with GRANTEE'S
PERMITTED USES and its rights hereunder. GRANTEE acknowledges that such other utility providers
will be permitted, with GRANTEE'S written consent, to construct, operate, maintain, repair, replace and
remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY
perpendicularly or as otherwise permitted by GRANTEE in writing, in such manner as will not to
interfere with GRANTEE' S LINES.
GRANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove trees
and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable judgment of
GRANTEE, to prevent possible interference with the operation of such LINES or to remove possible
hazards thereto, together with the right to put gates in existing fences within such EASEMENT
PROPERTY; provided further that GRANTEE shall promptly remove from the EASEMENT
PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE'S operations or occupancy
of the EASEMENT PROPERTY pursuant to its rights under this EASEMENT. The EASEMENT for the
EASEMENT PROPERTY as provided for herein is made on an "AS IS" basis, and GRANTEE expressly
acknowledges that, in consideration of the agreements of GRANTOR herein, GRANTOR MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW as to the condition or suitability of the EASEMENT or the EASEMENT PROPERTY for
GRANTEE'S PERMITTED USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof, no
buildings and/or structures exist on the EASEMENT PROPERTY. GRANTEE shall have the right to
prevent the construction of buildings, structures, signs and obstructions on the EASEMENT PROPERTY,
and if any such buildings, structures, signs or obstructions are hereafter constructed or permitted by
GRANTOR to exist within the EASEMENT PROPERT'Y without prior written consent of GRANTEE,
then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the
reasonable actual cost of such removal.
The payment of consideration herein made includes any damage or loss to crops sustained in the
future by GRANTOR resulting from the GRANTEE'S construction, reconstruction, repair, replacement,
operation, maintenance or servicing of the LINES in accordance with the terms of the EASEMENT.
The EASEMENT shall constitute a covenant running with the land for the benefit of GRANTEE,
its successors and assigns. The rights hereby granted may not be assigned, either in whole or in part,
without GR.ANTOR'S prior written consent, which consent shall not be unreasonably withheld.
TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns,
and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto
GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof, by, through, or under GRANTOR, and not otherwise, subject, however, to
the rights of the owner or owners of any existing easements or other encumbrances affecting the
EASEMENT PROPERTI' herein described.
WITNESS THE EXECUTION HEREOF as the day of w�� , 2006.
Page 2
GRANTOR:
R.AYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its General Partner
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of __,�� 2006 by Philip
A. Baker, Vice President of The Rayzor Company.
Accepted this m day of
(Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expir . ��
es• �
:
Page 3
2006 for the City of Denton, Texas
Paul Williamson, Manager
Real Estate and Capital Support
.�° -
EXHIBIT A Page 1 of3
TRACT 1
VARIABLE WIDTH ELECTRIC EASEMENT
E. PUCHALSKI SURVEY, ABSTRACT NO. 996
CITY OF DENTON
DENTON COUNTY, TEXAS
BE1NG a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract �a� ���� c�����wib��i by d��� to Rayzor
Investments, Ltd. as recorded in Volume 1"���, ���� ��'i ��t��� �.��1 Property Records of
Denton County, Texas, and being more parti�����r`�y d���ri%�� �� ;Ec��lows:
BEGIl�INING at a 5/8 inch iron rod found at the southeast corner of a tract of land
�����•�b�� �y �c�� to The city a�i��r�tc�r� �� r���r�i�� irt ��t��r��e ����, Page 5504 ofthe
i�.��� �`�ca����t�r ���ords of Dent�rs� �r��a��t�, "�"�a���, �rac� b�i��� �ta ��a� ����thwesterly line of
C��� ���1� ��l�r�dc� & Santa Fe �t.�i1r���� �i�,��t-��"�-v�r�y�, ��i� ��int l��i���; 50 feet and
perpendicular from the center of the existin� tr���CS �a�" �a�c� t°�i1x'��c'!;
T'E�NCE South 16 degrees 34 minutes50 seconds East, with the southwesterly line of
said railroad right-of-way, a distance of 201.55 feet to a 1/2 inch iron rod set for corner,
said point being 75 feet and perpendicular from the center of the existing tracks of said
Railroad;
T'HENCE South 23 degrees 42 minutes 20 seconds East, with the southwest line of said
railroad right-of-way and parallel with said tracks, a distance of 10.65 feet to a 1/2 inch
iron rod set at the northeast corner of a 40 foot Drainage Easement to the State of Texas
as recorded in Volume 528, Page 360 of the Deed Records of Denton County, Texas;
THENCE South 58 degrees 53 minutes 03 secornds West, with the northwesterly line of
said Drainage Easement, a distance of 244.06 feet to a 1/2 inch iron rod set at the
beginning of a tangent curve to the left having a radius of 1175.92 feet;
THENCE continuing with the northwesterly line of said Drainage Easement and alon�
said curve to the left having a delta angle of 08 degrees 10 minutes 42 seconds and an arc
length of 167.85 feet to a 1/2 inch iron rod set for corner;
THENCE South 89 degrees 49 minutes 00 seconds West, over and across said Rayzor
Investments, Ltd. tract, a distance of 1331.10 feet to a 1/2 inch iron rod set in a east line
of a tract of land described by deed to Suderman & Young Towing Company, Inc. as
recorded under County Clerk's File No. 97�R0001091 of the Real Property Records of
Denton County, Texas;
THENCE North 00 degrees 11 minutes 00 seconds West, with the east line of said
Suderman & Young Towing Company, Inc. tract, a distance of 70.00 feet to a 1/2 inch
iron rod set for corner;
EXHIBIT A
TRACT 1
NOIE.•
Bosis o/ bearings ore based on
the norih line of Lo( 1—R, 8lack A
of fhe Peterbuilt Addition, Recorded in
Cab. U, Pg. 369 of lhe P(ot Records
vf Denlon Counfy, Texas.
Suderman & Young
Towing Company, lnc.
Clerk s File No. 97—R0001091
N00'11 'DO"W
70. 00'
�4
�
;u
go
��
1/ariable �dth
Elecfric Easemen t
3. 350 Acres
1288. 90'
���
�,
��° ��.
�� �
�� �
�� �
�� �,
�� ���
�`�� ��
N89'49'00 "E
,n ���.f.
rG�� � ,
5�� �����- Pa e 3 of 3
rG�� �� g
� ���
� ; '�, �
�
� �� �
�
N City of Denfon � � �'�
�° 1/01. 5350, Pg. 5504 � �� �
c �. �1 Sp
� N8937'34 "E � �
103. 72 � � �
7/1 � P.RF. � .. �
(C.M.) " A�S�ar �t�� 7/1"�LR.S �
���,�.�
N23 42 �20 "�
134.12' ,�- L��
�
`�`' '`�
�� ���� �
'/:
f.R.F
���, � � , �
�
,n• F�� � ��� �
� � �',r�����,��
1.���.10 � S89'49'00"W .� � �
� �
IO' �`��r� ���e�� Fa fT+e � � ,
:�`icF� ef %��- f
r�° �R.F
�tt�
Tix� A �
Belfer Tods Additioe
Cob. � Pg. 8
1/Z� I.R.S = 1/2� IRON ROD SET NilFl YEZLOW CAP
STAMOE'p ilR1FlUR SURVETING CQtIPANY.
(GA[) a CONIROLLMG IIONUIIfNT
DATE: �����t}��
SCALE: 1 "= Z00
CALC. BY: M.B.A.
DRAWN BY: M.B.A,
JDE NO.: 600130489.1360.3500
JOB NO.: 2311105
2311105—EXIB-2.dwg
�
��- .
�� ��
5� Elecfrrc Parer L'me
k Pa/e Easemen!
!0' GT.E
UlJily Easement
Yot J256, Py. 490
�
201.55'
'�6 34'S0"E
�D. 65'
� ��'20 "E
YoL 51$ P9• �� � ,� R=1175. 9����`�s� � ° ; ��
.�°
s� �g � ..'�.� � � � �'
Trocf B '� �,— l67 ti � � �`£ �z3
8effx Tods AddiTim � p , „
Cab. 5� Pg. 8 = OU •� � � ` � .. , _ �
/ /'� Q �g��� �.r��r'����
// � � :��� � ��.. . �
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�
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�
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e ,�
a -
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�
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�
EXHIBIT � � �;,��
VAR�ABLE WIDTH �
ELECTRIC Er4S'EMENT �
1n the �, � rthur Surve in Co�� Inc.
E. PUCHAISKI SURVEY, � � � �
ABSTRACT N0. 996 Prvfessionall.and Surveyors
CITY OF DENTON z2o'�mZS�reet 95��te 200 97P.O.ZBox 54
DENTON CO £INT Y, TEXAS Lewisvr!!e, reXOS �so6�
�
� _
EXHIBIT A
TRACT 1 Pa;e2of3
THENCE North 89 degrees 49 minutes 00 seconds East, over and across said Rayzor
Investment, Ltd. tract, a distance of 1288.90 feet to a 1/2 inch iron rod set for corner;
THENCE North 49 degrees 56 minutes 51 seconds East, continuing over and across said
Rayzor Investment, Ltd. tract, a distance of 361.79 feet to a 1/2 inch iron rod set for
corner;
THENCE North 23 degrees 42 minutes 20 seconds West, continuing over and across said
Rayzor Investment, Ltd. tract, a dis�amce of 134.12 feet to a 1/2 inch iron rod set in the
south line of aforementioned City of Denton tract;
THENCE North 89 degrees 57 minutes 34 seconds East, with the south line of said City
af Denton tract, a distance of 103.72 feet to the POINT OF BEG�vG and containing
3.350 acres of land more or less.
� ��E OF ,��
� ��
��.fi,,.
� ��g�'��•.,�5"
�. �,��. ..�,�.. �� .. �..
d����,�°l� B, ARTHUR
'„��.,.5606� � w»..�
"°�;;�s���+;4.«
� :���f.��.•, W���"�
�
EXF&IBIT A
T R A C T 2 Page 1 of 2
95' ELECTRIC EASEMENT
E. PUCHALSHI SURVEY, ABSTRACT NO. 996
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract of land described by deed to the City of
Denton, as recorded in Volume 5350, Page 5504 of the Real Property Records of Denton
County, Texas, and being more particularly described as follows:
BEGINNING at a 5/8 inch iron rod found at the northeast corner of said City of Denton
tract and at the intersection of the south line of a tract of land described by deed to The
City of Denton for the extension of Prairie Street and the southwest line of the Gulf
Colorado & Santa Fe Railroad right-of-way, said point being 50 feet and perpendicular
from the center of the existing tracks of said railroad;
THENCE South 23 degrees 42 minutes 20 seconds East, with the southwest line of said
railroad right-of-way and parallel with said tracks, a distance of 428.02 feet to a 5/8 inch
iron rod found at the southeast comer of said City of Denton tract (Vol. 5350, Pg. 5504),
same being in a north line of a tract of land described by deed to Rayzor Investments,
Ltd. as recorded in Volume 1796, Page 601 of the Real Properiy Records of Denton
County, Texas;
THENCE South 89 degrees 57 minutes 34 seconds West, with the south line of said City
of Denton tract (Vol. 5350, Pg. 5504), a distance of 103.72 feet to a 1/2 inch iron rod set
for corner;
THENCE North 23 degrees 42 minutes 20 seconds West, over and acrass said City of
Denton tract (Vol. 5350, Pg. 5504), a distance of 428.20 feet to a 1/2 inch iron rod set in
the south Iine of said Prairie Street tract; •
TT�NCE South 89 degrees 56 minutes 55 seconds East, with the south line of said
Prairie Street tract, a distance of 103.80 feet to the POINT OF BEGINNING and
containing 0.934 of an acre of land more or less.
�
.�. �,�-� �
. . .., . ....�..�......,
MICHAEL B. ARTHUR
�M 5686d��,�µ
� ��;��'��s��.�`��.,�
�... . _.w.._.��....._ cXHIBIT A
Rayzor /nviestments, Ltd. � T R A C T 2
�ol. 1796, Pg. 601 �,
'� •�
Pa" CF�: .^""�^ � �� �
dldArdy �'�am�rrrerroP,,r"` "l
Y�i ,i.�'a`d5, ��. �i4f� � �"c�- �"�'.
�
S89'S6'S5 "E �°� ��� °
Cify oi Denton �03.80' �`� r�
1/0l. .38,�, Pq. 186 � ���
For fhe exMsior► r�M,R.f��"� � �
Prairie Stree� � t"�'.��� �
,
NOOti7Cl5 �"'�`�°
60.00' 1/1' I.R.F
(C.M.)
Rayzor lnvestments� Ltd.
vo� »ss, Pg. 601
Criy of Denton
�ol. 5350, Pq. 5504
1J5.19' „�y,„ �
�
; J �„
�f
��
�
�
�t ,.r�
��
JO&25' �
7/7' l.R.f. SB93iJ4"W
(�M) l/1" I.R.S
103. 72'
S89'57'34 "W
Rayzor /n vestments, Ltd.
�o% 1796, Pg. 601
,,�.
,
�
V ��
� " ,�
� .,
�ww
.i� w
i
/ ,
40' Oroinoge Edremmf fo the ,�'"
S!o!e o/ Texoa � ,."'" �
�M. 57B, Pg. 360 �„ �
/ /�i
� 004
DATE: 3 1 /2rt _ ._.....�.._.._..�...
5CALE: 1"= 200
CALC. BY: M.B.A.
DRAWN BY:� M.B.A. �mm��
JDE NO.: 600130489,1360.3500
�,, 2311105—EXIB— ��
OB NO.: 2311105
_.. 4.dwg �...a.__......
��
��� �
Page 2 of 2
NOTE.•
Basfs of beorings are bosed on
the nor�h line of Lot !-R, Block A
of rhe Pe�erb�ilt Addition, Recorded in
Cab. U, Pg. .i69 of the Plat Records
of Denlon Caunty, Texos.
95' Electric Easemen t
0. 934 Acre
1/2' I.R.S �!/2' 1RLW RL10 SET W71N YELLOW CAP
STAMPm ARIFIUR SUR�EYINC CG4NPANY.
(G,�,) - coNraou�,vc ,uavuMar
)0' C.T.E.
Ufi7ily £asement
l�ol. J258. Pq. �90
�, �a� �� r
°�����
T✓�` �,S":�:
(�,Ad� �.
��
�� �
5' flecfrlc Porei Line
� Po/e Eosemen!
fo fhe
Cify o/ Dmlan
�r. �a� ��. �r�r
rthur Surveying Co., Inc.
�r,�o� z,�a s�•o�
�.�
972-22J-94.i9 Fax 972-221-4675
220 Elm Stieet, Suite 200 P.O. Box 54
Lewisa!!e, Texos 75067
EXHIBIT
95' ELECTRIC EASEMENT
in the
E. PUCHALS'KI SURYEY,
AB5TRACT N0. 996
CITY OF DENTON
DENTON CO UNTY, TEXAS
�
.,.��.,.....�,...a�.,��...w�.�.
MICHAEL B. ARTHUR
. � »�5686����»r�,,,
���, �FSS���.
�
��`� .��a�����
EXHIBIT A page 1 of2
TRACT 3
95' ELECTRIC EASEMENT
E. PUCHALSKI SURVEY, ABSTRACT NO. 99G
CITY OF DENTON
DENT�N COUNTY, TEXAS
BEING a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract of land described by deed to the City of Denton
for the extension of Prairie Street, as recorded in Volume 383, Page 136 of the Deed
Records ofDenton County, Texas, and being more particularly described as follows:
BEGINNING at a 5/3 inch iron rod found at the intersection of the south line of said
Prairie Street, the southwest line of the Gulf Colorado & Santa Fe Railroad right-of-way
and at the northeast corner of a tract of land described by deed to the City of Denton as
recorded in Volume 5350, Page 5504 of the Real Property Records oFDenton County,
Texas, said point being 50 feet and perpendicular from the center of thz existin; tracks of
said railroad;
TI�NCE North 89 degrees 56 minutes 55 seconds West, with the south line of said
Prairie Street and the north line of said City of Denton tract (Vol. 5350, Pg. 5504), a
distance of 103.80 feet to a 1/2 inch iron rod set for corner;
THENCE North 23 degrees 42 minutes 20 seconds West, with over and across said
Prairie Street, a distance of 65.55 feet to a 1/2 inch iron rod set in the north line of said
Prairie Street and in a south line of a tract of land described by deed to Rayzor
Investments, Ltd. as recorded in Volume 1796, Page 601 of the Rea( Proqerty Records of
Denton County, Texas;
THENCE South 89 degrees 56 minutes SS seconds East, with tfle north line of said
Prairie Street, a distance of 103.80 feet to a 1/2 inch iron rod set in tlie south�vest line of
said Gulf Colorado & Santa Fe Railroad right-of-way and being 50 feet and
perpendicular from the center of the existing tracks of said railroad;
THENGE South 23 degrees 42 minutes 20 seconds East, with the sou�hwest line oFsaid
railroad right-of-way and parallel with said tracks, a distance of65.5� feet to the POINT
OF BEGINNING and containin� 0.143 of an acre of land more or less.
,�'�N�c,,�� a���"t,� +��,
� �
h�iICHAEL 8. ARTHUR
... „.:� '�686,..� N* ..
�" �'' ��� s � � �a�w;" �
�.'�"���� S����4'���.�^�"'"�
Rayzor ln vestmen ts, L td. �
I/of. 1796, Pg. 601 �
ra" �, r�: '�
et�arr�* �"ras��r�rt �
�� .r�'�. `'�, �� 103.80'
S89'S6'S5"E
EXHIBIT A
TRACT 3
����,
��' �
�� �. Crfy af Denton
, �„ � l/o% JB,� Pq. 186
�� ;� °— For the extnsion
� �� � °""µ ��i�'r"� Street
I/?' LR.F. lCRZBt'�� ��"�
N23 42'20 ""W �� �����°��°�
65. 55' �n��os £-�-..�
60.00� 1/1' I.R.F. ��9'�d;k5 �"
f�M) , rJSZS'
��, � ���
�,; r/2'tR.�
Royror lnvestments, Ctd. N89'56'S5"W �
vor. i�ss, Pg. so� 103. 80'
W
�
g City of Denton
1/0% 5350, Pg. 5504
!/2' l.R.f.
(C,Af.)
�
m�
S23'42'20 "E
� 65. 55'
-,.Rf P. 0. B.
C�M)
� �
+���-�
��
� �
� ���
�� r � �
��
S�'1" /.R.F.
�C. u. f
� �
^" ry
Rayzor lnvestmenls, Lfd. °
�" ku��*
I/oL 1796, Pg. 601 �ti� � � �
DATE: 3/`1 �'�C)�G'�4
.��._....�
SCALE: t "= 200
...._... �..�..�.
CALC. BY h1.B.A.
DRAWN BY: hI.B.A„� �� �����
JDE NO.t 60013048� ������
9.
1 60.
__ �_ � �� _ _ W.�W..�.
JOB NO.: 2311105
� 2311105—EXf8-3.dwg
40' Oroina�rc Easemen( to !he �'
Slafe ol kaos �
Yal. 519. Py^. Jp�7 � �
J,'' /
�V... f"" � .�+!"
� �
� �
/
s• Ei��a;z a0�er une
k aore easement
!o Ne
Clfy o/ Oenlcn
l�af. 3:5. Pg. 178
Page 2 of 2
h�o r£�
8as:s c! h=orinqs ore based on
ll:e ncr;, lrne of Lol 1—R, 8/ock A
c! %he =sl=r6uilt Addilion, Recorded in
C.� L', =,,^. J69 af fhe Plot Records
cr C�r:=^ Count/ rexas.
95' Elecfric Easement
0.143 Ac�e
!/2' LR.S. - i/1' 1RQV R00 SEf fN7H YELLOW CAP
S�asrP,� ARTHUR SURI-£YJNG CO�NPANY.
(c.,v.) - ccY �CLL/NC UCNUMFNT
�,� c a� -
�°'�V�i,lf �!QSRI'"".a7�i
��!�, .�i .J� ��, f�+9
� a"+w?.F"R'd'1C'N
e�,r A� �r.
�:i�
d.rce F.
I �
�„ . �
�7 �
�, �
�� � rthllr Surve in Co. Inc.
/� y g �
Profcss�o:zyll.and Survcyars
���. .
9.'2-721—c �J: Fax 977-221-4675
22G ",r, 5::::�!. :_�%!: 2C0 P.O. Box 54
L:.'•a;5.• ', %vxos 75007
EXHIBIT
ELECTRIC EASE'ME'NT
1I1 t�l E'
E. PUCHAISKI SURVEY,
ABSTRACT N0. 996
CITY OF DEI�TTON
DENTON CO UNT Y, TEXA��'
����x� � � y�,�
., , � �,.,,. ,... �, �'� �
P�1ICHAEL e. ARTFiUR
. ��...w5��i�i"�,�YN ..,
M �r� ��"� �
d �"�f?SSY�k; •�
�� "0�0�s��7 �� i� �'��°r�����
�,wy�
�
EXHIBIT A page 1 of2
TRACT 4
VARIABLE V�IDTH ELECTRIC EASEMENT
E. PUCHALSHI SURVEY, ABSTRACT NO. 996
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract of land described by deed to Rayzor
Investments, Ltd. as recorded in Volume 1796, Page 601 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:
BEGIlVNING at a 1/2 inch iron rod set in a at the intersection of the south line of Oak
Street and the southwest line of the Gulf Colorado & Santa Fe Railroad right-of-way, said
point being 75 feet and perpendicular from the center of the existing tracks of said
railroad;
THENCE South 23 degrees 42 minutes 20 seconds East, with the southwest line of said
railroad right-of-way and parallel with said tracks, a distance of 880.51 feet to a 1/2 inch
iron rod set for corner; �
THENCE North 89 degrees 58 minutes 25 seconds East, a distance of 27.30 feet to a 1/2
inch iron rod found 50 feet and perpendicular from the center of said tracks;
TT�NCE South 23 degrees 42 minutes 20 seconds East, continuing with the southwest
line of said Railroad Right-of-way and parallel with said tracks, a distance of 579.22 feet
to a 1/2 inch iron rod set in the north line of a tract of land described by deed to the City
of Denton as recorded in Volume 383, Page 186 of the Deed Records of Denton County,
Texas;
TF�NCE North 89 degrees 56 minutes 55 seconds West, with the north line of said City
of Denton Tract, a distance of 103.80 feet to a 1/2 inch iron rod set for corner;
THENCE North 23 degrees 42 minutes 20 seconds West, over and across said Rayzor
Investments Tract, a distance of 1428.99 feet to a 1/2 inch iron rod set in the south line of
said Oak Street;
THENCE North 66 degrees 22 minutes 50 seconds East, with the south line of said Oak
Street, a distance of 70.00 feet to the POINT OF BEGINNING and containing 2.653
acres of land more or less.
w� �� �
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DAICH�,tL 8. ARTHUR
.., ...� , ...5606 ., . � M. ..,
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EXHIBIT A
TRACT 4
Rayzor /nvesfinenfs, Lfd. Diartage , „ �,
c;r.y or oB�r� N66'�,� �t� E
i�0� l%96, Pg. 6�l �F�V. 9J—R � ,�ILl. ��� r�"�,,,��
Sbeel Slopa £asament fo � �1 \ O�� �
G!y o/ Dmfon � „�.
Gf.N. 9J—R0091JJ6 p �,..^� �
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Orainaqe
Cify af Denfat
C.f.N. 9J—R009f.7J7
�Pr'ced' �?+�s� E"ca�rme!rd 4oa
C°d!y r�d �cnFwva
G:F;N. �J-�A1��4'J..fiG
I/ariable Widfh
Electric Easemenf
2. 653 A cres
Rayzor Investments, Lfd.
I/ol. 1796, Pg. 601
rthur Surveying Co., Inc.
.F,cofessional Laaa svr�veyoss
972-22l—.�4�� Fr�x 9��-221-4675
220 Elm Streel, Suite 200 P.O. Box 54
Lewisville, Texas� 7
��� E F �� .
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.AR7HUR�
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1Jra�r�� eoaanen�
`� W�F �7%6 Pg �90
Page 2 of 2
NOTE.•
Basis of bea�ings ore based on
the norfh line of Lot T—R, B/ock A
of the Peterbuil� Addition, Recorded in
Cab. U, Pg. J69 of fhe Plat Reco�ds
of Denlon County, Texas.
� �w �
���. ��� 1/2" GR.S = I/2" lRLYJ ROD SEr N17N YELLOW CAP
�� SUMPm ARIHUR SURYfY1NC CO.IIPANY.
� � (GAL) � CONIROLLINC ,UA4UAIfNT
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�d. .7�:a�5; Pg. �90 W
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N89'S8'25 "E
/.� 27. 30'
F �7
�"� Cenl� Line of
Rarl�oad Tracts
�
� ��
� ���
�:� �u
r'� " 1
rra' �.r.�: �" � �� � �"�k`�� of Denfon
��r�arr���,��,��a..,�'" �-�". Vol. .�83, Pg. 186
��: ��u� �� �� -�
�? � for the exfensian
��; �r� ��r"rd�^ S�reef
� r
��'S��-���'�� EXHIBIT ��M�".�.�
�� ...�.,._ ..�. ....004
DATE: 3/1 2 � �
SCALE: 1'= 200
CALC. BY...�... M..�
.B.A.
ORAWN BY: M B A, ���
JDE NO.: 600130489.1360,3500
JOB NO.; 2311105��
"w,,, 2311105—EXIB-1.dwg��� IT�
VARIABLE WIDTH ��M:,°��
E'LE'CTRIC EASEMENT
in the
E. PUCHALSKI SURVEY,
ABSTRACT N0. 996
CITY OF DENTON
DENTON CO UNT Y, TEXAS
,
r�r,er � "'� � �'�"��
5�'d �S"a� f �, ��'� �
� � �""i"s+.
i 5895655"E PJ9.09'
�
N89 ��"'S5"
o ! 103. 80'
Q N
�
5/8" l.R.f.
(c.u.)
� �-
�
� City of Denton � .--°
Vol. 5350, Pg. 5504 �� �
- e
��
t. f TACHMENT 3-B
ELECTRIC UTILITY EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR SOCIAL SECURITY
NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOWN ALL MEN BY THESE PRESENTS;
COUNTY OF DENTON
THAT, RAYZOR INVESTMENTS, LTD., a Texas limited partnership, (the "GRANTOR") for
and in consideration of Ten Dollars ($ 10.00), and other good and valuable consideration, to GRANTOR
in hand paid by the CITY OF DENTON, a municipal corporation, which is located in Denton County,
Texas, and whose mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE") has
granted, sold and conveyed and by these presents does grant, sell and convey unto GRANTEE an
easement and right of way (collectively, the "EASEMENT") for the purpose of erecting, operating,
maintaining and servicing thereon one or more electric power and/or communication lines, each
consisting of a variable number of wires, cables, and all necessary or desirable appurtenances,
attachments and complete supporting structures, including foundations, guy wires and guy anchorages,
and structural components (collectively, the "LINES") in, on, over, under, and across that real property
situated in Denton County, Texas, being a tract of 0.226 acre and being more particularly described and
illustrated in Exhibit "A attached hereto and incorporated into this document by reference (the
"EASEMENT PROPERT'Y").
GRANTEE shall have the right to construct, operate, improve, reconstruct, increase or reduce the
capability, repair, relocate, inspect, patrol, maintain or remove such LINES within such EASEMENT
(collectively, the "PERMITTED USES") as GRANTEE may from time to time find necessary,
convenient or desirable to erect thereon or install therein and all rights necessary or convenient for full
use of the above grant, including reasonable access over, across and upon the above referenced
EASEMENT PROPERTY to the extent such access does not materially affect GRANTOR'S use of such
EASEMENT PROPERTl' as permitted herein. GRANTEE shall have no right to fence or enclose such
EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to occupy and
use the above described EASEMENT PROPERTY for all other purposes that will not materially interfere
with the GRANTEE' S full enjoyment of the PERMITTED USES and its exercise of its rights hereunder,
including without limitation (i) the right of passage over the EASEMENT PROPERTY, (ii) the right to
use the surface of the EASEMENT PROPERTY for parking, driveways, sidewalks, and landscaping and
(iii) the right, but not the obligation, to erect or maintain fences not more than 8 feet high across such
EASEMENT PROPERTY, provided that gates or openings 12 feet wide or more are installed therein
(collectively, "GRANTOR FACILITIES"), to provide GRANTEE reasonable access to all parts of such
EASEMENT PROPERTY; provided further that all such GRANTOR FACILITIES shall be properly
grounded in accordance with electrical industry standards and shall be so constructed as to maintain
minimum clearances from GRANTEE'S LINES as required by applicable laws.
GRANTOR acknowledges the EASEMENT is exclusive, so as to exclude all other utility
providers; provided, however, the EASEMENT is nonexclusive as to GRANTOR'S right to otherwise use
the EASEMENT PROPERTY so long as such use does not unreasonably interfere with GRANTEE'S
PERMITTED USES and its rights hereunder. GRANTEE acknowledges that such other utility providers
will be permitted, with GRANTEE'S written consent, to construct, operate, maintain, repair, replace and
remove their respective utilities in, on, over, under, and across the EASEMENT PROPERTY
perpendicularly or as otherwise permitted by GRANTEE in writing, in such manner as will not to
interfere with GRANTEE'S LINES.
GRANTEE, at GRANTEE' S sole cost and expense, shall have the right to trim or remove trees
and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable judgment of
GRANTEE, to prevent possible interference with the operation of such LINES or to remove possible
hazards thereto, together with the right to put gates in existing fences within such EASEMENT
PROPERTY; provided further that GRANTEE shall promptly remove from the EASEMENT
PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE'S operations or occupancy
of the EASEMENT PROPERTY pursuant to its rights under this EASEMENT. The EASEMENT for the
EASEMENT PROPERTY as provided for herein is made on an "AS IS" basis, and GRANTEE expressly
acknowledges that, in consideration of the agreements of GRANTOR herein, GRANTOR MAKES NO
WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW as to the condition or suitability of the EASEMENT or the EASEMENT PROPERTY for
GRANTEE'S PERMITTED USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof, no
buildings and/or structures exist on the EASEMENT PROPERTY. GRANTEE shall have the right to
prevent the construction of buildings, structures, signs and obstructions on the EASEMENT PROPERTY,
and if any such buildings, structures, signs or obstructions are hereafter constructed or permitted by
GRANTOR to exist within the EASEMENT PROPERTY without prior written consent of GRANTEE,
then GRANTEE shall have the right to remove the same and GRANTOR agrees to pay to GRANTEE the
reasonable actual cost of such removal.
The payment of consideration herein made includes any damage or loss to crops sustained in the
future by GRANTOR resulting from the GRANTEE'S construction, reconstruction, repair, replacement,
operation, maintenance or servicing of the LINES in accordance with the terms of the EASEMENT.
The EASEMENT shall constitute a covenant running with the land for the benefit of GRANTEE,
its successors and assigns. The rights hereby granted may not be assigned, either in whole or in part,
without GRANTOR'S prior written consent, which consent shall not be unreasonably withheld.
TO HAVE AND TO HOLD the above EASEMENT unto GRANTEE, its successors and assigns,
and GRANTOR hereby warrants and forever agrees to defend the above described EASEMENT unto
GRANTEE, its successors and assigns, against every person whomsoever lawfully claiming or to claim
the same or any part thereof, by, through, or under GRANTOR, and not otherwise, subject, however, to
the rights of the owner or owners of any existing easements or other encumbrances affecting the
EASEMENT PROPERTY herein described.
WITNESS THE EXECUTION HEREOF as the day of �„� LL w,, 2006,
Page 2
GRANTOR:
RAYZOR INVESTMENTS, LTD., a Texas limited partnership
By; The Rayzor Company, a Texas corporation, its General Partner
I�
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of � , 2006 by Philip
A. Baker, Vice President of The Rayzor Company,
Accepted this ���...m ............... day of
(Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expires: �
:
Page 3
2006 for the City of Denton, Texas
Paul Williamson, Manager
Real Estate and Capital Support
EXHIBIT A PAGE 1 OF 2
• ,
70' ELECTRIC EASEMENT
E. PUCHALSHI SURVEY, ABSTRACT NO. 996
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract of land described by deed to Rayzor
Investments, Ltd. as recorded in Volume 1796, Page 601 of the Real Property Records of
Denton County, Texas, and being more pa�ticularly described as follows:
BEGINIVING at a 1/2 inch iron rod set in a at the intersection of the north line of Oak
Street and the southwest line of the Gulf Colorado & Santa Fe Railroad right-of-way, said
point being 75 feet and perpendicular from the center of the existing tracks of said
railroad;
TI�NCE South 66 degrees 22 minutes 50 seconds .West, with the north line of said Oak
Street, a distance of 70.00 feet to a 1/2 inch iron rod set for corner;
THENCE North 23 degrees 42 minutes 20 seconds West, over and across said Ra.yzor
Investments, Ltd. tract, a distance of 61.28 feet to a 1/2 inch iron rod set for corner;
THENCE North 00 degrees 06 minutes 27 seconds East, continuing over and across said
Rayzor Tnvestments, Ltd. tract, a distance of 173.37 feet to a 1/2 inch iron rod set in the
southwest line of said Gulf Colorado & Santa Fe Railroad right-of-way;
'I'I�NCE South 23 minutes 42 minutes 20 seconds East, with the southwest line of said
Gulf Colorado & Santa Fe Railroad right-of-way, a distance of 220.00 feet to the POINT
OF BEGINNING and containing 0.226 of an acre of land more or less.
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EXHIBIT A
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I/oriable Width
�emporary �
Construction Easemen
0. 325 A CRE
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street SYope Easamenr to /
City of Denton
GF.N. 93—R009s336 �
1/2" I.R.S = 1/2' 1RON ROD SfT Ihf1H YEZLOW CAP
STAMPED 'AR7NUR SURI�'Y7NC COMPANY.
(GM.) = CONlROLLINC MONUMENT
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1 NQ�, PAGE 2 OF 2
�� Basis of bearings are based on � �--� `
� fhe north line of Lot 1-R, Block A ��,, -°
t of the Peterbuilt Addition, Recarded in \
\` Cab. U, Pg. 369 of fhe Plat Records �
� � af Den ton Coun ty, Texas. `
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���'������� Lof 3, Block 1 `
�a. ,�� � �� � �`' e
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t Santa Fe Add�tion \
� � ; Cab. l, Pg. 338 \
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EX�IIBTT �,5 � ��, �� ���
\ of �
; Variable Wfdth IIectric ��,��
and Variable Width
Temporary Construction Easement
in, the
Citp ot Denton
Denton Countp, Teaes
��� � �+���� �C.
D ����t�r�� �e�����3�n�1 ���� ������r�
�.�.��� �� ��i9�i�Sf��f�; ��X�� ����1
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A _ TACHMENT 3-C
TEMPORARY CONSTRUCTION EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATUR.AL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
r�
KNOWN ALL MEN BY THESE PRESENTS:
THAT, RAYZOR INVESTMENTS, LTD., a Texas limited partnership, (hereinafter
collectively referred to as the "GRANTOR") for and in consideration of Ten Dollars ($ 10.00),
and other good and valuable consideration, to GR.ANTOR in hand paid by the CITY OF
DENTON, a municipal corporation, which is located in Denton County, Texas, and whose
mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE"), the receipt and
sufficiency of which are hereby acknowledged, has granted, sold and conveyed and by these
presents does grant, sell and convey unto GRANTEE a temporary construction easement (the
"TEMPORARY CONSTRUCTION EASEMENT") in, over, under, through, across and along
all that certain lot, tract, or parcel of land sihtated in Denton County, Texas, being a tract of
0.325 acre and being more particulaxly described and illustrated in Exhibit "A" attached hereto
and incorporated into this document by reference (the "EASEMENT PROPERTY").
It is agreed that GRANTEE shall have the right to remove from the EASEMENT
PROPERTY such fences, buildings and other obstructions as my now be found upon said
EASEMENT PROPERTY for the purpose of temporary construction activities related to the
West Electric Transmission Power Line Project in, along, upon and across said premises.
GRANTEE, its agents, employees, workmen and representatives shall have ingress, egress, and
regress in, along, upon and across said premises for the purpose of temporary construction
(collectively, the "PERMITTED USES"). GRANTEE shall have no right to fence or enclose
such EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES
set forth above.
GR.ANTOR, for itself and its successors and assigns, expressly reserves the right to
occupy and use the above described EASEMENT PROPERTY for all other purposes that will
not materially interfere with the GRANTEE'S full enjoyment of the PERMITTED USES and its
exercise of its rights hereunder, including the right of passage over the EASEMENT
PROPERTY.
GR.ANTEE, at GRANTEE'S sole cost and expense, shall have the right to trim or remove
trees and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable
judgment of GRANTEE, to prevent possible interference with the PERMITTED USES or to
remove possible hazards thereto, together with the right to put gates in existing fences within
such EASEMENT PROPERTY; provided further that GRANTEE shall promptly remove from
the EASEMENT PROPERTY tree limbs, cuttings and other debris resulting from GR.ANTEE'S
operations or occupancy of the EASEMENT PROPERTY pursuant to its rights under this
EASEMENT. The TEMPORARY CONSTRUCTION EASEMENT as provided for herein is
made on an "AS IS" basis, and GRANTEE expressly acknowledges that, in consideration of the
agreements of GRANTOR herein, GRANTOR MAKES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW as
to the condition or suitability of the EASEMENT PROPERTY for GRANTEE'S PERMITTED
USES hereunder.
GRANTOR and GRANTEE acknowledge and agree that at the execution date hereof
building structures do exist on the EASEMENT PROPERTY. These building structures may be
razed and disposed of by the GRANTEE, at GR.ANTEE's sole cost and discretion, with no
further payment to GRANTOR.
The payment of consideration herein made includes any damage or loss to crops
sustained in the future by GRANTOR resulting from the GRANTEE'S PERMITTED USES in
accordance with the terms of the TEMPORARY CONSTRUCTION EASEMENT.
The TEMPORARY CONSTRUCTION EASEMENT shall constitute a covenant running
with the land for the benefit of GRANTEE, its successors and assigns. The rights hereby granted
may not be assigned, either in whole or in part, without GRANTOR' S prior written consent,
which consent shall not be unreasonably withheld.
The terms of the TEMPORARY CONSTRUCTION EASEMENT shall expire on
December 31, 2008 or one year after commencement of the actual Construction Activities within
the TEMPORARY CONSTRUCTION EASEMENT, whichever occurs first. Upon expiration of
the easement grant herein, at the request of GRANTOR, GRANTEE shall provide GRANTOR
an instrument of release, in recordable form, evidencing termination of the TEMPORARY
CONSTRUCTION EASEMENT.
Prior to the expiration of the terms of this TEMPORARY CONSTRUCTION
EASEMENT, GRANTEE shall: (i) remove all debris, surplus material and construction
equipment from the EASEMENT PROPERTY, (ii) back-fill, smooth and level the surface of the
EASEMENT PROPERTY so that the surface is restored and maintained to the same grade or
level and topography as GRANTOR's land abutting both sides of the EASEMENT PROPERTY
and (iii) reseed the EASEMENT PROPERTY, as necessary, with native grass sufficient to
prevent erosion.
WITNESS THE EXECUTION HEREOF as the day o
, 2006.
Page 2
GRANTOR:
RAYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its General Partner
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of , 2006
by Philip A. Baker, Vice President of The Rayzor Company, on behalf of Rayzor Investments
Ltd.
Accepted this � day of �
Denton, Texas (Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expires: _ _�
2006 for the City of
BY� ...........�,�.� �,�._
Paul Williamson,�����������������������������
Manager
Real Estate and Capital Support
Page 3
EXHIBIT A PAGE 1 OF 2
TRACT 1
50' TEMPORARY CONSTRUCTION EASEMENT
E. PUCHALSKI SURVEY, ABSTRACT NO. 996
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING a tract of land situated in the E. Puchalski Survey, Abstract No. 996, Denton
County, Texas, and being a part of a tract of land described by deed to Ra.yzor
Investments, Ltd. as recorded in Volume 1796, Page 601 of the Real Property Records of
Denton County, Texas, and being more particularly described as follows:
BEGINNIlVG at a 1/2 inch iron rod set in the southwest line of the Gulf Colorado &
Santa Fe Railroad right-of-way, and being North 23 degrees 42 minutes 20 seconds West,
a distance of 220.00 feet from the intersection of the north line of Oak Street and the
southwest line of said Gulf Colorado & Santa Fe Railroad right-of-way, same point being
75 feet and perpendicular from the center of the existing tracks of said railroad;
T�NCE South 00 degrees 06 minutes 27 seconds West, over and across said Rayzor
Investments, Ltd. tract, a distance of 173.37 feet to a 1/2 inch iron rod set for corner;
THENCE South 23 degrees 42 minutes 24 seconds East, continuing over and across said
Rayzor Investments, Ltd. tract, a distance of 61.28 feet to a 1/2 inch iron rod set in the
north line of said Oak Street;
THENCE South 66 degrees 22 minutes 50 seconds West, with the north line of said Oak
Street, a distance of 50.00 feet to a point for corner;
TI�NCE North 23 degees 42 minutes 20 seconds West, continuing over and across said
Rayzor Investments, Ltd. tract, a distance of 115.37 feet to a point for corner;
THENCE North 00 degrees 06 minutes 27 seconds East, continuing over and across said
Rayzor Investments, Ltd. tract, a distance of 114.25 feet to a point for corner;
TI�NCE North 66 minutes 17 minutes 40 seconds East, continuing over and across said
R�.yzor Investments, Ltd. tract, a distance of 73,87 feet to the POINT OF BEGINNING
and containing 0.325 of an acre of land more or less.
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� NOTE.•
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� Denton Countp� Teaas
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� � ARTSUR SORVEYING COMPANY, INC.
�1� � Registered Professional Land Surveyors
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����� P.O.Boz 54 — Lewisville, Texas 75067
�,�.�� � Office: (972) 221-9439 Faz; (972) 221-4675
A1 . ACHMENT 3-D
TEMPORARY CONSTRUCTION EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
.
KNOWN ALL MEN BY THESE PRESENTS:
THAT, RAYZOR INVESTMENTS, LTD., a Texas limited partnership, (hereinafter
collectively referred to as the "GRANTOR") for and in consideration of Ten Dollars ($ 10.00),
and other good and valuable consideration, to GR.ANTOR in hand paid by the CITY OF
DENTON, a municipal corporation, which is located in Denton County, Texas, and whose
mailing address is 215 E. McKinney, Denton, Texas 76201 ("GRANTEE"), the receipt and
sufficiency of which are hereby acknowledged, has granted, sold and conveyed and by these
presents does grant, sell and convey unto GRANTEE a temporary construction easement (the
"TEMPORARY CONSTRUCTION EASEMENT") in, over, under, through, across and along
all that certain lot, tract, or parcel of land situated in Denton County, Texas, being more
particularly described and illustrated in Exhibits "A" and "B" attached hereto and incorporated
into this document by reference (the "EASEMENT PROPERTY").
It is agreed that GRANTEE shall have the right to remove from the EASEMENT
PROPERTY such fences, buildings and other obstructions as my now be found upon said
EASEMENT PROPERTY for the purpose of temporary construction activities related to the
West Electric Transmission Power Line Project in, along, upon and across said premises.
GRANTEE, its agents, employees, workmen and representatives shall have ingress, egress, and
regress in, along, upon and across said premises for the purpose of temporary construction
(collectively, the "PERMITTED USES"). GRANTEE shall have no right to fence or enclose
such EASEMENT PROPERTY or to use it for any purpose other than the PERMITTED USES
set forth above.
GRANTOR, for itself and its successors and assigns, expressly reserves the right to
occupy and use the above described EASEMENT PROPERTY for all other purposes that will
not materially interfere with the GRANTEE'S full enjoyment of the PERMITTED USES and its
exercise of its rights hereunder, including the right of passage over the EASEMENT
PROPERTY.
GRANTEE, at GR.ANTEE'S sole cost and expense, shall have the right to trim or remove
trees and shrubbery on the EASEMENT PROPERTY to the extent necessary, in the reasonable
judgment of GRANTEE, to prevent possible interference with the PERMITTED USES or to
remove possible hazards thereto, together with the right to put gates in existing fences within
such EASEMENT PROPERTY; provided further that GR.ANTEE shall promptly remove from
the EASEMENT PROPERTY tree limbs, cuttings and other debris resulting from GRANTEE' S
operations or occupancy of the EASEMENT PROPERTY pursuant to its rights under this
EASEMENT. The TEMPORARY CONSTRUCTION EASEMENT as provided for herein is
made on an"AS IS" basis, and GRANTEE expressly acknowledges that, in consideration of the
agreements of GRANTOR herein, GRANTOR MAKES NO WARR.ANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW as
to the condition or suitability of the EASEMENT PROPERTY for GR.ANTEE' S PERMITTED
USES hereunder.
GRANTOR and GR.ANTEE acknowledge and agree that at the execution date hereof
building structures do exist on the EASEMENT PROPERTY. These building structures may be
razed and disposed of by the GRANTEE, at GR.ANTEE's sole cost and discretion, with no
further payment to GR.ANTOR.
The payment of consideration herein made includes any damage or loss to crops
sustained in the future by GR.ANTOR resulting from the GRANTEE'S PERMITTED USES in
accordance with the terms of the TEMPORARY CONSTRUCTION EASEMENT.
The TEMPOR.ARY CONSTRUCTION EASEMENT shall constitute a covenant running
with the land for the benefit of GRANTEE, its successors and assigns. The rights hereby granted
may not be assigned, either in whole or in part, without GRANTOR' S prior written consent,
which consent shall not be unreasonably withheld.
The terms of the TEMPOR.ARY CONSTRUCTION EASEMENT shall expire on
December 31, 2008 or one year after commencement of the actual Construction Activities within
the TEMPORARY CONSTRUCTION EASEMENT, whichever occurs first. Upon expiration of
the easement grant herein, at the request of GRANTOR, GRANTEE shall provide GR.ANTOR
an instrument of release, in recordable form, evidencing termination of the TEMPORARY
CONSTRUCTION EASEMENT.
Prior to the expiration of the terms of this TEMPORARY CONSTRUCTION
EASEMENT, GRANTEE shall: (i) remove all debris, surplus material and construction
equipment from the EASEMENT PROPERTY, (ii) back-fill, smooth and level the surface of the
EASEMENT PROPERTY so that the surface is restored and maintained to the same grade or
level and topography as GRANTOR's land abutting both sides of the EASEMENT PROPERTY
and (iii) reseed the EASEMENT PROPERTY, as necessary, with native grass sufficient to
prevent erosion.
WITNESS THE EXECUTION HEREOF as the day of _wwm„ww , n wy 2006.
Page 2
GRANTOR:
RAYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its General Partner
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of il�� m�� 2006
by Philip A. Baker, Vice President of The Rayzor Company, on behalf of Rayzor Investments
Ltd.
Accepted this _�.._.�......... day of —
Denton, Texas (Resolution No. 91-073).
After recording, return to:
City of Denton
City Hall East – Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission expi�
res:
2006 for the City of
BY�.�....�.�
Paul Williamson, �mmmmm� �mm
Manager
Real Estate and Capital Support
Page 3
t!i ,
���.���� rthur Sur�eying Co., I n�.
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I'.(�. Box �-W L.ewisvil lc;, Teaas 75067
C�fCice: {77�)?21-�3439 --� �'�x: (972) 221-4Ca75
EXHIBIT A
50' TEMPORARY CONSTRUCTION EASEMENT
5.848 ACRE S
CITY OF DENTON
DENTON COUNTY, TEXAS
BEING all that certain lot, tract or parcel of land situated in the James Perry Survey, Abstract Number
] 040, in the City of Denton, Denton County, Texas, and being a 50 foot Temporary Construction Easement
out of that certain tract of land described by deed to Razor Investments, Ltd. as recorded in Volume 1796,
Page 601 of the Deed Records of Denton County, Texas, and being more particularly described as follows:
BEGINNING at a point for corner a northerly line of said Razor tract and being in the northerly line of
Oak Street, said point being South 66 degrees 22 minutes 50 seconds West a distance of 70.00 feet from the
northeast corner thereof;
THENCE South 23 degrees 42 minutes 20 seconds East, over, through and across said Razor tract, a
distance of 2,056.86 feet to a point for corner;
THENCE South 49 degrees 56 minutes 51 seconds West, a distance of 361.79 feet to a point for corner;
THENCE South 89 degrees 49 minutes 00 seconds West, a distance of 1,288.90 feet to a point for comer
in the most easterly east line of that certain tract of land described in deed to Westpark Group, LP as
recorded under Instrument Number 2006-40956 of the Real Property Records of Denton County, Texas;
THENCE North 00 degrees 11 minutes 00 seconds West, along the east line of said Westpark Group tract,
a distance of 14.06 feet to a point for corner at the northeast corner thereof;
THENCE South 89 degrees 49 minutes O1 second West, along the north line of said Westpark Group hact,
a distance of 1,972.34 feet to a point for corner, said point being at the beginning of a tangent curve to the
right having a radius of 50.00 feet;
THENCE along said curve an arc length of 64.27 feet with a delta angle of 73 degrees 39 minutes OS
seconds whose chord bears North 53 degrees 21 minutes 10 seconds West a distance of 59.94 feet to a
point for comer;
THENCE North 89 degrees 49 minutes 00 seconds East, over, through and across said Razor tract, a
distance of 3,291.08 feet to a point for corner;
THENCE North 49 degrees 56 minutes 51 seconds East, a distance of 306.22 feet to a point for corner;
THENCE North 23 degrees 42 minutes 20 seconds West, a distance of 2,019.49 feet to a point for corner
in the northerly line of aforementioned Oak Street;
THENCE North 66 degrees 22 minutes 50 seconds East, along the northerly line of said Oak Street, a
distance of 50.00 feet to the POINT OF BEGINNING, and containing 5.848 acres of land, more or less.
[r� 500 0 500 Feet
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50' Temporary Construction Esmt.
5.848 Acres
Razor lnvesfinents, Lfd.
I/ol. 1796, Pg. 601 City of Denton
�oL 383, Pg. 186 �-
(for the extension of Proirre Sfreet)
City of Denton
l/o!. 5350, Pg. 5504
N89'49'00"E 3291.��'
n.! �972.��
N���11 ��0"W
JAMES PERRY, ABSTRACT N0. 7040 14.06'
JOHN DAVIS, ABSTRACY N0. 328
EXH�IT B
50' Temporary Construction Esmt.
5.848 Acres
James Perrp Survey, Abst. No. 1040
City of Denton
Denton County, Texas.
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Cab, 5, Pg�
Tract A ' ` Tract B
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rt ur urveying Co., I c.
Professional Land Surveyors
972-221-9439 — Fax 972-221 �675
zzo Fam street, Su;te zo0 — p. o. soX sa
Lewisville, Texas 75067
AT�i .�►CHMENT
SPECIAL WARRANTY DEED
3-E
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
1NSTRUMENT BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
COUNTY OF DENTON
.
KNOW ALL PERSONS BY THESE PRESENTS:
RAYZOR INVESTMENTS, LTD., a Texas limited partnership, hereinafter referred to as
"Grantor", for the sum of TEN AND NO/100 DOLLARS ($10.00) cash and other good and
valuable consideration to it paid by the receipt and sufficiency of which are hereby acknowledged
and confessed by the Grantee, herein named, has GRANTED, BARGAINED, SOLD, and
CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto THE
CITY OF DENTON, a Texas municipal corporation of the County of Denton, State of Texas, herein
referred to as "Grantee" all of that certain tract or parcel of land containing approximately 0.816
acre as more particularly described in Exhibit "A" attached hereto and made a part hereof by
reference, together with all improvements thereon, appurtenances thereto, and all of Grantor's right,
title, and interest, if any, in and to all roads, streets, alleys and easements belonging to or
appurtenant thereto (the "Property")
This conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances").
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors, and
assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
�'�rmitted Encumbrances and Reserved Resottrces, unto Grantee, its legal representatives,
successors, and assigns, against every person whomsoever lawfully claiming or to claim the same or
any part thereof by, through or under Grantor, but not otherwise.
WIT'NESS THE EXECUTION HEREOF as of the �� mm day of wwmm__IT�, 2006.
GRANTOR:
R.AYZOR INVESTMENTS, LTD., a Texas limited partnership
By: The Rayzor Company, a Texas corporation, its general partner
:
Philip A. Baker, Vice President
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me this day of rr_mm , 2006 by
Philip A. Baker, Vice President of The Rayzor Company.
After recording, return to:
City of Denton
City Hall East — Engineering
601 East Hickory Street, Suite B
Denton, Texas 76205
Attention: Paul Williamson
Notary Public, State of Texas
Printed name:
My commission �expires: w �
Page 2
_
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SITUATED in the City of Denton, Denton County, Texas, and being a tract of land In the EUGENE
PUCHALSKI SURVEY, Abstract No. 996, and embracing portlons of those certaln tracts conveyed to J.
Newton Rayzor by deeds recorded In Volume 426, Page 295, Volume 490,•Page 303, and Volume 526,
Page 32, (corrected In Volume 533, Page 263), all in the Denton County Deed Records, and being
more fully described as follows:
BEGINNING at a Texas Deparfment of Transportatlon broken monument found in place for the point of
intersection of the westerly line of Interstate Highway 35W with the north line of sald Rayzor tract
described in Volume 426, Page 295, and the south line of that cerfaln tract conveyed to the Clty of
Denton by deed recorded in Volume 383, Page 187, of sald Deed Records;
THENCE South 3 degrees, 20 minutes, 40 seconds East wlth said westerly line ot Interstate 35W, 43.7 feet
to an "H & N 1849"-capped iron rod found in place for the norfheast corner of that certain tract
conveyed to Endico, Inc., by deed In Volume 908, Page 232, of said Deed Records in the south Ilne of
said Rayzor tract described in Volume 426, Page 295, said Deed Records;
THENCE North 87 degrees, 51 minutes, 20 seconds West with the south Ilne of said Rayzor tract
described in Volume 426, Page 295, and with the north Ifne of said Endfco tract, 54.4 feet to an "RPLS
1640"�apped 5/8" iron rod set for an angle point in sald north line of Endico tract;
THENCE South 60 degrees, 41 minutes, 45 seconds West with the norfhwesterly Ilne of sald Endico iract,
crossing a porfion of said Rayzor lract described In Volume 490, Page 303, and continuing across a
porfion of said Rayzor tract described in Volume 526, Page 32 (corrected in Volume 533, Page 263), in
all 277.58 feet to an "H & N 1849"-capped iron rod found in place for the northwest �corner of safd
Endico tract in the easterly line of the Kansas City Southern Railroad (formerly Gulf, Colorado, and
Santa Fe Railway) right-0f-way (variabie with rfght-of-way at this point);
THENCE Norfh 15 degrees, 41 minutes, 15 seconds West wlth said easterly line of Rallroad right-of-way,
148.45 Feet to an "RPLS 1640"-capped 5/8" iron rod set for an angfe polnt in said Rallroad right-0f-way
in the common line between said Rayzor lract descrlbed In Volume 526, Page 32 and Volume 426,
Page 95;
THENCE Norfh 21 degrees, 27'minutes, 30 seconds West, continuing wfth said easterly line of Railroad
right-of-way, crossing sald Rayzor tract described in Volume 426, page 95, 51.3 feet to a railroad tfe
fence post found for corner in the common line between sa(d Rayzor tract described fn Volume 426,
Page 95, and said Clty of Denton tract;
THENCE South 87 degrees, 51 minutes, 20 seconds East with sald common Ilne belween Rayzor tract
described in Volume 426, Page 95 and said City of Denton tract, 353.03 feet to the PLACE OF
BEGINNING, and contalning 0.8163 acre (35,557 square feet) withln the descrlbed properfy.
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S11'MCY-M8� Of
A tract�=of land in the
EU6EIVE PUCHALSKI SURVEY,
Abstra�t No. 996, .
in the City of Denfon, Dcnton Counfy,
Twtns
.. (see accompnnying description)
����r ��e�� �c,��ca�s,
sur..ye..
�•,� [ �,�. eo■ asee ���,�s+-
3�6C�... .���:� Worth,Teau 76147�:
��� . � € z A.'ffi�r�te
AT , ACHMENT 4-A
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD 1N THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF DENTON
THE CITY OF DENTON, a Texas municipal corporation of the County of Denton, State
of Texas, hereinafter referred to as "GRANTOR", for the sum of TEN AND NO/100
DOLLARS ($10.00) cash and other good and valuable consideration to it paid by the receipt and
sufficiency of which are hereby acknowledged and confessed by the GRANTEE, herein named,
has GR.ANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT,
BARGAIN, SELL, and CONVEY unto R.AYZOR INVESTMENTS, LTD., a Texas limited
partnership, of the County of Denton, State of Texas, herein referred to as "GRANTEE all of
that certain parcel or tract of land containing approximately 2.930 acres as more particularly
described in Exhibit "A" and illustrated in Exhibit "B" which are attached hereto and made a part
hereof by reference, together with all improvements thereon and appurtenances thereto� (the
"Property").
This conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances")
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors,
and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part thereof by, through
or under Grantor, but not otherwise.
WITNESS THE EXECUTION HEREOF as of the day of �_ m�., 2006.
GRANTOR:
CITY OF DENTON, a Texas municipal
corporation
BY�.�u..__._� .....��
HOWARD MARTIN,
INTERIM CITY MANAGER
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day of � mmmm�,, 2006,
by Howard Martin, Interim City Manager for the City of Denton, Texas, on behalf of said city.
After recording, return to:
The Rayzor Company
400 West Oak Street, Suite 200
Denton, Texas 76201
Attention: Philip A. Baker
Page 2
Notary Public, State of Texas
�1ty I
��
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LEGAL DESCRIPTlON for a
2.930 Acre tract oat af the
EUGENE PACHALSI(l SURVEYA•996
Denton, Denton County, Texas
Beinq a// that certain remarnder lract, pa�cel or lot of /and vut vf �he Eugene Pacha/ski Survey A•996 in the City of
Denton, Denton County, Texas described by deed iecorded in Vqlume 393, Page 187, Deed Records, Denton
County, Texas and more particularly described as fol%ws:
BEG/NNING at a one-half inch iron rod found for the common re-ent�ant corner of the tiact described by deed
recorded in I/olume 1796, Page 601 Deed Records, Oenton County Texas and in the souch righc•of way lrne of
West Prairie Street at the west end of sard street;
THENCE.• with the sard south riqht•of way line of Prairie Stieet, S 88°1120"E, a drscance of 239.28 feet to a
five-eights inch iron rod set far a corner, in the southwest rrght•of way line of fhe Burlington Northern — Santa fe
Rai/way Co; f�om which a TXDOT Brass Disk set in concrete beais S BB° 11'E, 624.1 feet,•
THENCE.• with the sard railroad southwest riqht•of way line, S 21 °56' 03" E, a drstance of 427.79 feet tn a five-
eiqhts inch i�on rod set fo� corner in the north line of a tract described 6y deed recnrded rn 1/olume 1796, Page 601
Deed Records, Denton County, Texas; from which a TXDOT Brass Disk set in concrete bears S 88 ° 16' F, 489.9
feet;
THENCE.• leaving the said �ail�oad �ight•of way line and with the said cnmmon line, N 88 ° 16' 25" W, a distance of
411.99 feet to a vne•half inch iron rod found for a corner,
THENCE.• continuing with the said line, N Ol °52 39" E, a distance af 392.19 feet to the place of beginning and
containing 2.930 acres of land more or less as surveyed by john nall jr ipls � 1970 during the monfh of Sept 2002.
(see attached survey sketch H•001J
"Dcdicrrtcci to Qunlif� Scrt�rce"
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ATTACHMENT 4-B
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OF THE FOLLOWING 1NFORMATION FROM THIS
INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR
SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
THE STATE OF TEXAS
KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF DENTON
THE CITY OF DENTON, a Texas municipal corporation of the County of Denton, State
of Texas, hereinafter referred to as "GRANTOR", for the sum of TEN AND NO/100
DOLLARS ($10.00) cash and other good and valuable consideration to it paid by the receipt and
sufficiency of which are hereby acknowledged and confessed by the GRANTEE, herein named,
has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GR.ANT,
BARGAIN, SELL, and CONVEY unto R.AYZOR INVESTMENTS, LTD., a Texas limited
partnership, of the County of Denton, State of Texas, herein referred to as "GRANTEE all of
that certain parcel or tract of land containing approximately 0.315 acre as more particularly
described in Exhibit "A" and illustrated in Exhibit "B" which are attached hereto and made a part
hereof by reference, together with all improvements thereon and appurtenances thereto (the
"Property„).
This conveyance, however, is made and accepted subject to any and all validly existing
encumbrances, conditions and restrictions, relating to the hereinabove described property as now
reflected by the records of the County Clerk of DENTON County, Texas (the "Permitted
Encumbrances")
TO HAVE AND TO HOLD the Property together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee, its legal representatives, successors,
and assigns forever; and Grantor does hereby bind itself, its legal representatives, successors, and
assigns to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the
Permitted Encumbrances, unto Grantee, its legal representatives, successors, and assigns, against
every person whomsoever lawfully claiming or to claim the same or any part thereof by, through
or under Grantor, but not otherwise.
Y .�........�..� 2006.
WITNESS THE EXECUTION HEREOF as of the da of
GRANTOR:
CITY OF DENTON, a Texas municipal
corporation
B�•
H. ��......� ������_�w_.._..�
OWARD MARTIN,
INTERIM CITY MANAGER
ACKNOWLEDGMENT
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on the day of _,,, �, 2006,
by Howard Martin, Interim City Manager for the City of Denton, Texas, on behalf of said city,
After recording, return to:
The Rayzor Company
400 West Oak Street, Suite 200
Denton, Texas 76201
Attention: Philip A. Baker
Page 2
Notary Public, State of Texas
�ity """� I�;,� ,
��
Exhibit A
�� l� � �1�
LEGAL OESCA/PTlON for a
60'Strip of Land out of the
EUGENEPUCHALSKI SURVEYA•996
Denton, Denton County, Texas
Berng all that cei�ain �racG parce% o� strrp af land out af the EUGENEPUCHALSX/ SUR�fYA•996, in the Ci!/ of Oenton, Oenton County, Texas descri6ed
b y deed recaided rn I/o/ume 383, Paye 1 B6, Oeed Recards, Oencon Caunty, Texas and mo�e particu/ar/y desciibed as (o/%ws:
BEGINN/NG at a set 5/8"iron rad for corner in the west right•af way line of the Burlington Narihern Santa fe Ra�l;vay, said paint a/sa berng rn the narth line
of a remainde� t�act af land desciibed by aforesard deed iecoided in I/o/ume 393, Page 186, Desd Reco�ds, Oenton County, Texas, and a/so berng in the
soufh right•nf way line of West Prairre Street;
TNENCE.• /eaving said west rrghr•of•way line of Bur/ington Norlhern Santa fe Railwa� N 88°!1'ZO"W, and wir�i tha norih /ine vf said remainde� tract a
dr'stance af 239.18 feef ta a(aund %"iron �od in the west iighPo( way line of said West Prarrie St�eet,•
THENCE.� leavrng norlh line af the said �emaindei liact, N O! °55'09"E, and wrth the wes� line of said West P�arrie Street a drstance of 60.96 feet to a
(ound %"i�on rad at the norfhwest corner of lhe street;
THENCF.• S 88°06'44"E, along the north irght•of way line of Wes� Prairie St�eet, 2/2.47 feet lo a point for cornei in the west right•of way line of said
Burlington Narthern Santa fe Rar7�vay t�act;
THENCF.� S 1! °56'03 "E, a/ong said west �rght•of•way /rne a drstance of 66.35 /eet ta rha PO/NT Of BEC/N�!//P/G and CONTA/N/NC 0.3/5 acres of /and
more or /ess as suiveyed by john nall jr. ipls N 1970 durrng the manth of August Z001..
See a�tached Suivey Sketch jnj.C•0056,•
drle Abandonment.doc �•Dr�firun��l n� �����Irru s� �z•rc��"
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YOL. 1796, PC. 601 0 E ENT �� ��'�
D.R.D.C.T. NO IMPR Y M \ ��
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,S 88'06'44" E _ 21�2.47' _ � � �
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REMAfNDER TRACT s�e•
VOL. 383, PC. 187 �� �� � � \ �'Q
D.R.D.C.T.
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l�enfon, l�enfon Gounfy, TexuS
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